Work towards conducting requisitioned meetings, otherwise seek court ruling: SGX RegCo

ALL parties should work together to successfully conduct a shareholder-requisitioned meeting, said the Singapore Exchange Regulation (SGX RegCo).

If the company feels that such a requisitioned meeting should not proceed despite engagement with the requisitionists, it can seek a court ruling on the matter, SGX RegCo said in a regulatory announcement on Monday (Aug 21).

Amid recent developments concerning requisitioned meetings, SGX RegCo added that it intends to consult on proposed changes to the listing rules, to effect its expectations on requisitioned meetings.

The announcement comes as semiconductor company Asti Holdings said that an attempt by some of its shareholders to requisition a meeting was invalid.

Four Asti shareholders had tried to requisition an extraordinary general meeting (EGM) – to be held on Aug 22 – to remove all five of Asti’s directors.

Asti said the proposed EGM was invalid, however, and that its long-awaited FY2021 annual general meeting (AGM) on Aug 31 would be the “appropriate forum” to bring up any issues or resolutions.

On Aug 18, the Securities Investors Association (Singapore), or Sias, urged Asti shareholders to attend both the EGM and AGM as both are avenues for shareholders to discuss issues affecting them.

The issue of legality of the EGM is for a court to decide and not for the company, said David Gerald, Sias founder, president and chief executive.

SGX RegCo noted the conflicting views concerning the matter of whether the EGM has been validly convened.

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But where the shareholding threshold to requisition a general meeting has been met, the democratic process should, as a matter of principle, be allowed to proceed, it added.

In a separate statement on Monday, Asti again urged shareholders to ignore the Aug 22 EGM and reiterated that the Aug 31 AGM was the appropriate forum to elect directors, appoint an auditor and hear shareholder concerns.

Asti held a dialogue – facilitated and moderated by Sias – on Monday, ahead of the proposed EGM.

Asti said the EGM was “already deemed to be invalid and a cause of disruption to a potential exit offer”, referencing a pre-conditional voluntary general cash offer by Prospera, a consortium comprising Thailand-listed company Capital Engineering Network Public Company and Asti substantial shareholder Heah Theare Haw.

Asti acting chief executive and executive director Anthony Loh said the offer was “the only and most advanced exit offer available at the moment”.

While the company took note of SGX RegCo’s announcement, it said it had consulted its lawyers and reaffirms that the call for the Aug 22 EGM and the EGM itself are invalid.

As the company had recorded a sharp corporate recovery in FY2022, shareholders should not disrupt the most advanced potential exit offer amid a direction from SGX to delist, Asti added.

Furthermore, Loh said, it was also “worrying” that requisitioning shareholder Ng Yew Nam had not addressed some important questions – including an alternative exit offer, the impact of Prospera’s offer not going through because of the EGM, and Ng’s proposed candidates for the board.