ST Group Food Industries Announces Series of Subsidiary Restructurings and Divestments: What Retail Investors Need to Know

Key Highlights from the Latest Corporate Actions

• Multiple internal restructurings and share transfers across subsidiaries in Australia, the UK, and Singapore.
• Effective ownership changes in several entities, including GCTea Outlets, Eatalley Australia Pty Ltd, and Oldtown (QV) Aust Pty Ltd.
• Striking off of dormant and indirect subsidiaries in Australia and the UK.
• Disposal of entire interests in certain UK-based subsidiaries to a third party.
• All transactions funded internally and declared not to have a material impact on net tangible assets or earnings per share for FY2025.
• Some transactions constitute interested person transactions, but all are below disclosure thresholds under Singapore Exchange rules.

Detailed Breakdown of Corporate Actions

1. Changes in GCTea Outlets Ownership

On 1 January 2025, Mr. Lim Tze Yen acquired a 30% stake in GCTea Outlets 2 Ltd, an indirect subsidiary, from Ayer Rajah Investments Pte. Ltd. for GBP30. This stake was then sold to GCTea Ltd for SGD100,000. Following these transactions, the Group’s effective ownership in GCTea Outlets 2 Ltd, as well as its subsidiaries, increased to 84%. Notably, Mr. Lim Tze Yen is a minor shareholder of the Group, holding less than 5% of the company’s shares, with no other relationships to the Group or its directors.

2. Striking Off Dormant Australian Subsidiaries

On 29 January 2025, two indirect subsidiaries—BPC Australia Pty Ltd (55% effective ownership) and Dartslive Australia Pty Ltd (100% effective ownership)—were struck off from the Australian Securities and Investments Commission due to dormancy.

3. Internal Transfers and Name Change

On 18 February 2025, STG Food Industries 5 Pty Ltd transferred its entire ownership of IPR Outlet Pty Ltd to ST Wholesale Pty Ltd. The following day, IPR Outlet Pty Ltd was renamed Homm QV Pty Ltd, continuing as a wholly-owned subsidiary.

4. Intragroup Transfers in the UK

On 20 March 2025, GCTea Outlets 2 Ltd (84% effective ownership) transferred full ownership of GCTea Outlets 2A Ltd and GCTea Outlets 2B Ltd to GCTea Ltd, streamlining the subsidiary structure.

5. New Subsidiary for Food Outlet Expansion

On 25 March 2025, Tam Jai Aust JV Pty Ltd (51% indirect ownership) incorporated Tam Jai Aust Outlets Pty Ltd in Australia with a paid-up capital of AUD100, aiming to operate food and beverage outlets.

6. Changes in Eatalley Australia Pty Ltd Ownership

On 15 May 2025, ST Wholesale Pty Ltd increased its stake in Eatalley Australia Pty Ltd from 54% to 65%, then transferred this stake to Papparich Outlets Pty Limited (a wholly-owned indirect subsidiary). The remaining 35% was sold to an unrelated party, Eatalley Food Planet Pte. Ltd. at AUD1.00 per share. Importantly, despite the transfers, the Group’s effective interest in Eatalley Australia Pty Ltd remained unchanged. This transaction is classified as an “interested person transaction” but falls below the reporting threshold.

Eatalley Australia Pty Ltd owns 100% of Yakiniku Grill Pty Ltd and will operate under the “EatAlley” brand, a Malaysian food court concept through a partnership with Eatalley Food Planet Pte. Ltd.

7. Share Issuance and Partnership in Oldtown (QV) Aust Pty Ltd

On 16 May 2025, Papparich Outlets Pty Limited increased the share capital of Oldtown (QV) Aust Pty Ltd from 100 to 160 shares, then transferred 56 shares to Eatalley Food Planet Pte. Ltd. Following this, Papparich Outlets holds 65% of Oldtown (QV) Aust. The consideration for the transfer reflected the company’s net liabilities value and was determined on a partnership basis. Oldtown (QV) Aust now operates an “EatAlley” outlet in Australia.

8. Strike Off of UK Subsidiaries

On 27 May 2025, GCTEA Outlets 3B Ltd and GCTEA Outlets 3 Ltd, both indirect UK subsidiaries with 84% effective ownership, were struck off the UK Companies Register following a review of the group’s corporate structure.

9. Full Divestment of UK GCTea Interests

On 16 June 2025, the Group, via GCTea Ltd, fully disposed of its interests in GCTea Outlets Ltd, GCTea Outlets 2 Ltd, and GCTea DKJV Ltd for a nominal sum to Lam Kei Kwan, further streamlining the Group’s international portfolio.

Implications for Shareholders

• No transaction is expected to have a material impact on the Group’s consolidated net tangible assets or earnings per share for FY2025.
• The majority of changes reflect internal restructuring, divestment of dormant companies, and strategic partnerships for expansion of the “EatAlley” brand in Australia.
• Potential for a more streamlined and focused group structure, particularly in Australia and the UK, which could improve operational efficiencies and future profitability.
• Some transactions involved related parties but were below disclosure thresholds, indicating they are not significant enough to trigger regulatory reporting or likely to have a substantial price impact at this time.

What Retail Investors Should Watch

While the Group is optimizing its corporate structure and expanding its food and beverage outlets in Australia, none of the announced transactions appear to be immediately price-sensitive or expected to move the share price significantly. However, shareholders should monitor the Group’s future announcements for the operational performance of the new “EatAlley” outlets and the impact of the streamlined structure on profitability.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Retail investors are encouraged to perform their own due diligence or consult a financial advisor before making investment decisions. The information is based on the company’s announcements as of August 2025 and is subject to change.

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