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Wed, Oct 07, 2020 – 9:22 AM
UPDATED Wed, Oct 07, 2020 – 13:34
BELLAGRAPH Nova Group (BN Group) co-founder Terence Loh resigned from the newly formed company, which was recently brought to the limelight for manipulated photos of Barack Obama in its marketing materials.
He and his cousin Nelson Loh also agreed to legally separate all of their business interests.
Terence Loh’s resignation comes as Novena Global Healthcare Group (NGHG), founded by the Singaporean duo affected by the scandal, is being investigated by the police for allegedly unauthorized firms on some of its financial statements.
At around 1 am on Wednesday, BN Group released a statement saying that Mr. Terence Loh “is trying to resolve the problems” arising from the investigation at NGHG, and therefore “mutually agreed” that he should resign.
NGHG is not part of BN Group, the latter noted. The company added that it “has never been consolidated or is incidentally linked” to NGHG and the alleged falsification of financial statements.
Mr. Nelson Loh is also a co-founder of BN Group, together with his Chinese business partner Evangeline Shen. The whereabouts of Mr. Nelson Loh in recent weeks are unknown, and he was not mentioned in the BN Group’s statement on Wednesday.
On Wednesday afternoon, Mr. Terence Loh’s office announced that the cousins had signed a separation agreement on Tuesday.
Under the agreement, Mr. Terence Loh will transfer all the shares he owns in Bellagraph Nova Pte Ltd (BNPL) to Mr. Nelson Loh for S $ 1. Thereafter, Mr. Terence Loh will resign as director of this registered company. in Singapore.
Mr. Nelson Loh will also transfer all the shares he owns in three corporate entities to his cousin for S $ 1, and will then resign as a director of these entities. The three are Dorr Global Healthcare International Pte Ltd, registered in Singapore, Rock Star Advisors Pte Ltd, registered in Singapore, and NGHG registered in the Cayman Islands, and all subsidiaries of the latter.
The duo agreed to complete the share transfers and management resignations before November 5, barring unforeseen difficulties. Both parties will sign a written agreement if an extension of time is required.
Ernst & Young (EY) filed a police report last month alleging that its signatures were used in NGHG’s financial statements even though the auditor did not approve them.
An EY spokesperson said they were “never the auditors” of parent company NGHG, which was incorporated in the Cayman Islands by Lohs, although it worked for a Singapore-incorporated subsidiary, Novena Global Healthcare Pte Ltd, only in 2017.
On Wednesday, Mr. Terence Loh stated “unequivocally” that he was not involved in the counterfeiting, and that he has remained in Singapore and remains available to assist the Department of Trade Affairs in the investigation. He declined to comment on BN Group’s statement issued early in the morning regarding his resignation.
Under the cousin separation agreement, if Mr. Terence Loh discovers after October 6 that he is a shareholder and / or director of any other company other than the four entities cited in his statement on Wednesday, both cousins ”will do everything as necessary. ” to terminate such participation and / or direction.
Mr. Nelson Loh also “acknowledges and agrees that he remains responsible for all the guarantees he executed despite the separation of interests.”
Mr. Terence Loh said the document clearly separates the business interests the duo have been involved in since 2008. “We have gone through many challenges together and the time has come for each of us to chart our careers and goals separately.” He said. additional.
In late September, a group of irritated investors in NGHG moved to protect their interests, amid concerns about the company’s accounts. Among these investors was Sinopharm Capital, the private equity arm of Chinese pharmaceutical giant Sinopharm.
NGHG’s board of directors has established a special committee to investigate allegations that the audit firms were falsified and to “restructure and examine” the affairs of the company. The Lohs are not on this committee.
The board also stated that NGHG is not wholly owned by the duo. “Most of the beneficial interest in NGHG is ultimately in the hands of individual, private and institutional investors,” he said, adding that the company is “totally disconnected and unrelated” to BN Group and Axington, which is listed on Catalist.
The Business Times (BT) understands that the NGHG board consists of four directors, in addition to the Lohs, and represents the interests of Singaporean and Chinese investors.
Mr. Terence Loh and Mr. Nelson Loh are also the majority shareholders of Axington, which said last month that it was engaging with the duo to gain clarity on the “strategic shifts” that are expected to be made in the business direction of Axington. the company.
Both men are looking to sell their majority stake in Axington and had reached out to various parties, BT reported two weeks ago.
Five of Axington’s directors, including Ms. Shen, who was the president, resigned in August.
Mr. Terence Loh said Wednesday that the separation agreement with his cousin gives him clarity to resolve the legal and corporate problems of the companies that were transferred to him.
Loh’s cousins and Ms. Shen formed BN Group in July after merging Loh’s investment vehicle, Dorr Group, with the Bellagraph Group.
BN Group announced in August that it was in advanced talks to buy the high-profile soccer club Newcastle United. Last week, he insisted that he was still looking to buy the club, despite the police investigation, doctored photos showing the trio meeting Obama and other suspicious claims made in the company’s marketing materials.
Mr. Nelson Loh, in the separation agreement, acknowledged that Mr. Terence Loh was not involved in any business decisions within BNPL. Although he was a director of BNPL, Terence Loh’s approval and opinions were not sought before Shen told the press that BN Group was still pursuing the takeover bid for Newcastle United, under the separation agreement.
Meanwhile, Mr. Terence Loh said in his statement: “The role that others have played in the current difficulties will become clear, in due course.”
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