QT Vascular shareholders vote to remove incumbent directors; third EGM being sought to appoint new directors

QT Vascular 5I0 : 5I0 0%shareholders voted on Wednesday (Dec 15) to remove the company's incumbent directors at an extraordinary general meeting (EGM), although the result will be contentious given that an earlier announcement, dated Dec 11, had questioned the validity of the resolutions.

According to the requisitioning shareholders, 58.1 per cent of votes cast were in approval of resolutions to remove Mimon Brosh, Sho Kian Hin and Ng Boon Eng as directors of the company.

A total of 603.9 million votes were counted. The company had 2.3 billion shares outstanding as at Dec 10.

This latest twist comes after the same requisitioning shareholders, consisting of a company called Mission Well and an individual named Tansri Saridju Benui, had tried to install nominees of their own in QT Vascular's board at an EGM on Dec 6. But these resolutions were defeated, with 49.8 per cent of shareholders voting for it. A total of 559.3 million votes were counted at that EGM.

Mission Well owned a 10.2 per cent stake in the company as of Nov 16, or a total of 231.4 million shares, while Tansri Saridju Benui owned 50,000 shares.

QT Vascular had previously said Wednesday's EGM could not be validly held, since an approval of all resolutions would leave the company without any directors and put it in breach of both the company's constitution and the Companies Act. The company also said that its directors would not attend the meeting.

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In an email sent after the vote to QT Vascular's chief financial officer Kelvin Tong, and which was seen by The Business Times, Christian Kwok-Leun Yau Heilesen said the result was a "clear indication" of a lack of confidence in the company's current management.

Heilesen, who is Mission Well's director, also said that requisitioning shareholders would proceed to convene a third EGM to appoint new directors. He requested a copy of the company's shareholder list by Dec 17. If the incumbents fail to provide the list, Heilesen also said the requisitioning shareholders would take necessary legal action to protect their interests.

"The incumbent directors' repeated attempts at obstructing and delaying the calling of the further EGM, especially now that their removal is impending, is clearly opportunistic and prejudicial to the interest of the company's shareholders," Heilesen said.

In a bourse filing on Monday (Dec 13) night, QT Vascular said it may apply to the High Court for formal guidance on another EGM that Mission Well and Benui are seeking -- to try again to appoint their own nominees as directors. (see amendment note)

The company also said it "will not recognise" any attempt by the requisitioning shareholders to hold a second vote and urged other shareholders to not recognise it as well.

The incumbent directors also plan to issue new shares to repay US$1 million of debt to creditors, including former chief executive Eitan Konstantino as well as 2 entities: MDIE and Emerald Apex.

The additional shares would represent 10.3 per cent of QT Vascular's enlarged share capital, and could tip the balance of voting power against the requisitioning shareholders who are trying to oust the existing board.

Shares of QT Vascular were down S$0.001 or 16.7 per cent to close at S$0.005 on Wednesday.

Amendment note:  An earlier version of this story incorrectly stated that QT Vascular has applied to the court for guidance on the validity of the Wednesday EGM. 

READ MORE: 

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

• QT Vascular expresses 'disquiet' over EGM requisitions; plans to issue more shares