‘Not a hostile takeover’

PETALING JAYA: iCapital.biz Bhd shareholder Lo Kok Kee maintains that he is not a nominee of European hedge fund Laxey Partners and that he is acting as a “minority shareholder rights activist”. He also refuted allegations that he was part of a hostile takeover of iCapital.biz.

In an email to StarBiz, Lo said: “I am not a nominee of Laxey. I was nominated by a shareholder of the company to stand as director, not by Laxey.”

To recap, Lo was one of three new directors seeking a board representation on iCapital.biz a move which has riled its investment adviser, Tan Teng Boo.

Lo also said that StarBiz report on Nov 6 entitled “Hostile takeover?” was “misleading”, “scare-mongering” and created uncertainty in iCapital.biz share price.

He sent to StarBiz a copy of a letter from Laxey to the board of directors of iCapital.biz dated June this year, in which a request was put forward for two resolutions to be presented at the company's forthcoming AGM. (These resolutions are different from the latest resolutions put forward by Laxey in which Lo, Andrew Pegge the founder of Laxey and one Low Nyap Heng, are seeking to be made board members of iCapital.biz.)

The first resolution (from the letter) was for Pegge to be appointed as a non-independent non-executive director of iCapital.biz and the second was for the board to bring forth proposals designed to narrow the price discount to iCapital.biz's net asset value.

“This was a perfectly legitimate request from a shareholder, but it was ignored by the board of directors for reasons best known to them. Is this a hostile takeover of the company with only one director proposed?” Lo questioned.

Lo also clarified that he had no special arrangement with Laxey in relation to SGX-listed closed-end fund United International Securities (UIS). StarBiz had reported that Lo, together, with Laxey had embarked on a similar takeover move on this company last year.

“For the record, I had acquired my shares in UIS when my original investment in Overseas Union Securities (OUS) was converted into UIS shares after their merger, long before Laxey Partners came into the scene. In 1990, I had independently proposed moves to reduce the price discount of OUS, so there was no scheme or conspiracy with Laxey as you have implied.

“I was merely invited by Laxey last year to stand for election as an independent non-executive director, to represent the interests of minority shareholders, of which I am one myself, and not as a Laxey nominee.”

Lo also said that he had held the UIS shares for more than 10 years. “Would that still make me a one night stander,” he questioned, in reference to allegations that he would be taking only a short-term position in iCapital.biz.

Similarly, Lo said he was not in cohorts with Laxey with regard to action taken at two other funds in Malaysia, namely the Amanah Millenia Fund and the Amanah Harta Tanah PNB2 (AHP2).

He sent to StarBiz a notice of the EGM of Amanah Millenia Fund in 2007, which called for members' voluntary liquidation of the fund. “None of us moved the said resolution and shareholders merely exercised their rights to vote on the resolution.

“If this was a coordinated effort between myself and Laxey, then one would have to include all the other shareholders who voted in favour of the resolution too. The allegation is without basis, as I did not even vote for the resolution. In fact, I did not attend the EGM as I didn't think my vote would be necessary.”

Lo pointed out that for AHP2, Laxey was not part of the requisitionists for the EGM that sought to liquidate the fund, nor was it a significant unit-holder of the fund.

Lo, 66, was a director and shareholder of OSK & Partners Sdn Bhd, the predecessor of OSK Investment Bank Bhd, the iCapital.biz AGM notice showed.

He had also held managerial positions in MBF Corp Bhd and Malaysian International Merchant Bank Bhd and was a research officer at Kumpulan Guthrie Sdn Bhd. He is currently a director of the Esquire Kitchen group of companies. Lo owns 22,500 shares in iCapital.biz, according to the notice.

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