Court rules Asti’s EGM invalid; requisitioners fail to unseat board
Vivienne Tay
THE Singapore High Court has deemed the extraordinary general meeting (EGM) called on Aug 22 by Asti Holdings’ dissenting shareholders to be invalid. It also dismissed an application filed by the requisitioning shareholders against the company and its incumbent board members to comply with resolutions approved at the said EGM, based on a court decision released on Tuesday (Dec 12).
To recap, four shareholders requisitioned an EGM to replace the semiconductor company’s entire board. The company and the incumbent board repeatedly disavowed the meeting as invalid, but the EGM went on as planned following dialogues conducted by the Securities Investors Association (Singapore).
The board tussle came amid Asti’s share suspension and notification of delisting from the Singapore Exchange (SGX) after the company failed to meet requirements to exit the watch list.
In its judgment, the court declared that the resolutions passed at the Aug 22 EGM were invalid and did not hold any legal effect. Although notice for the EGM was validly served, the court said the meeting was not properly conducted.
Asti had argued that advertisements in the daily press and writing to SGX regarding the EGM were insufficient notice to shareholders, as notice must be given by delivery or post to each member, or the Central Depository.
The court rejected Asti’s assertion and said the company conflated the issue of the form of notice with that of the service of notice.
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As for the conduct of the meeting, the court said that Section 177 of the Act did not give the requisitioners the power to conduct the meeting, as such powers depended on the company’s constitution. Instead, Article 76 in the constitution gave incumbent directors the right to attend the meeting and be heard.
The requisitioners had informed the incumbent directors that they were barred from attending the EGM, failing to give due regard to Article 76.
The parties involved have three weeks to write in regarding their position on costs. The time to file an appeal will also run from Tuesday.
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The convening shareholders and proposed directors will review the judgment with their respective lawyers and seek their advice, they said in a press statement.
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