by Ganesh Sahathevan
CELLOS-NOTICE OF DEEMED SPECIAL RESOLUTION TO
WIND UP A COMPANY
CellOS Singapore execs, Jason Huber in battle for control
CellOS says its technology can revolutionise mobile network.
· BEN BUTLER
BUSINESS REPORTER
· 12:00AM SEPTEMBER 11, 2017
Australian businessman Jason Huber has accused members of Singapore’s elite of robbing him of control of CellOS — a company building a revolutionary mobile phone network technology potentially worth billions — in a Federal Court trial set to begin today.
CellOS and the remaining members of the company’s board in turn accuse Mr Huber of defrauding it through two loans he provided to fund operations, and share trading involving a network of offshore entities — accusations Mr Huber denies.
The company says one use of its technology is to replace expensive hardware at mobile phone base stations with software, saving telco operators vast amounts of money.
This helped propel CellOS to valuations in the billions of dollars, but its research and development efforts required heavy funding and the company suffered from a lack of income.
Efforts by both sides to raise the millions needed to keep CellOS going are at the core of the Federal Court lawsuit.
Documents before the court paint a picture of a thriving grey market in Singapore for shares in CellOS, which is registered in Australia as an unlisted public company.
The court is set to hear of shares being sold as “Kingdom Work” to benefit a church connected to a CellOS director and of a plan to get rid of Mr Huber as chief executive, dubbed “Project D”.
In an unusual turn of events, the company also initially included as a target of its lawsuit a sitting director, well-connected Singaporean executive trainer and businesswoman Constance Peck. However, Ms Peck resigned from the board in March this year and has provided evidence to the court that in part supports Mr Huber’s version of events.
In a witness statement filed with the court, Ms Peck says she sold cheap shares to parishioners of her church.
She said she asked them to pledge 10 per cent of any profit reaped in an expected IPO back to the church.
While her statement does not identify the church, Ms Peck names as receiving cut-price shares Thio Gim Hock, a pastor at Singapore’s City Missions Church and the chief executive of OUE Limited, a hotel operator and property developer in the city state.
Mr Thio, who was a director of CellOS for a month last year, is married to Thio Su Mien, a former dean of law at the University of Singapore.
He is not a party to the proceedings and is not alleged to have done anything wrong.
Ms Peck said she and her husband, Alan Peck, first bought shares in CellOS in March 2013, after a meeting with Mr Huber during which the prospect of a listing on the Nasdaq exchange within six months at $100 a share was raised.
The couple bought 600,000 shares from Mr Huber at $US2 a share. Ms Peck said she then sold more shares to friends, family and members of her church.
“In or around April 2013, I came up with the idea of a profit ‘pledge’ which would involve a commitment by investors to donate or tithe 10 per cent of the net profit of the CellOS investment that was expected to be realised at IPO to Kingdom Work,” she said in her witness statement.
However, Mr Huber refused to provide her with any more cut-price shares so she instead started to obtain them from CellOS’s broker, Melvin Tan.
CellOS accuses Mr Huber of undermining its share price by selling his shares to fund two loans to the company by entities associated with him in 2013 and 2014.
It also accuses him of selling more shares through a complex network of companies registered in exotic locations including Belize, Samoa and the British West Indies — an umbrella term that takes in a swath of Caribbean islands.
However, Mr Huber has told the court CellOS’s board approved the loans, which raised much-needed funds to keep the company going. And he claims he did not control all but three of the offshore companies named by CellOS.
He claims they were instead in the control of lawyer Harveen Singh Narulla, a former CellOS company secretary who worked as a “strategy consultant”.
Ms Peck told the court she became concerned after the IPO did not happen within six months and began considering a move against Mr Huber.
A research paper entitled “Project D”, prepared for Ms Peck in April 2015, and attached to her witness statement, claims the company was running out of cash and management viewed Mr Huber as running a Ponzi scheme.
It then set out a plan to get rid of Mr Huber and restructure the company by slashing costs.
Mr Huber lost his place on the board at an extraordinary general meeting in September 2015.
