Maxi-Cash Group, on June 24, has proposed to adopt a shareholders’ mandate in order for the group to enter into several interested person transactions (IPTs) with Aspial Group.
The interested persons listed are Maxi-Cash’s controlling shareholders, Koh Wee Seng, Ko Lee Meng and Koh Lee Hwee (the Koh siblings), who hold a direct and deemed interest of a respective 72.60%, 53.63% and 55.60% stake in Aspial Corporation.
Koh Wee Seng is Maxi-Cash’s chairman and non-executive director. Ko Lee Meng and Koh Lee Hwee are both non-executive and non-independent directors of the group.
As the Koh siblings have a collective interest of 30% or more in Aspial Corporation, the company is regarded as an association of each of the siblings, and is considered as an interested person of Maxi-Cash.
The transactions involve the purchase of finished goods by any Maxi-Cash group entity from the mandated interested persons, the procurement of services in connection with the jewellery business including the certification of jewellery and procurement of price tags, the sale of loose diamonds by any Maxi-Cash group entity to the interested persons, as well as the providing and procuring of intra-group corporate and management support services to and from the interested persons.
According to a statement released by Maxi-Cash, the proposed mandate is to help further potential business opportunities and strategies between the group and the mandated interested persons in view of the time-sensitive nature of the transactions and the possible frequency of such transactions.
The group adds that it foresees itself entering into the transactions in its ordinary course of business. The transactions may also be necessary for the group’s day-to-day operations.
Further to its statement, Maxi-Cash believes that the group can benefit from the transactions from the interested persons mandated, “which purchase would be on terms no less favourable to the Maxi-Cash IPT group than those purchased from other non-interested/unrelated third parties.”
“[This will allow] the [Maxi-Cash IPT Group] to benefit from keeping the cost of the finished goods relatively lower at cost-price,” the statement reads.
The transaction will also benefit from the increase in the group’s selection of new finished goods and having access to competitive quotes from the interested persons in respect of the finished goods procured.
In addition, the transactions will allow the group to benefit from having access to an increased customer base and the increase in its sale of loose diamonds by selling to the interested persons mandated. The group will also benefit from having access to competitive offers from the interested persons, which will be “accepted on terms no less favourable to the Maxi-Cash IPT Group than those offered by other non-interested/unrelated third parties”.
Finally, the proposed mandate will allow Maxi-Cash to benefit from the flexibility to enjoy economies of scale in the procurement of finished goods without the restrictive thresholds in terms of values imposed by the Catalist rules.
Maxi-Cash says it seeks to convene an extraordinary general meeting (EGM) of the company in due course to seek the approval and, or ratification from its shareholders for the proposed adoption of the mandate. In a separate filing, the group announced that the EGM will be taking place on July 12.
Shares in Maxi-Cash closed 16.4 cents on June 23.
