Change - Announcement of Cessation::Resignation of Non-Executive Non-Independent Director

Issuer & Securities

Issuer/ Manager
TRICKLESTAR LIMITED
Securities
TRICKLESTAR LIMITED - SGXE45760753 - CYW
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
18-Jan-2024 20:37:00
Status
New
Announcement Sub Title
Resignation of Non-Executive Non-Independent Director
Announcement Reference
SG240118OTHRVX55
Submitted By (Co./ Ind. Name)
Gunananthan Nithyanantham
Designation
Executive Director and Chief Operating Officer
Description (Please provide a detailed description of the event in the box below)
Resignation of Non-Executive Non-Independent Director

This announcement has been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Mr. Shervyn Essex, 16 Collyer Quay, #10-00 Collyer Quay Centre, Singapore 049318, sponsorship@ppcf.com.sg.

Additional Details

Name Of Person
Bernard Christopher Emby
Age
53
Is effective date of cessation known?
Yes
If yes, please provide the date
19/01/2024
Detailed Reason (s) for cessation
Hostile board dynamics combined with board policies and actions impeded my ability to fulfil my responsibilities as a director.

Board vision and actions are incompatible with my principles and in my opinion are not in the long-term interest of shareholders.

Please refer to the Attachment to this announcement on the Board's response to the reasons for cessation of Mr Bernard Christopher Emby ("Mr Emby") for further information.

After having interviewed Mr Emby and to the best of its knowledge, the Company's Sponsor, PrimePartners Corporate Finance Pte. Ltd., is satisfied that save as disclosed in this announcement, there are no other material reasons for the cessation of Mr Emby as the Non-Executive Non-Independent Director.
Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting?
No
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
Yes
If Yes, Please provide full details
Clauses in the employment agreement of the ex-Acting CEO.

"Except in the case of dishonesty by the Executive, the Executive is to be indemnified out of the assets of the Company and Group of Companies against any claim against him by any shareholder or Group Company in relation to the performance of his duties and this benefit shall endure beyond the expiry of this agreement."

The clause is contrary to the interest of shareholders and is separate from directors' and officers' liability insurance. The clause remains current.

Please refer to Attachment to this announcement on the Board's response for further information.
Any other relevant information to be provided to shareholders of the listed issuer?
Yes
If Yes, Please provide full details
Please refer to Attachment to this announcement on the Board's response for further information.
Date of Appointment to current position
29/04/2023
Does the AC have a minimum of 3 members (taking into account this cessation)?
Yes
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
1
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
2
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Non-Executive Non-Independent Director
Role and responsibilities
Mr Emby does not hold any post in any committee, with role and responsibilities limited to being a Non-Executive Non-Independent Director only.
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
None
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details

Direct Interest of 28,342,977 shares (33.90%)
Past (for the last 5 years)
1. TrickleStar Limited (HK)
2. TrickleStar Inc (US)
3. TrickleStar (M) Sdn Bhd
4. Plugload Pte Ltd
Present
1. CircleBright Limited
2. Zernet Limited
3. ZMCB Sdn Bhd
4. Emby Properties Sdn Bhd

Attachments

TrickleStar - Board response to Bern statement - 18.01.2024.pdf
Total size =132K