IT SOLUTIONS provider Procurri Corporation on Thursday (Jun 16) announced changes to its board of directors effective Jun 15, including the cessation of its non-independent non-executive director Loke Wai San.

Loke, who is founder and managing director of private equity fund adviser NovoTellus Capital Partners, resigned after Novo Tellus PE Fund 2 tendered all of its shares in acceptance of DeClout’s mandatory cash offer for Procurri.

It resigned its nominated director “to facilitate appropriate shareholder representation and governance for the company”.

In May, Procurri received a mandatory cash offer from technology incubator DeClout for S$0.425 per share in cash, after the latter purchased 3.9 million shares in the company through a married deal and triggered a need for a compliance offer.

Loke will also resign as a member of the company’s audit committee, nominating committee, remuneration committee and strategy committee. His alternate director Keith Toh will also be resigning.

Procurri also said its executive chairman Thomas Sean Murphy will be resigning from the role, although he will continue to be group chief executive officer (CEO) and executive director of the company.

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Additionally, the company has appointed Wong Kok Khun and Lwi Tong Boon as non-independent non-executive directors to its board.

Wong, who is group CEO and a director of DeClout, will take on the role of non-executive chairman in Murphy’s stead, as well as join the audit, nominating, remuneration and strategy committees.

Meanwhile, Lwi is the chief corporate development officer of DeClout.

In June, DeClout further raised its stake in Procurri by purchasing some 58 million shares through married trades and open market purchases, bringing its resultant shareholding in Procurri to 92.53 per cent.

DeClout had earlier said it intends to maintain the listing status of Procurri following its mandatory general offer, and does not plan to exercise any rights of compulsory acquisition.

DeClout, however, will have the right to re-evaluate its position, including its right of compulsory acquisition, if Procurri does not meet the free float requirement by the close of the offer on Jul 1. As at Jun 10, the percentage of Procurri shares held by the public was 7.5 per cent, falling below the requisite 10 per cent.

Shares of Procurri closed flat at S$0.42 on Wednesday.