PETALING JAYA: Seacera Group Bhd is taking legal action against its largest shareholder Datuk Tan Wei Lian (pix) and three others, who are seeking to remove eight of its directors.
In a filing with Bursa Malaysia, the company said it had on April 15 received a notice of EGM to be held on May 15 to consider resolutions to appoint six new directors and to remove eight existing directors.
The EGM was called by four members of the company namely Tan, Datin Sek Chian Nee, Jeannie Ooi Chin Nee and Liu Zhen who, in a notice of intention, claimed to hold a combined stake of at least 10% in the company.
According to the company, the four individuals only held a combined stake of 7.98% and not 10% as claimed, based on the record of depositors as of April 15. Hence, the notice of EGM is in contravention of the Companies Act 2016.
Seacera’s previous filings with Bursa Malaysia showed that Tan held a direct 13.96% stake in the company prior to April 15, before subsequently raising his direct stake to 16.36% on April 17.
However, the company said it has verified with its registrar and the record of depositors, and confirms that the four individuals were not members holding 10% of the issued share capital of the company in aggregate as at April 15.
“Therefore, the notice of EGM and notice of intention are unlawful, null and void,” it said.
The company has filed an originating summons against Tan and the other three, seeking a declaration that the notice of EGM and notice of intention are null and void as well as damages. It has also filed an application to restrain the four individuals from taking any further steps in respect of the two notices.
Meanwhile, Tan has pledged to invest RM30 million or more into Seacera to resolve the company’s cash flow and credit liability, labeling Seacera’s voluntary announcement on Thursday a “scare tactic”.
“This is obviously a scare tactic which is uncalled for. The company has, as of Dec 31, 2018, net assets amounting to approximately RM838 million and 501 acres of land free from encumbrances with a book value of approximately RM784 million,” he said in a statement in response to Seacera’s announcement.
He said Seacera’s receivables amount to about RM90 million and noted that the company had raised some RM15 million from the issuance of the employee share option scheme in February and March this year.
“Any business owner will know the company has stable financials to grow and sustain itself without being declared insolvent,” he added.
Tan said the company’s stock exchange filing shows that the current management has failed the shareholders and are incompetent in managing the company, and suggested that they voluntarily step down to pave the way for new directors to take over.
He also urged shareholders to attend the EGM on May 15 to remove eight out of Seacera’s current 10 directors and appoint six new directors namely Shirley Tan Lee Chin, Rizvi Abdul Halim, Datin Ida Suzaini Abdullah, Clarence Yeow, Chua Eng Chin and Marzuki Hussain.
Yesterday, Seacera issued a voluntary announcement saying that the company is potentially headed towards a default on its payment obligations in view of the highly likely event that it will not be able to proceed with its settlement proposals in time.
It also said that it would not be able to declare that it is solvent as the board will not be able to form an opinion that the company will be able to pay all its debts as and when they fall due.
The group had earlier announced the issuance of new shares and a private placement as part of its settlement proposals, which require shareholders’ approval by May 6, and had called an EGM on April 16 to obtain approval.
Seacera’s plans hit a bump when Tan initiated legal action to stop the company from proceeding with the proposed resolutions. A writ and application for injunction was served on the company, causing the EGM to be adjourned to a later date.
However, Tan said the EGM had taken place on April 16, where 45 shareholders representing more than 50% of Seacera’s shares out of a paid up capital of RM474 million unanimously voted against and rejected the resolutions.
He told a press conference on Wednesday that he plans to go to court to seek declaration on the EGM’s validity.
Trading in Seacera’s securities were halted for an hour this morning. The stock fell 4.48% to close at 32 sen with 43.55 million shares done.
