Asti to hold AGM on Aug 31, with shareholder dialogue 10 days prior

SEMICONDUCTOR company Asti Holdings will hold its long-awaited FY2021 annual general meeting (AGM) on Aug 31, amid an attempt by several shareholders to overhaul the board.

The company will also hold a shareholder dialogue 10 days earlier, on Aug 21, moderated by the Securities Investors Association (Singapore). This is to “maintain a spirit of open discussion”, Asti said in a bourse filing on Wednesday (Aug 16).

The announcement comes after four Asti shareholders tried to requisition an extraordinary general meeting (EGM), to be held on Aug 22, to remove all five of Asti’s directors.

Among the requisitioning shareholders is Ng Yew Nam, managing director of iTrue Technologies, which checks for cosmetic defects in electronic components. Ng is seeking to be appointed to Asti’s board, along with four other individuals.

Asti however on Monday said that the proposed EGM is invalid, and that the FY2021 AGM would be the “appropriate forum” to bring up any issues or resolutions.

In its Wednesday update, the company said that shareholders will vote on eight resolutions at the AGM, which include the re-election of four current directors and the appointment of RT as auditor for FY2022.

The AGM will also address a potential exit offer for Asti by Prospera Alliance, a consortium backed by Thailand-listed Capital Engineering Network and a substantial Asti shareholder, Heah Theare Haw.

Asti will invite representatives of Prospera to participate in the Aug 21 dialogue. The offeror had previously said it was “deeply concerned” about the implications of the proposed board overhaul.

“With the FY2021 financials audited, our priority is to uphold a spirit of openness even as we navigate the potential offer, which the board believes is the best available option to unlock value for shareholders amid a directed delisting of the company,” Asti’s directors said in the filing.

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Asti says proposed EGM was invalidly called, resolutions to be brought up at AGM instead

Asti’s potential offeror concerned a newly-appointed board won’t be receptive to its offer

In a separate bourse filing on Wednesday, Asti’s auditor, EY, issued a disclaimer of opinion on the company’s FY2021 financial statements, related to matters over Asti’s interests in an associate, lithium-ion battery maker EoCell. 

Asti said that since FY2021, it has carried out “major restructuring”, with retrenchments, the closure of loss-making units, downsizing of corporate and administrative functions and relocation to a smaller office.

Thanks to these “strenuous efforts”, Asti recorded an unaudited profit after tax of S$3 million for FY2022, reversing the audited loss after tax of S$11.8 million in FY2021, the company said.

However, Asti still could not exit the SGX watch-list by its Jun 5, 2022 deadline, as its six-month average daily market capitalisation was short of the S$40 million threshold. Trading in the company’s shares has been suspended since Jul 5, 2022.

In another bourse filing later on Wednesday evening, Asti said that the requisitioning shareholders “had held out that they will be having a dialogue this evening”.

Asti said that the board and Prospera would not be attending, due to “not wishing to foment contention or, worse, a confrontation”. The company had written to the requisitioning shareholders on sending representatives of the board and offeror, but did not receive a reply.

Asti added: “While the requisitioning shareholders are keen to convey their point of view, they appear to be afraid that the board might be able to counter their desired narrative.

“By so doing, the requisitioning shareholders avoid giving the shareholders who attend the (dialogue) a complete – or even an incomplete but more balanced – overview of matters relating to the company and the group.”