SEMICONDUCTOR company Asti Holdings : 575 0% said that its upcoming annual general meeting (AGM) must proceed as planned on Aug 31 to “satisfy the requirements of Singapore law”, and any delays may jeopardise a potential exit offer. 

In a bourse filing on Sunday (Aug 27), the company said four shareholders who are taking legal action after requisitioning an extraordinary general meeting (EGM) to replace Asti’s board are now seeking to postpone its overdue AGM. 

The request was sent on Friday, “well after office hours”, by lawyers of the four, said Asti. The requisitioners – Ng Yew Nam, Lim Chee San, Toh Cheng Hai and Ng Kok Hian – also threatened to file an application to the Singapore High Court to ban the AGM, unless it is postponed, said the company. 

But Asti highlighted that it is not in a position to delay the AGM. 

“Holding the AGM is to meet a specific statutory requirement, even if and when it is already delayed… The requisitioning shareholders should not attempt to exacerbate the delay or hamper the company when it is fulfilling its statutory obligations,” it said, noting that the four are not disputing that the AGM was properly and validly called on Aug 16. 

Asti pointed out that Aug 31 is the last possible day for the company to satisfy these requirements, as set out in a letter by the Singapore Exchange Regulation, on Jul 21. 

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It added that the requisitioners accept that they could have, but did not, submit the necessary nomination papers to the company by Aug 19.

“(Their) complaint is that the FY2021 AGM was called on Aug 16, ‘a mere four days’ before the purported EGM date,” said the company. “They are not entitled to be selective by ignoring the fact that the Aug 19 deadline is part of the timeline expressly set out in the constitution of the company.”

Detrimental effects

If the four had made the necessary nominations on time, as required by the constitution, they would need to simply present their comments and complaints to the rest of the shareholders at the AGM and vote on the re-election of the retiring directors, said Asti. “This would have fulfilled substantially all, if not all, of their purposes of bringing up to shareholders the principal reasons for their decision to requisition the purported EGM.”

Furthermore, Asti noted that postponing the AGM may jeopardise a potential exit offer from a consortium.

It would also result in a breach of the company’s non-binding letter of intent for the exit offer.

“Any postponement will (therefore) not only be detrimental but also gravely and irreversibly prejudice the interests of the company, not to mention the financial well-being of the general body of its shareholders who, if they were made an exit offer, will have the opportunity to dispose their shares before the final delisting of the company,” it said.

Another AGM has been scheduled for Oct 31, where the requisitioning shareholders will be able to participate and put forward proposals, Asti added. 

Previously, the Securities Investors Association (Singapore), or Sias, had weighed in on the matter and advised shareholders to attend both the EGM and the AGM. It noted that both meetings are avenues for shareholder discourse, and that the legality of the EGM would be for a court to decide and not the company. 

Trading in watch-listed Asti’s shares has been suspended since Jul 5, 2022.