Transcorp to be delisted from SGX on Jan 8

Singapore

TRANSCORP Holdings will be delisted from the Singapore Exchange (SGX) on Jan 8, 2021, at 9am, it said in a bourse filing on Thursday.

The Catalist-listed firm, which used to be in the automobile sales business, said it received a notification from the SGX RegCo on Dec 8 informing it of the delisting.

Transcorp said its two controlling shareholders will not be making an exit offer to remaining shareholders. One controlling shareholder declined to do so, while the other did not respond. The company itself will not be making an exit offer to shareholders as it was unable to monetise its inventories and other investment. As a result, it could not generate sufficient funds to make a meaningful exit offer despite its best endeavour.

As at Oct 31, 2019, its inventories had an unaudited carrying value of S$782,334 while its other investment had an unaudited carrying value of S$1.5 million.

Transcorp, formerly known as Transview Holdings, listed on the SGX mainboard in 2000 and transferred to the Catalist board in 2015.

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It was previously a golf equipment wholesaler and distributor and subsequently went into property leasing and development, then the business of selling and renting cars. It eventually exited the automotive business and has been deemed a cash company since May 4.

The counter has been suspended since December last year, a move recommended by its board until the company resolved its liquidity crisis. The board also evaluated that the company is no longer able to continue as a going concern.

Transcorp's efforts at fundraising hit several roadblocks in recent times amid claims from various creditors.

In February 2020, the company entered into placement agreements with four individual investors to raise S$495,000, following a non-binding letter of intent inked with undisclosed investors to raise S$1 million in January. Transcorp said in June that it did not get approval for the share placements to proceed and the agreements lapsed after the long stop date of May 28.

In March this year, Asian Corporate Advisor ceased to be Transcorp's sponsor. Asian Corporate Advisors said it was "unable to satisfy itself" that Transcorp has the sufficient systems, procedures, controls and resources to comply with listing rules.

The former sponsor also reminded the company on the following provision of Catalist rules 746(4) and 745(5). Rule 746(4) states SGX will suspend an issuer without a sponsor until another takes on continuing activities. Meanwhile, rule 746(5) states that the bourse may remove an issuer that does not have a sponsor for over three continuous months from its official list.

Rule 746(5) was previously applied to FM Holdings, which delisted in October 2010 without making an exit offer as its management was of the view that the company did not have enough cash to make a distribution.