Change - Announcement of Cessation::Resignation of Non-Executive Director and Chairman
Issuer & Securities
AYONDO LTD. - SG1ED1000001 - 1I5
Change - Announcement of Cessation
Date &Time of Broadcast
Announcement Sub Title
Resignation of Non-Executive Director and Chairman
Submitted By (Co./ Ind. Name)
Foo Fatt Kah
Description (Please provide a detailed description of the event in the box below)
Resignation of Non-Executive Director and Chairman - Mr Thomas Winkler
This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, UOB Kay Hian Private Limited (the "Sponsor") for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist.
This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the accuracy, completeness or correctness of any of the information, statements or opinions made, or reports contained in this announcement.
The contact person for the Sponsor is Mr Lance Tan, Senior Vice President, at 8 Anthony Road, #01-01, Singapore 229957, telephone (65) 6590 6881.
Name Of Person
Is effective date of cessation known?
If yes, please provide the date
Detailed Reason (s) for cessation
Due to the changing geographic focus of the Company's businesses from Europe to Asia following the disposal of ayondo Markets Limited (former subsidiary of the Group in the United Kingdom) in June 2019, and the liquidation proceedings of ayondo Holding AG and ayondo GmbH (subsidiaries of the Group in Switzerland and Germany, respectively) in August 2019, Mr Winkler is of the view that the Company's future businesses should be led by a resident of the Asian region with appropriate experience and knowledge to give strategic leadership. The Board will discuss with the incoming investor on a suitable candidate for the chairmanship following the Extraordinary General Meeting to be convened for shareholders approval for the proposed issue of the convertible notes announced on 22 August 2019.
Notwithstanding Mr Winkler's resignation from the Board, he has committed to the Board that he will continue to remain as the chairman and director of ayondo Holding AG and work closely with the liquidators to ensure that the statutory obligations are complied with and report any material updates on ayondo Holding AG and its subsidiaries, namely, (i) ayondo GmbH (ii) Social Trading Netzwerk GmbH (iii) Sycap Group (UK) Limited and (iv) ayondo Portfolio Management GmbH, to the Board accordingly.
The Company's sponsor, UOB Kay Hian Private Limited, after having interviewed Mr Winkler, is not aware of any other material reasons for the resignation of Mr Winkler as Non-Executive Director and Chairman.
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?
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
Any other relevant information to be provided to shareholders of the listed issuer?
Date of Appointment to current position
Does the AC have a minimum of 3 members (taking into account this cessation)?
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Role and responsibilities
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Shareholding interest in the listed issuer and its subsidiaries?
Mr Winkler holds 1,072,759 ordinary shares in the Company and is deemed to be interested in the 1,223,758 ordinary shares held in the custodian nominee account and 423,360 ordinary shares held by his spouse, Mrs Astrid Winkler and by virtue of Section 4 of the Securities Futures Act (Cap. 289) and Section 7 of the Companies Act (Cap. 50) of Singapore, Mr Winkler is deemed to be interested in the Shares held by the following companies:
(i) 17,535,420 ordinary shares held by Global Money Ventures AG;
(ii) 4,811,184 ordinary shares held by Next Generation Finance Management AG; and
(iii) 3,788,100 ordinary shares held by Baltische Bauentwicklungsgesellschaft mbH.
Past (for the last 5 years)
1. ayondo Asia Pte. Ltd.
2. ayondo GmbH (in liquidation)
3. ayondo Markets Limited
4. Bluevalor AG
5. Next Generation Finance Distribution AG*
6. Sycap Group (UK) Limited (in the process of being struck off)
*The company has been struck off.
1. ayondo Holding AG (in liquidation)
2. Global Money Ventures AG
3. Next Generation Finance Management AG
4. Hyperliquid Holding AG