SINGAPORE – Embattled restaurant operator No Signboard Holdings has received approval from Singapore’s market regulator to resume trading after a two-year share trading suspension, bourse filings dated March 13 showed.

The filings also revealed that a 6:1 share consolidation exercise approved by shareholders in November 2022 will take effect on March 22.

The consolidated shares are expected to resume trading on the Singapore Exchange (SGX) Catalist board in board lots of 100 shares on March 20.

A 6:1 share consolidation means that for every six shares a No Signboard investor owns, the person will now own one – while the value of each share will increase accordingly.

The number of consolidated shares No Signboard shareholders are entitled to will be based on their holdings as at March 21. This will be rounded down to the nearest whole consolidated share and any fractions of a consolidated share will be disregarded, the filings said.

These developments come after No Signboard’s interim chief executive Lim Teck-Ean said in a Securities Investors Association (Singapore) (Sias) dialogue with shareholders on March 13 that the company had fulfilled the trade resumption conditions listed in a letter from SGX.

The March 12 SGX letter stated that it did not object to the company’s trading resumption proposal, provided that the company met the conditions. 

This included disclosure of pro forma financial statements in relation to the acquisition of a new business that provides catering services for clients at various industrial sites in Singapore.

In February, No Signboard announced the acquisition of a 60 per cent stake in catering firm Dining Haus for $1.2 million. During the Sias dialogue, No Signboard non-executive director Alvin Tan expressed expectations for Dining Haus to turn profitable in the near future.

Other required disclosures include the board’s opinion that the group is able to operate as a going concern, and confirmations from the board and the group’s sponsor that it has sufficient working capital for at least 12 months after the date the company’s shares resume trading.

This is based on the company having received a total of $8.5 million in rescue funding from a third-party investor, Gazelle Ventures. The sum involves $5 million transferred in 2022 in exchange for shares in the company and an additional $3.5 million recently placed in an escrow account as working capital.

Gazelle Ventures is a Singapore-incorporated company jointly owned by Gazelle Capital and Valiant Investments. It invests in food, agri-tech and sustainable agriculture-related businesses.

Shares of No Signboard have been suspended since January 2022 due to the company being unable to prove that it can continue operating after the Covid-19 pandemic.

Best known for its chilli and white pepper crabs, No Signboard closed its outlets at VivoCity in November 2021 and the Esplanade in March 2022.

In February 2022, No Signboard abruptly shuttered its quick-service Mom’s Touch outlets, known for their Korean fare. Reports later revealed that No Signboard owed the landlords of its Mom’s Touch branches at Paya Lebar Quarter and Centrepoint a total of $176,000.

The group also placed its beer subsidiary, Danish Breweries, under voluntary creditors’ liquidation in March 2022.

In May 2022, No Signboard signed a rescue deal with Gazelle Ventures, under which Gazelle Ventures would invest $5 million in No Signboard in exchange for an allotment of new ordinary shares and convertible redeemable preference shares. This would give Gazelle Ventures a 75 per cent stake in the restaurant operator.

Since the deal with Gazelle Ventures was announced, a slew of legal troubles have plagued No Signboard.

Former chief executive Lim Yong Sim was charged with share price rigging under the Securities and Futures Act in July 2023, while former director Su Haijin was arrested in Singapore’s biggest money laundering case involving more than $2.8 billion in assets, including properties, luxury cars and cash.

Su was appointed as non-executive director in May 2021 as part of his acquisition of a 20 per cent stake in GuGong, the majority shareholder of No Signboard. Lim Yong Sim is a majority shareholder of GuGong.

In June 2023, when GuGong issued a requisition notice for Gazelle Ventures to hold an extraordinary general meeting, Gazelle Ventures sought a precautionary injunction against No Signboard, Lim Yong Sim and GuGong to stop them from passing resolutions requisitioned by GuGong.

These included, among other things, a resolution to replace all of No Signboard’s current directors.

In November 2023, the Singapore High Court ruled in favour of the three parties in their dispute against Gazelle Ventures.

In February 2024, GuGong served No Signboard and its board a notice about bringing an action against Mr Lim Teck-Ean over allegations that he had breached his fiduciary duties to the company, including in the acquisition of a 60 per cent stake in Dining Haus.

No Signboard lead independent director Lo Kim Seng said in the Sias shareholders dialogue on March 13 that the group is working on “amicable solutions” to resolve the legal disputes.

He said: “The board wants to focus on growing the business, and not spend its time and money on disputes... It is in the interest of the company to work out a solution whereby both parties are happy and the company can be left alone to grow the business.”

No Signboard currently operates three food and beverage outlets: a dimsum restaurant at Northpoint City called nosignboard Sheng Jian, a No Signboard seafood restaurant in Geylang, as well as a Little Sheep hotpot restaurant at Orchard Gateway.

It posted a smaller net loss of $582,102 for the three months ended in September 2023, compared with a loss of $2.3 million in the same period in 2023.

This was despite a 30.9 per cent decline in revenue, from $914,205 in the quarter ended in September 2022 to $631,521 for the corresponding period in 2023.

The group’s loss for the full year ended Sept 30, 2023 amounted to $1.7 million, compared with a $4.5 million loss a year earlier. Its revenue dropped 47.1 per cent to $2.88 million over the same period.

No Signboard’s current liabilities exceeded current assets by $6.6 million, while total liabilities exceeded total assets by $7.1 million in the same period. Current liabilities are debts which the company has to repay within a year.

Shares of No Signboard last traded at 3.1 cents before they were suspended.

The group made its debut on Catalist at 28 cents in November 2017.