Share buyback during black-out period 'a mistake': No Signboard

Singapore

LIM Yong Sim, executive chairman and chief executive officer of No Signboard Holdings, made "an honest mistake" when he instructed the company's broker to buy back shares of the seafood restaurant operator during a trading restriction period.

Responding to an earlier query from the Singapore Exchange (SGX) on the unusual price movements of No Signboard shares, the company said it had held its annual general meeting on the morning of Jan 31 to approve the company's share buyback mandate. Mr Lim later instructed the company's broker UOB Kay Hian to queue to buy the shares at a price of up to S$0.14 each. By 12.12pm on Jan 31, about 1.07 million shares were purchased.

"This was an honest mistake on the part of Mr Lim as he did not notice that the share purchase at prices of up to $0.14 exceeded the 5 per cent cap above the average closing price of the last five days permitted under the share buyback mandate of $0.1226 as at 31 January 2019,'' the company explained.

On Jan 31, the stock jumped nearly 24 per cent to S$0.15, prompting the SGX query and, shortly after, a trading halt from the restaurant operator.

As the company had not held its its audit committee and board meetings to approve its results for the three months ended Dec 31, 2018, the shares purchase was carried out during the black-out period, during which dealing in the company's securities was restricted. No Signboard was due to release its first quarter 2019 results on Feb 1.

"In light of the above, the share purchase has inadvertently resulted in two breaches, that is, dealing in the shares of the company during the black-out period and the purchase of shares at a price which exceeded the share price cap," the company said.

In the wake of the breaches, No Signboard's sponsor, RHT Capital, has directed Mr Lim to attend directors' trainings to re-familiarise himself with the listing rules and other regulatory requirements. In addition, the company has been directed by the sponsor to develop and immediately implement a comprehensive internal policy and procedure on the share buyback process.

No share buyback will be carried out by the company until the policy is approved by the board and properly implemented.

Meanwhile, SGX Regulation (SGX RegCo) has directed RHT Capital to ensure that directors familiarise themselves to ensure compliance with the listing rules.

"The sponsor will also be required to assess and be satisfied that the company has sufficient systems, procedures and controls to comply with the rules."

Shares in No Signboard will resume trading on Monday.