Protasco shareholders want to remove Tey and Ooi

PETALING JAYA: Shareholders who own 10.51% collectively in Protasco Bhd, are seeking to convene an EGM to remove two non-executive directors, Tey Por Yee and Ooi Kock Aun “with immediate effect”.

The shareholders are UOBM Nominees (Tempatan) Sdn Bhd and Tan Heng Kui who own 8.99% and 1.52% in Protasco, respectively.

In a special notice submitted yesterday, the two shareholders said: “… (We) hereby give notice pursuant to Sections 128(2) and 153 of the Companies Act of our intention to move the following proposed ordinary resolutions at an EGM of the company requisitioned pursuant to Section 144 of the Companies Act…”

The construction company said in a statement that its board of directors would be called to discuss the matter and that the relevant announcements will be made in due course.

To recap, Protasco had filed a legal suit against Tey, Ooi and Indonesian-based PT Anglo Slavic Utama (PT ASU).

Protasco had entered into a sale and purchase agreement (SPA) with PT ASU in late-2012 to acquire a 76% equity interest in PT Anglo Slavic Indonesia (PT ASI) for US$55mil (RM181.3mil).

After undertaking a due diligence, the terms of the SPA were revised.

On Jan 29, Protasco entered into an amended SPA with PT ASU for the acquisition of a 63% stake in PT ASI for US$22mil that came with a profit guarantee of US$22mil spread over four years.

The proposed deal lapsed as conditions to the restated SPA were not fulfilled by within the stipulated timeframe.

Protasco’s claim against Tey and Ooi, is premised on its allegations that the two directors have breached their fiduciary and statutory duties, including the duty to disclose their interest in the transaction, conspiracy to defraud the company and the making of secret profits.

However, the duo later denied all the allegations made against them and that they would file their defence by the end of the month.

Tey and Ooi own 16.69% and 1.61% in Protasco, respectively.