Datapulse Technology

[odie]

Datapulse Ng Cheow Chye Director/ CEO sold 48,946,366 shares at $0.55 for $26,921,051 in married deal on 10 Nov

[odie]

Data pulse announcement yesterday that they failed to obtain NEA approval for change in use for their $10.5m purchase of property at Toa Payoh.
The option to purchase was cancelled.

[odie]

DATAPULSE TECHNOLOGY LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No. 198002677D)
PROPOSED ACQUISITION OF AN INDUSTRIAL PROPERTY AT TOA PAYOH
– TERMINATION
The board of directors (“Directors” or the “Board”) of Datapulse Technology Limited (“Company”
together with its subsidiaries, “Group”) refers to the query from the Singapore Exchange Securities
Trading Limited (“SGX-ST”) on 15 November 2017 regarding the termination of the proposed
acquisition of an industrial property at Toa Payoh (the “Toa Payoh Property”) as announced on 14
November 2017.
All capitalised terms used and not defined herein shall have the same meanings given to them in the
Circular dated 12 September 2017.
Query 1:
What are the implications, including any financial implications, to the termination of the Option to
purchase of the Toa Payoh property?
Response:
Upon the grant of the option to purchase (the “Option”) on 4 August 2017, the Group had paid an
option fee of $112,350 (inclusive of GST) (the “Option Fee”) being 1% of the aggregate consideration
of $10,500,000 (“Consideration”). Upon exercise of the Option on 18 September 2017, the Group
had paid a balance deposit of $1,011,150 (inclusive of GST) (the “Balance Deposit’) being 9% of the
Consideration.
Under the terms of the Option, if the approval for the change of use is refused by the relevant
authorities, either party shall be at liberty to terminate the sale and purchase of the property. All
monies paid shall be refunded. The Group’s solicitors had written to the vendor’s solicitors for the
refund of $1,123,500, being the Option Fee and Balance Deposit paid.
In addition, the Group had paid stamp duty of $309,600 upon acceptance of the Option. Our solicitors
will be arranging for the refund of the stamp duty paid from the Commissioner of Stamp Duties.
Query 2:
In view that the option to sell the Company’s existing property was exercised, how will your
manufacturing activities be impacted and what are the Company’s plans?
Response:
The Management is currently considering ceasing its manufacturing activities and exploring other
business and investment opportunities. The Company does not expect a material impact to the
Company’s financial position if it ceases the Company’s manufacturing activities as that part of the
business is currently loss making. In the event that the Management decides to continue the
Company’s manufacturing activities and alternative premises cannot be secured prior to the
completion of the Proposed Disposal, there will be some disruption to the Company’s manufacturing
activities. However, the financial and business implications will not be material.
BY ORDER OF THE BOARD
Lee Kam Seng
Chief Financial Officer and Company Secretary
18 November 2017

[odie]

CEO sold all
no offer was made for remaining shares

[Problem.Kid]

this summarises what had happened > http://governanceforstakeholders.com/201...n-answers/

but what can SGX do?

[lonewolf]

Datapulse has been busy recently.

A trading halt was called. The entire board has been re-constituted. They acquired a new business. And they released clarification raised in the Business Times Article.

 UPDATE ON COMPANY’S CURRENT BUSINESS AND FUTURE PLANS

PROPOSED ACQUISITION OF NEW SUBSIDIARY

Response to BUSINESS TIMES ARTICLE OF 8 DECEMBER 2017

CLARIFICATION OF DEVELOPMENTS RELATING TO THE SALE AND PURCHASE OF THE TOA PAYOH PROPERTY

Frankly, the clarifications raised more questions than it answered. Especially when you take it together with the company's response to SGX on 18 Nov. 

And the very least, I think the old Board acted in bad faith in seeking shareholder's approval to dispose of the old manufacturing property on 28 Sep, especially when the appeal process to NEA is still on-going. The least they could do was to postpone the EGM until the outcome of the appeal is determined. It does seem like the deal was rushed through to allow ex-CEO Ng Cheow Chye to cash out his shares. 

I wondered if there is a case that the old Board can be accused of not carrying out their fiduciary duties diligently.

I guess it's 'purely coincidental' and the new CEO is the former general manager of the company being acquired. And business diversification is one thing, why would a company whose primary business is CD/DVD/BD manufacturing want to buy a company manufacturing hair care, cosmetics and other homecare chemical products? It just does not makes sense to me.

One big messy situation.

[Millionfaith]

I am reading Dr Mak Yuen Teen comments on Datapulse's development and trying to learn something as I am still new to investing in public listed companies:

http://governanceforstakeholders.com/201...r-answers/
http://governanceforstakeholders.com/201...overnance/
http://governanceforstakeholders.com/201...n-answers/

Is there any thing minority shareholders can do other than selling off their shares?

Thanks in advance

[lonewolf]

More drama!

ACQUISITION OF WAYCO MANUFACTURING (M) SDN BHD

REQUISITION OF AN EXTRAORDINARY GENERAL MEETING
Requisition Notice

Business Times Article: Family of Datapulse's co-founder file requisition notice to oust directors

In its replies to SGX, the company disclosed that it does not do it due diligence before acquiring Wayco. The reasons given was that the ' CEO was a former employee of the Vendor and is familiar with the business and operations of the Target Company'. This is particularly troubling as there seems to be an implicit conflict of interest in the whole acquisition.

Notwithstanding the existing supplementary SPA that has a buyback clause in the event of 'adverse events or matters affecting or relating to the assets', the company further justified that 'this gives the Company an opportunity to further investigate and satisfy itself as to the assets, liabilities and business following the completion of the acquisition'

I do not understand why the company needs to rush through the whole acquisition of Wayco. Surely the more prudent thing to do would be to do a proper due diligence including appointing its own valuer instead of rushing through, accepting the vendor's valuer and tagging on a supplementary SPA. 

Regardless of the actual facts surrounding all the shenanigans relating to recent events involving Datapulse, it's hard to ignore the stink and concludes that there is probably a whole lot more left to be disclosed.

[lonewolf]

SGX-Listed Datapulse To Book Gain of S$44.6 Million From Disposal Of Tai Seng Factory, Proposes To Reward Shareholders With Special Dividend Of 1.0 Singapore Cent Per Share

SGX Announcement: HERE
Press Release: HERE

[AscapiaCapital]

Hi all,

I have a question on the dividend announcement. Datapulse has already released its notice of books closure yesterday but I do not understand why there is no CD in the RMK column of SGX and there is no corporate action described foor datapulse.

I wondewr how do we know when the CD will be stated in sgx?