Sponsor says Kitchen Culture advised against sharing legal opinion; it’s unable to assess EGM validity
Michelle Zhu
KITCHEN Culture’s continuing sponsor SAC Capital said that despite its requests for the company to publish the legal opinion of its counsels, the company was advised against doing so in order to “protect (Kitchen Culture’s) legal position”.
This was in response to a Dec 7 article published in The Business Times, where correspondent Raphael Lim suggested that Kitchen Culture should be directed by either its sponsor or the regulator to share full legal opinion received as supporting evidence in the ongoing dispute between Kitchen Culture and its requisitioners.
The company and its largest shareholder Ooway Group have expressed conflicting views on the validity of an extraordinary general meeting (EGM) which the latter claims to have taken place on Nov 25.
While Ooway maintains that resolutions to replace five of Kitchen Culture’s six directors were passed at the Nov 25 EGM, Kitchen Culture has denied the meeting’s validity while reaffirming the status of its present board. It also asked the requisitioners to put the matter before the Singapore court.
In his Dec 7 article, Lim floated the possibility of Kitchen Culture’s sponsor or the regulator publicly engaging with both parties to inform them to take the matter to court.
“Although the validity of the EGM is a legal matter, we have taken additional steps to consider the matter and to determine the credibility of the assertions from the current board and the requisitioners. However, due to insufficient information, we were unable to proceed with our assessment on the matter and take appropriate actions,” wrote SAC Capital in response.
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“We would like to highlight that the public arena is not the appropriate forum for us to engage parties on matters pertaining to company affairs and for parties to further their assertions.”
SAC Capital also said it cannot, and is not, the appropriate party to provide information to minority shareholders as it is “subject to fiduciary and confidentiality obligations, among others”.
It added that the company has received e-mail correspondence from Kitchen Culture’s non-executive, non-independent director Hao Dongting stating that she “reserves her rights to make formal complaints to the Monetary Authority of Singapore”.
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In an earlier statement released by Kitchen Culture this week, the company said it filed corrective notices against Hao’s alleged attempt to change records of the company’s secretary, office bearers, and the company address as registered with the Accounting and Corporate Regulatory Authority.
The company described Hao as “intricately linked” to Ooway, which she is also a director of.
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