BEN BUTLER
Cellos Software Ltd, a company incorporated in Australia but with its business in Singapore, has been put into liquidation. The Australia described the company's problems in these words: The company says one use of its technology is to replace expensive hardware at mobile phone base stations with software, saving telco operators vast amounts of money. This helped propel CellOS to valuations in the billions of dollars, but its research and development efforts required heavy funding and the company suffered from a lack of income. In a witness statement filed with the court, (former director Constance Peck) says she sold cheap shares to parishioners of her church. She said she asked them to pledge 10 per cent of any profit reaped in an expected IPO back to the church. While her statement does not identify the church, Ms Peck names as receiving cut-price shares Thio Gim Hock (deceased), a pastor at Singapore’s City Missions Church and the chief executive of OUE Limited, a hotel operator and property developer in the city state. Mr Thio, who was a director of CellOS for a month last year, is married to Thio Su Mien, a former dean of law at the University of Singapore. He is not a party to the proceedings and is not alleged to have done anything wrong. |
TO BE READ WITH
CellOS Singapore execs, Jason Huber in battle for control
CellOS says its technology can revolutionise mobile network.
· BEN BUTLER
BUSINESS REPORTER
· 12:00AM SEPTEMBER 11, 2017
Australian businessman Jason Huber has accused members of Singapore’s elite of robbing him of control of CellOS — a company building a revolutionary mobile phone network technology potentially worth billions — in a Federal Court trial set to begin today.
CellOS and the remaining members of the company’s board in turn accuse Mr Huber of defrauding it through two loans he provided to fund operations, and share trading involving a network of offshore entities — accusations Mr Huber denies.
The company says one use of its technology is to replace expensive hardware at mobile phone base stations with software, saving telco operators vast amounts of money.
This helped propel CellOS to valuations in the billions of dollars, but its research and development efforts required heavy funding and the company suffered from a lack of income.
Efforts by both sides to raise the millions needed to keep CellOS going are at the core of the Federal Court lawsuit.
Documents before the court paint a picture of a thriving grey market in Singapore for shares in CellOS, which is registered in Australia as an unlisted public company.
The court is set to hear of shares being sold as “Kingdom Work” to benefit a church connected to a CellOS director and of a plan to get rid of Mr Huber as chief executive, dubbed “Project D”.
In an unusual turn of events, the company also initially included as a target of its lawsuit a sitting director, well-connected Singaporean executive trainer and businesswoman Constance Peck. However, Ms Peck resigned from the board in March this year and has provided evidence to the court that in part supports Mr Huber’s version of events.
In a witness statement filed with the court, Ms Peck says she sold cheap shares to parishioners of her church.
She said she asked them to pledge 10 per cent of any profit reaped in an expected IPO back to the church.
While her statement does not identify the church, Ms Peck names as receiving cut-price shares Thio Gim Hock, a pastor at Singapore’s City Missions Church and the chief executive of OUE Limited, a hotel operator and property developer in the city state.
Mr Thio, who was a director of CellOS for a month last year, is married to Thio Su Mien, a former dean of law at the University of Singapore.
He is not a party to the proceedings and is not alleged to have done anything wrong.
Ms Peck said she and her husband, Alan Peck, first bought shares in CellOS in March 2013, after a meeting with Mr Huber during which the prospect of a listing on the Nasdaq exchange within six months at $100 a share was raised.
The couple bought 600,000 shares from Mr Huber at $US2 a share. Ms Peck said she then sold more shares to friends, family and members of her church.
“In or around April 2013, I came up with the idea of a profit ‘pledge’ which would involve a commitment by investors to donate or tithe 10 per cent of the net profit of the CellOS investment that was expected to be realised at IPO to Kingdom Work,” she said in her witness statement.
However, Mr Huber refused to provide her with any more cut-price shares so she instead started to obtain them from CellOS’s broker, Melvin Tan.
CellOS accuses Mr Huber of undermining its share price by selling his shares to fund two loans to the company by entities associated with him in 2013 and 2014.
It also accuses him of selling more shares through a complex network of companies registered in exotic locations including Belize, Samoa and the British West Indies — an umbrella term that takes in a swath of Caribbean islands.
However, Mr Huber has told the court CellOS’s board approved the loans, which raised much-needed funds to keep the company going. And he claims he did not control all but three of the offshore companies named by CellOS.
He claims they were instead in the control of lawyer Harveen Singh Narulla, a former CellOS company secretary who worked as a “strategy consultant”.
Ms Peck told the court she became concerned after the IPO did not happen within six months and began considering a move against Mr Huber.
A research paper entitled “Project D”, prepared for Ms Peck in April 2015, and attached to her witness statement, claims the company was running out of cash and management viewed Mr Huber as running a Ponzi scheme.
It then set out a plan to get rid of Mr Huber and restructure the company by slashing costs.
Mr Huber lost his place on the board at an extraordinary general meeting in September 2015.
BEN BUTLER
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