New twist in Seacera boardroom tussle

  • Business
  • Monday, 29 Apr 2019

Seacera Group Bhd, which has become a Practice Note 17 company, saw 22.91 million of its shares crossed in an off-market deal on Monday.

KUALA LUMPUR: Seacera Group Bhd has clarified substantial shareholder, Datuk Tan Wei Lian had never approached the board to propose any business plan, which includes the sale of the group’s smaller assets and payment of a 10 sen special dividend.

In a statement on Saturday, Tan announced that he would pay all shareholders of Seacera a special dividend of 10 sen per share if he was given the opportunity to take over the helm of the company.

Tan is the single largest shareholder of Seacera – which has become a Practice Note 17 issuer -- with an over 16% stake as at April 17.

However, on Monday, Seacera issued a statement to Bursa Malaysia to clarify that it was never approached by Tan on the business plan. 

“Hence, Seacera does not have any knowledge of Tan’s business plan as mentioned in the Nanyang Siang Pau article on Saturday, according to the group’s Bursa Malaysia filing today. “Tan had never approached the board to propose any business plan.”

Seacera said Tan had previously issued two notices to call for extraordinary general meeting on March 28 and April 15, which he had withdrawn both notices without stating any reason. 

“On March 26, Tan and three others had provided an undertaking to the High Court that they will not, jointly and severally, issue any new notice of EGM until and unless they are members of Seacera for not less than 10% of its issued capital. Hence, the board isn’t sure of how Tan would control the company,” it said. 

“Seacera is not bound by Tan’s guarantee in relation to the 10 sen special dividend. The company and the board never appointed Tan to be the agent of the company in any form. 

“The guarantee of 10 sen special dividend is a personal guarantee of Tan which the company shall not be seen to have made such promotional statement,” Seacera added. 

“In any event, declaration of special dividend is governed by the Companies Act 2016. The company do not have such distributable reserves and/or retained profit for the purpose of declaring the 10 sen special dividend totaling to RM47.4mil in foreseeable future. 

“Based on unaudited statement of changes in equity as at Dec 31, 2018, the group’s and company’s distributable reserves and retained profits were in negative balances of RM15.7mil and RM19.8mil respectively,” it said. 

Last Friday, Seacera became an affected listed issuer under PN 17 after it defaulted in the payment of principal and profits to AmBank Islamic Bhd and it was also unable to provide a solvency declaration to Bursa Securities.

It has 12 months to regularise its financial condition. It also has to submit a regularisation plan to the Securities Commission if the plan will result in a significant change in the business direction or policy of the company.
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