QT Vascular says directors will skip Dec 15 EGM to oust incumbents, pending court application

QT Vascular 5I0 : 5I0 0%has declared that its directors will not be attending an upcoming extraordinary general meeting (EGM) on Wednesday (Dec 15), where failed would-be directors at an earlier EGM on Dec 6 are seeking a fresh bid for board seats.

In a bourse filing on Monday (Dec 13) night, the Catalist-listed medtech company reiterated its view of why a second EGM cannot be validly held, and said it now intends to apply to the High Court for formal guidance on its validity.

Pending such guidance from the court, QT Vascular said that it "will not recognise" any attempt by requisitioning shareholders Mission Well and Tansri Saridju Benui to hold a second vote, adding that it "would urge" shareholders to not recognise it as well.

Accordingly, the incumbent directors will continue to hold office on or after Dec 15, it added.

The requisitioning shareholders had called on the EGM to appoint Tansri, who owned 50,000 shares as at Nov 16, Mission Well director Heilesen, and 3 others to the board. Mission Well owns a 10.19 per cent stake in the company.

But at an EGM on Dec 6, the resolutions of the requisitioning shareholders were defeated by a margin of 1.7 million shares, or 0.3 per cent of the shares voted.

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QT Vascular on Monday said that it will keep shareholders updated as and when there are material developments in the court application, which will be filed "in due course" given that its lawyers were already instructed.

Shares of QT Vascular closed down S$0.001 or 14.3 per cent at S$0.006 on Tuesday, after the announcement.

The court application will focus on determining whether the requisitioning shareholders' call to take a second vote is valid, given that the same resolutions were already voted upon and rejected during the Dec 6 EGM, it added.

QT Vascular, meanwhile, stressed that it is "rather disturbing" that the call to convene the second EGM was issued less than four hours after the vote was taken, adding that it "disregards the will and decision of shareholders" and amounts to "an abuse of (shareholders') rights".

It then pointed out that the requisitioning shareholders have to date not adequately explained its reasons for calling a second EGM.

In a response to queries from the Singapore Exchange Regulation or SGX RegCo, QT Vascular had stated that an EGM will put it "in a position of breaching not only (the company's) Constitution, but also the (Companies Act)". In the company's constitution, the number of directors on the board shall not be fewer than 2, while the Companies Act stipulates that a director of a company shall not resign or vacate his office unless at least 1 director - who is ordinarily resident in Singapore - remains in the company.

QT Vascular noted on Monday that the requisitioning shareholders were given up to 9.30 am on Sunday (Dec 12) to withdraw or modify the resolutions proposed to be passed at the second EGM in a manner that will satisfy or address the statutory and constitutional requirements, but they have not done so.