Asti says proposed EGM was invalidly called, resolutions to be brought up at AGM instead
Yong Jun Yuan
WATCH-LISTED semiconductor company Asti Holdings on Monday (Aug 14) said that the extraordinary general meeting (EGM) called by four requisitioning shareholders is invalid, and has requested them not to proceed with the proposed EGM.
Instead, the company said that its FY2021 annual general meeting (AGM), for which it intends to issue the notice on Wednesday, will be the “appropriate forum” to bring up any issues or resolutions that they may have.
In a bourse filing, Asti said that it has taken legal advice, and has notified the requisitioning shareholders of breaches of the company’s constitution which render the EGM that they called for invalid.
The EGM, proposed to be held on Aug 22, was requisitioned by iTrue Technologies managing director Ng Yew Nam and three other shareholders. They seek to remove all five of Asti’s directors and replace them with Ng and four other individuals.
Asti claimed that they are in breach of Regulation 48 of the company’s constitution, which requires notice of the proposed EGM to be sent to all members, subject to certain exceptions.
The company added that they are also in breach of Regulation 140 of its constitution, which stipulates that notice of the proposed EGM must be sent to its auditor, Ernst & Young. It also claims that they are breaking regulations 52 to 61 of the company constitution, as well as other applicable laws.
Asti said that all general meetings must be conducted by the board of directors, and that the requisitioning shareholders are usurping the board’s right, power and entitlement to scrutinise, attend and conduct the proposed EGM.
However, in a press statement released on Monday, the requisitioning shareholders said that they reject Asti’s claims that they have breached the regulations of the company’s constitution.
They also claimed that the EGM notice was sent on Jul 31 to all Asti shareholders on the shareholding list that was provided by the company, and was advertised in The Straits Times and Lianhe Zaobao.
“We have taken legal advice and assure all the shareholders that all the relevant procedural requirements for calling of the scheduled EGM on Aug 22, 2023 have been met,” they said.
In an update on its progress on releasing its audited financial statements for the financial year ended Dec 31, 2021, Asti said it expects to issue them on Tuesday; after which, it intends to issue its notice for an AGM by Wednesday.
The company’s board said that it has also written to the Securities Investors Association (Singapore), or Sias, to request that it facilitate a shareholders’ dialogue to take place early next week.
It added that it has asked the requisitioning shareholders as well as consortium Prospera Alliance – the potential offeror for the company – to send representatives to present their views at the dialogue.
On Wednesday, Sias will be facilitating a shareholders’ dialogue with Ng Yew Nam, as well as other members of his proposed board.
In May 2023, the requisitioning shareholders had also tried but failed to convene an EGM to replace Asti’s current board.
At the time, Asti said that the move was invalid as the requisitioning shareholders did not dispatch the proper notices for the EGM to shareholders on time.
In July 2022, the Singapore Exchange ordered Asti’s stock to be suspended, as the company was unable to meet the requirements to exit the watch list. It also ordered the company or its controlling shareholders to provide a reasonable exit offer to shareholders.
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