KUALA LUMPUR: It was supposed to be D-Day for PROTASCO BHD shareholders as they were to vote on removing company directors at an EGM.
The boardroom tussle, however, took a new twist after shareholders Tey Por Yee and Ooi Kock Aun obtained an ex-parte injunction on Nov 25 to stop executive vice-chairman and group MD Datuk Seri Chong Ket Pen and two other shareholders from voting at the EGM.
The ex-parte order also restrained Protasco from recognising any changes in the board.
The EGM was called by shareholders UOBM Nominees (Tempatan) Sdn Bhd and Tan Heng Kui to remove both Tey and Ooi from the board.
The injunction at the 11th hour served at the most unlikely of places – at the doorstep of the EGM venue – could indicate that the battle is not going to be over so soon.
Protasco chairman Tan Sri Hadenan A. Jalil had earlier yesterday called for an adjournment at the start of the meeting to noon due to the injunction. When the meeting reconvened, shareholders cast their votes to decide whether the EGM would continue or be adjourned. Accounting firm Crowe Horwath was tasked to do the counting.
More than 90% of the shareholders who attended voted to adjourned the meeting to today.
While Tey and Ooi claimed that the EGM was illegal, Protasco’s independent non-executive director Tan Yee Boon said the meeting was carried out in a proper manner.
Yee Boon said the company’s lawyers would attempt to have the ex-parte injunction lifted today.
“Company lawyers were in court trying to set aside the injunction. That was the reason the chairman adjourning the meeting for a couple of hours pending the outcome of the court.
“In the afternoon we were informed that the court has decided to hear the matter tomorrow (Thursday) morning,” he said.
He stressed that the meeting was conducted in accordance with its articles of association and constitution and nothing was improper.
He explained that the chairman had earlier told shareholders that the meeting would be adjourned for a while and there was a couple of minutes given and no one objected.
Asked if it was fair for minority shareholders, Yee Boon said every shareholder had the right to be heard.
Earlier, Tey and Ooi walked out from the EGM claiming “the meeting was illegal as the adjournment contravened the company’s articles of association”.
Both claimed that Hadenan had not sought shareholders’ approval for the earlier adjournment of two hours to noon.
“The adjournment seems to be the personal agenda of some shareholders. These shareholders were essentially prevented by a court order dated Nov 25 from voting on the motion,” Tey and Ooi said in a joint statement.
Tey said the two-hour adjournment was to “buy some time” as Chong sought to set aside the injunction.
Both Tey and Kingdom Seekers Ventures Sdn Bhd filed an injunction in the High Court to restrain certain shareholders from exercising their voting rights in respect of the EGM’s motion.
“We are bewildered as to why the chairman made such a swift request for the adjournment, without putting it to the floor for a vote, simply on the basis that certain shareholders would not be entitled to vote.
“We wonder whether this would be a precedent set for future EGMs to be adjourned whenever any member was restrained from being able to vote. We are currently seeking legal advice on our options,” they said.
When asked, Tey said his previous lawyer, Gideon Tan has discharged himself. “We leave on good terms,” he said.
On Friday, there will be another EGM, jointly requisitioned by Tey and a company he controls, to oust Chong from the board.
Meanwhile, Keng Hui, who has a 1.75% stake in Protasco said he was the last to be served with the ex-parte injunction.
“I was very surprised that I was served the notice at the very last minute. I received the injunction just outside when I was coming in for the meeting. Of course, that didn’t leave me much time to read it. The notice seeks to prevent me from voting and there as no valid reason given,” he added.