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Requisition notice by Oei Hong Leong 'without merit', will not be convening EGM: Raffles Education

RAFFLES Education said in a bourse filing on Saturday that the requisition notice by substantial shareholder Oei Hong Leong, Oei Hong Leong Art Museum Limited and Indian edtech businessman Shantanu Prakash to hold an extraordinary general meeting (EGM) is without merit.

The company said that the proposed resolutions predominantly concern subject matters (being issues of management for the board) falling outside the province of the shareholders at the general meeting. As such, the board said that it is not required to, and will not be convening an EGM.

The mainboard-listed private education provider had received the notice of requisition on Aug 17 from Mr Oei, again seeking to oust company founder Chew Hua Seng as chairman and chief executive officer. The notice requested to convene an EGM and table six resolutions for shareholders' approval. It later received another notice of requisition in early September, in which Mr Oei and Mr Prakash called for a special auditor to be appointed to review the circumstances surrounding the company's joint venture with Mr Prakash's India-listed Educomp Solutions, on concerns of wrongdoing including alleged forgery and extortion.

Raffles Education said that the notice was issued following the decisions of the Court of Appeal and High Court of Singapore to dismiss the lawsuit by Mr Oei and his firm against Mr Chew on the alleged agreement referred to in the notice.

The two businessmen had signed a handwritten agreement dated Oct 16, 2017 for Mr Chew to procure a buyer for the Raffles Education shares held by Mr Oei at S$0.44 per share, which was about 45 per cent higher than the stock's trading price at the time.

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The Court of Appeal of Singapore has held that the alleged agreement is not a legally binding contract, said the company.

The company also said on Saturday that it is pursuing enforcement proceedings against Mr Prakash's Educomp Solutions in India as it has failed to comply with the Arbitral Tribunal's award back in 2017.

This comes as the Arbitration Tribunal had passed an arbitration award against Educomp, awarding Raffles Education damages of about S$3.05 million plus interest at 5.33 per cent from Aug 19, 2015 until payment.

Raffles Education also commenced a related lawsuit in Singapore against Mr Prakash and another individual in 2019. Mr Prakash and the other individual sought to obtain an order staying the lawsuit, but the stay applications were dismissed by the Singapore High Court in April 2020.

In the filing, the board also said that it is not aware of any alleged investigation commenced by the Singapore Police Force Commercial Affairs Department against any of the company's directors to date.

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