Singapore Paincare Holdings Limited AGM 2025: Key Highlights for Investors

Overview of the Annual General Meeting

Singapore Paincare Holdings Limited (“SPCH”) held its Annual General Meeting (AGM) on 30 December 2025 at Seletar Country Club, Singapore. The meeting was attended by the Board of Directors, key management, auditors, sponsor, polling agent, scrutineer, and shareholders. The meeting was chaired by Dr. Lee Mun Kam Bernard, Executive Chairman and CEO.

Key Resolutions and Shareholder Engagement

• The audited financial statements for the year ended 30 June 2025 were presented and adopted. Shareholders raised several questions regarding the company’s overseas expansion plans, impairment losses, and future strategy.
• All resolutions were subject to poll voting as per SGX Catalist rules. The company emphasized transparency and compliance in its proceedings.

Detailed Shareholder Q&A – Topics That May Affect Share Price

1. Overseas Expansion and Strategic Direction

Shareholder Concerns: Investors questioned the company’s progress on overseas expansion, a key growth driver mentioned during its IPO. The Board acknowledged current challenges in executing overseas acquisitions and did not provide concrete alternatives if these plans fail. This ongoing uncertainty may affect future revenue growth and investor sentiment.

Management Response: The company remains focused on its core pain care services and is open to domestic and overseas expansion if appropriate opportunities arise. However, no specific new plans were shared.

2. Goodwill Impairments and Financial Performance

Shareholder Concerns: Large impairments were made in FY2025, which could reflect negatively on the company’s asset quality. Shareholders pressed for clarification on the likelihood of further impairments.

Management Response: The Lead Independent Director (LID) stated that the impairments were based on auditor recommendations and are part of an annual review process, particularly given significant goodwill on the balance sheet. The Board highlighted that changes in health industry regulations post-Covid-19, such as adjustments to Medisave-Integrated Plan insurance schemes, have negatively impacted revenue, profits, and margins, especially in outpatient clinics.

3. Board Diversity and Governance

Shareholders questioned the Board’s diversity, particularly the lack of members with legal backgrounds. The Chairman clarified the professional experience of the Board, highlighting a mix of medical, financial, and scientific expertise, and ongoing efforts to improve diversity in skills and gender representation.

4. Scheme of Arrangement

Shareholder Concerns: The previously proposed Scheme of Arrangement lapsed due to the offeror’s lack of financial support. Shareholders sought clarity on future plans and whether new offers may be considered.

Management Response: The Board confirmed the lapse of the scheme is final. Any future offers would be presented to shareholders. The Board clarified that it is not the offeror and not involved in negotiating scheme funding.

Voting Results and Key Resolutions

• All resolutions were passed with approximately 72% of shares voted in favor and around 28% against, reflecting notable opposition across all items.
• Key resolutions included approval of directors’ fees (up to S\$61,100), re-election of directors Dr. Lee Mun Kam Bernard, Dr. Lim Kah Meng, and Dr. Kenneth Sheah Ban Joo, and the re-appointment of BDO LLP as auditors.
• Shareholders granted the Board authority to issue new shares up to 100% of the share capital (50% other than pro rata), and approved continued use of the Employee Share Option Scheme (ESOS) and Performance Share Plan (PSP), with a combined cap of 15% of share capital for all share-based awards.

Important and Potentially Price-Sensitive Takeaways

• Impairments and Regulatory Changes: The large impairments and ongoing industry challenges could signal continued pressure on profitability and asset values.
• Uncertainty Over New Growth Initiatives: The lack of clarity on overseas expansion or alternative strategies may impact growth expectations.
• Board Authority to Issue Shares: The renewed mandate to issue up to 100% of share capital (subject to limits) provides flexibility for future fundraising, acquisitions, or dilution events, which could impact share value.
• Shareholder Dissent: The consistent 28% opposition to all resolutions signals a significant minority concern, which could point to underlying shareholder dissatisfaction and governance risk.
• No Exercise of Share Schemes Yet: While the ESOS and PSP were renewed, the company has not yet granted any awards under these plans – this could change in the future and would affect dilution.
• Scheme of Arrangement Outcome: The lapse of the scheme confirms no near-term change-of-control transaction, but the Board remains open to new offers.

Conclusion

The AGM highlighted several areas of ongoing challenge and potential opportunity for Singapore Paincare Holdings Limited. Investors should closely monitor future updates regarding overseas expansion, potential further impairments, regulatory changes, use of share issuance mandates, and any new significant corporate developments. The Board’s responses indicate a cautious approach in a changing healthcare environment, and the relatively high level of shareholder dissent should not be overlooked.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence before making investment decisions. The author and publisher are not responsible for any actions taken based on this information.

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