Asti says newly appointed valuer will help to facilitate, expedite potential exit offer
Michelle Zhu
ASTI Holdings said that a new valuer is “working closely” with its auditors to determine the valuation of its associate EoCell, in order to finalise the group’s audit for FY2021 and hold an overdue annual general meeting (AGM).
This would allow the completion of Asti’s FY2022 audit by Sep 30 this year – which would in turn “significantly contribute towards facilitating and expediting a potential exit offer”, said the watch-listed semiconductor company in response to queries from the Securities Investors Association (Singapore) (Sias).
“An exit offer presents the best available option for shareholders as Asti has been directed by the SGX (Singapore Exchange) to delist, with no further avenues for extension,” said the company on Thursday (Jun 1).
Asti said that while it has received a non-binding letter of intent for an exit offer from a consortium, the company has “no control of this offer, which is subject to prior regulatory approval from the relevant regulators”.
Addressing Sias’ queries on the recent appointment of Charlie Jangvijitkul to Asti’s board as an independent director, the company maintained that it deemed Jangvijitkul suitable after reviewing his credentials as well as conducting an interview and subsequent checks.
“In particular, the nominating committee also assessed that his prior work experience from 2001 to 2017 as a director and managing director of a company listed on the Stock Exchange of Thailand, TCM Corporation, would be valuable and can contribute to (Asti),” it added.
The company also revealed that the planned sale of shares by its former chief executive Michael Loh has yet to be completed, as it remains subject to the approval of SGX.
“... Loh was retrenched as an employee on Dec 31, 2021, as part of a major restructuring to achieve profitability. On Feb 23, 2023, he relinquished all his roles on the board of directors by resigning as non-executive chairman and non-executive director of the company. In view of these developments... Loh has ceased to have any influence, direct or indirect, in the affairs of the board or the company,” said Asti, responding to Sias’ question on the role of Loh in the company.
Separately, Asti issued a response to a May 10 letter from a shareholder who was “frustrated” by the delays in Asti holding its AGMs for FY2021 and FY2022. The company reiterated its responses to Sias to address several concerns outlined by the shareholder, including the delays in holding its AGMs. (*see amendment note)
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The company also said that it sent a May 22 letter to Ng Yew Nam, who is among the shareholders requisitioning to remove some of the directors of the company and appoint new ones, requesting Ng to respond by May 29.
This was to “enquire on certain pertinent matters” and seek Ng’s “feedback as well as to afford him the opportunity to dispel any point he may consider to be necessary”, said Asti, adding that it has yet to receive a response.
In Asti’s view, “serious questions arise and doubts are cast” on a number of aspects of Ng’s claims made in his request for an extraordinary general meeting (EGM) to have five proposed candidates – including himself – to be elected directors of the company.
The company also questioned Ng’s credentials to be appointed as a director of its board.
“It is clear to the board that, by his refusal or failure or neglect to respond to the matters and queries raised by the board, ... Ng Yew Nam – despite himself having asked for and expected the board to be transparent and as cooperative as possible with him and the other requisitioning shareholders – is himself not transparent with regard to his intentions, and is not prepared to proceed in a cooperative manner with the board.”
Amendment note: This story has been corrected to reflect the author of the May 10 letter received by Asti as an unnamed “shareholder” instead of substantial shareholder Ng Yew Nam, who the company wrote to separately on May 22.
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