NoonTalk Media Limited Responds to SGX Queries on Subsidiary Share Subscription and Convertible Loan Agreement

NoonTalk Media Limited (“the Company”) has issued a detailed response to queries from the Singapore Exchange Securities Trading Limited (SGX-ST) relating to its recent announcement on 4 December 2025. The matter concerns the Company’s wholly-owned subsidiary, NTM Masterpiece Pte. Ltd. (“NTM Masterpiece”), and a Convertible Loan Agreement entered into with investor Mr Ng Tse Meng.

Key Points for Investors

• Simultaneous Share Subscription and Convertible Loan: On 4 December 2025, Mr Ng Tse Meng subscribed for 25 ordinary shares in NTM Masterpiece for S\$25, representing 20% of the subsidiary’s enlarged issued share capital following the subscription. This was executed at the same time as a Convertible Loan Agreement between Mr Ng Tse Meng and the Company.
• Share Subscription Terms: The subscription price for the new shares was set at a nominal S\$1 per share, mirroring the original capitalisation of NTM Masterpiece on incorporation. This pricing did not rely on earnings or cash flow valuation metrics, as NTM Masterpiece was newly incorporated and lacked significant operating history or profits.
• Board’s Due Diligence: An independent professional firm was engaged to assess the fairness and reasonableness of the transaction for internal management purposes. The Board determined that the transaction was appropriate given the Group’s financial condition, valuation methodology, and lack of viable alternative financing options. The investor’s industry expertise and business network were also factored into the decision.
• Catalist Rule 805(2)(b) Not Triggered: The issuance of new shares to the investor was not subject to shareholder approval under Catalist Rule 805(2)(b), as NTM Masterpiece did not qualify as a “principal subsidiary.” At the time of the transaction, NTM Masterpiece’s pre-tax profits did not represent 20% or more of the Group’s latest audited consolidated pre-tax profits. Therefore, the rule requiring shareholder approval for significant reduction in equity interest was not applicable.
• Timing of Award Show and Use of Proceeds: The Golden Singa Awards (“Award Show”) was held on 1 December 2025, prior to the execution of the Convertible Loan Agreement on 4 December 2025. The Company clarified that it had received advances from Mr Ng Tse Meng before the Award Show, with the investor’s consent, and these funds were used to cover event expenses. The formal agreement and share subscription occurred after the event, following ongoing negotiations.

Potentially Price-Sensitive Information for Shareholders

• New Strategic Investor Participation: The addition of Mr Ng Tse Meng as a 20% shareholder in NTM Masterpiece could signal new strategic direction, increased credibility, and enhanced business network for the subsidiary, potentially impacting future growth and value.
• Convertible Loan Proceeds Fully Utilised: The Company has confirmed that all proceeds from the Convertible Loan have been fully utilised for the Award Show, which may affect short-term liquidity and future financing needs.
• No Requirement for Shareholder Approval: The transaction did not trigger any mandatory shareholder approval, potentially streamlining the process but also meaning shareholders were not consulted on this dilution in the subsidiary’s ownership.

Additional Details Investors Should Note

• NTM Masterpiece Formation and Purpose: NTM Masterpiece was incorporated on 10 February 2025 with S\$100 capital to organise and undertake the Golden Singa Awards and related activities.
• Shareholding Structure Post-Transaction: After the subscription, the Company holds 100 shares (80%) and Mr Ng Tse Meng holds 25 shares (20%) in NTM Masterpiece, with total paid-up capital at S\$125.
• Transparency on Financing Arrangements: The Company disclosed that negotiations and advances from the investor began well before the formal agreement was signed, ensuring continuity in event planning and execution.
• Board’s Assessment and Rationale: The Board highlighted the importance of the investor’s experience and network, as well as the lack of alternative financing, in justifying the transaction as being in the Group’s best interests.

Share Price Implications

This announcement contains several elements that could influence investor sentiment and NoonTalk Media Limited’s share price:

• The strategic entry of a new investor with a significant stake in a subsidiary focused on high-profile entertainment events.
• The full utilisation of loan proceeds for a marquee event, which may reflect both successful execution and immediate capital needs.
• The absence of shareholder approval requirements, raising questions around governance but also indicating operational flexibility.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are advised to consider all publicly available information and consult with their financial advisors before making investment decisions. The views and details provided in this article reflect public disclosures by NoonTalk Media Limited and may be subject to change or further clarification by the Company or regulatory authorities.

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