NO Signboard’s investor Gazelle Ventures has made a mandatory unconditional cash offer to acquire all the issued and paid-up ordinary shares of the Catalist-listed restaurant operator, excluding those already owned by the investor and its allies.

The offer price of S$0.0021 per share is at a 97.5 per cent discount over the last transacted price preceding the offer announcement on Mar 28.

Gazelle Ventures released the electronic offer document on Friday (Apr 19), noting that no printed copies of the offer document will be dispatched to shareholders. The investor is required to make the offer as a result of the offeror concert party group acquiring and holding 75 per cent of the total number of shares in No Signboard, after the allotment and issue of about 231.2 million shares at S$0.0021 per subscription share and 145 million convertible redeemable preference shares (CRPS) at S$0.031 apiece to the offeror concert party group.

Under the Singapore Code on Take-overs and Mergers, the offeror is required to make an offer for the offer shares at not less than the highest price at which the offeror concert party group acquired shares during the offer period, and in the six months immediately preceding the date of the offer announcement.

As at Apr 17, No Signboard’s issued and paid-up share capital was about S$31.2 million, comprising 308.3 million shares and 145 million CRPS. The CRPS have no voting rights.

“The offeror concert party group’s intention is for the company to continue carrying on its business in the food and beverage industry, and to maintain its listing status on the SGX-ST,” said the offer document.

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Gazelle Ventures also noted that the investment by the offeror concert party group aims to provide sufficient funds for the company’s working capital to settle its liabilities and operate as a going concern. Accordingly, the offeror does not intend to exercise its right of compulsory acquisition or voluntarily seek to delist the company from the Singapore Exchange. 

The offer will close at 5.30 pm on May 16.

Shares of No Signboard : 9I7 0% last traded flat at S$0.08 on Monday (Apr 15).