SINGAPORE (Apr 7): In 2014, Singapore Press Holdings (SPH) forked out $30 million to acquire a 60% stake in CoSine Holdings, the holding company for software firm StreetSine Technology Group (SSTG).

STSTG comprised StreetSine Singapore, StreetSine Hong Kong, and the digital platforms Singapore Real Estate Exchange (SRX) and Hong Kong Real Estate Exchange (HRX). Following the move, SRX and SPH’s STProperty were integrated into a single digital property listing platform.

Now, the founders of SSTG, Samuel Cranage Baker and Jeremy Lee Chuen Yang, are suing SPH, its wholly-owned subsidiary SPH Interactive (SPHI), and SSTG CEO Jason Barakat-Brown for alleged unlawful means conspiracy.

Baker and Lee each currently own a 20% stake in SSTG. But while they are minority shareholders, they claim they are entitled to retain the right to control and manage the business of SSTG as long as they each own at least a 5% stake in SSTG.

However, Baker and Lee allege that SPH, SPHI and Barakat-Brown had been involved in an unlawful means conspiracy to breach these rights and to carry out acts of oppression against them.

The plaintiffs filed and served their amended Writ of Summons and Statement of Claim on SPH and SPHI on March 5, 2020, SPH revealed in a regulatory filing on April 7. SPH and SPHI filed their amended Defence and Counterclaim on March 20.

Baker and Lee are seeking for the High Court to order SPHI to buy out their shareholdings in SSTG, as well as for damages to be assessed for unlawful means conspiracy.

SPH says the potential financial impact of the claim cannot be quantified at this stage as the plaintiffs are not seeking liquidated damages. In addition, any buy-out of the plaintiffs’ shares in SSTG will be on the basis of an independent valuation which has yet to be conducted, it added.

Meanwhile, SPH and SPHI have also filed a counterclaim against Baker and Lee for various tax-related liabilities accrued by SSTG and its wholly-owned subsidiary prior to the acquisition in 2014.

SPH says the allegations by the plaintiffs are “unmeritorious and groundless” and adds that it intends to rigorously defend the claim.

The claim is not expected to have a material impact on SPH’s operations for the current financial year ending August.

In a separate filing on Tuesday, SPH reported a 5.5% rise in earnings to $31.3 million for 2QFY2020 ended February. This brings the group’s earnings for the first half of the year to $77.6 million – some 9.3% lower than the corresponding period a year ago.

See: SPH slashes dividends by 73% amid Covid-19 concerns even as 2Q earnings rise 5.5% to $31.3 mil

Shares in Singapore Press Holdings closed 5 cents higher, or 3.2% up, at $1.60 on Tuesday.