A truly extraordinary meeting that raises many issues
Bundling and inter-conditionality of resolutions in Brooke Asia's case sets a bad precedent.
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IN THE course of writing the forthcoming second report on shareholder meetings in Singapore which covers 906 such meetings conducted in 2015, we came across what we consider the most questionable shareholder meeting, in terms of how the resolutions were presented and voted on. That was the extraordinary general meeting (EGM) held by Catalist-listed Brooke Asia on July 20, 2015 to approve the acquisition of all the shares of China Star Food Holdings (CSFH) in a reverse takeover (RTO). PrimePartners Corporate Finance (PPCF) was the financial adviser and sponsor, and Colin Ng & Partners was the legal adviser on Singapore law for Brooke Asia on the transaction.
Under the RTO, Brooke Asia was to acquire all the shares of CSFH for S$168 million, with the former issuing 840 million shares as consideration to the vendors.
In the EGM notice dated June 26, 2015, a total of 13 resolutions were put up for approval by Brooke Asia's shareholders. The subjects of the 13 resolutions are reproduced below:
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