By Mak Yuen Teen

This morning, ASTI Holdings issued a “Further Information Announcement” and a press release relating to the attempt by four shareholders of the company to call a meeting under section 177 of the Companies Act.

In the press release, the company said: “ASTI also expressed concerns relating to the two persons that the requisitioners had proposed as incoming directors – Mr. Ng and Mr. Soh.” In the case of Mr Ng, it said: “ASTI directors believe Mr. Ng has limited experience managing a listed company and in “navigating the company through the delisting and exit processes.”

The only funnier thing I have read all week is the Financial Times’ article about pizza consumption by Domino’s Pizza bosses. But I digress.

As I mentioned in my earlier article on 25 April 2023 titled “ASTI Holdings: Regulators Have Contributed to the Plight of Minority Shareholders”:

“Since the last AGM on 31 May 2021, ASTI has appointed a new independent director on 30 November 2021, a new executive director on 11 November 2022, and a new non-independent non-executive director on 23 February 2023.”

All these three directors had no prior experience as directors of listed companies either. When they were appointed, the appointment templates said they would be attending training on the roles and responsibilities of a director. The directors should disclose if they have already attended such training. If they had and the training was any good, they might have learnt something about shareholders’ rights and the accountability of directors to shareholders.

I had also mentioned in my earlier article that none of these recently appointed directors have been properly elected by shareholders because the regulators have allowed the company not to hold an AGM since May 2021 and there is no sign that the FY2022 AGM due on 30 April 2023 will be held any time soon.

The press release also said: “The Board warned requisitioners ‘not to take any further step towards any purported ‘postponement’ of the Proposed EGM”, and that such actions “would be treated as deliberatively disruptive… as well as an attempt to sow confusion on the other shareholders.'”

While legal technicalities may have prevented the convening of the EGM called by the requisitionists, there is nothing to stop shareholders from re-starting the process. Shareholders can remove directors without any cause under the Companies Act in Singapore – something the directors may also have learnt at the training, if they have already done it.

As for Mr Ng’s limited experience in “navigating the company through the delisting and exit processes”, the current board has been navigating for a while but shareholders are lost at sea. In another article posted on 5 April 2023 titled “EGM for ASTI Holdings: An Opportunity Not To Be Missed”, I wrote:

“…on 6 June 2022, the company received a delisting notification from SGX, which required it to announce its exit offer proposal by 4 July 2022. On 11 February 2023, the company responded to a series of queries from SGX, one of which notified the company that it is in breach of regulatory requirements to announce its exit offer. It said that Dato’ Michael Loh, who owns 19.89% of the shares and was the company’s former executive chairman and CEO, was in discussion with Capital Engineering Network Public Company Limited (CEN), which is listed on the Stock Exchange of Thailand, about a possible exit offer.

However, on 9 February 2023, the company announced that CEN has signed a share purchase agreement to acquire Dato’ Loh’s entire shareholding, but the company is not aware of any formal exit offer made by any party, including CEN. In other words, there is an exit for Dato’ Loh but no escape for other shareholders.

On 17 March, ASTI disclosed that the approval of CEN shareholders has been obtained for the sale of Dato’ Loh’s stake in exchange for ordinary shares in CEN. The  completion of the proposed transaction is subject to SGX’s approval.”

So, after navigating for nearly 11 months following the delisting notification, the only thing that appeared on the horizon was a possible life raft for Dato’ Loh. Meanwhile, minority shareholders remain adrift.