A mid the resurgence of new Covid-19 cases, this year’s AGM season was like last year’s — largely devoid of physical presence. Retail shareholders miss their usual bento boxes and NTUC vouchers, as proceedings go online and meetings were fronted by masked-up directors.
Now, even with growing worries over how outbreaks might flare up again, certain active shareholders are still in the mood to engineer changes within boardrooms. The way some boards were changed in recent weeks has put to rest claims that company directors here are a clubby bunch.
Tussle at MC Payment as Oxley’s Ching weighs in
Word on the street is that MC Payment is planning a placement, and some shareholders are not keen on the idea. At its April 28 AGM, two directors were voted out. The first is Henry Ng, and the second is Shawn Ching, son of the company’s single largest shareholder Ching Chiat Kwong, who controls 27.06% of the shares.
The reaction was swift. Ching, better known as the executive chairman and major shareholder of Oxley Holdings, fired a letter to the company the following day, and another on May 3, where he exercised his right to requisition an EGM.
Besides tabling motions to put Shawn and Ng back on the board, Ching wants to be on MC Payment’s board personally as well. In addition, he wants confirmation from the board that the company would do anything to dilute existing shareholders ahead of the EGM.
CEO Anthony Koh holds a direct stake of just 6%. Market observers are hazarding a guess that he had collected sufficient votes to block the re-election at the AGM. Since shareholders have voted in favour of the general mandate, management could issue new shares in a placement at any time.
When asked by The Edge Singapore what his plans are, Koh replies: “To grow the company into a leading digital payments company.”
Fourth CDL director quits as slow boat to China drifts on
City Developments’ (CDL) acquisition of a 51% stake in Sincere Property Group, which by end-December 2020 cost the developer the equivalent of $1.9 billion without management control of Sincere, caused a stir among its conservative board.
First off, Kwek Leng Peck, a cousin of executive chairman Kwek Leng Beng, resigned from its board in October 2020, citing differences over both the investment in Sincere and the additional investment to privatise Millennium & Copthorne. Subsequently, in answer to questions from shareholders, CDL said it would study divesting Millennium & Copthorne if the price is right.
More recently, on May 3, CDL announced that Jenny Lim, an independent director (ID) and a member of its audit & risk committee, has stepped down because of contributions from the new IDs.
Prior to Lim’s resignation, ID Tan Yee Peng had announced her resignation in January, citing differences with the board and management over the handling of the investment in Sincere after its acquisition. Tan was also a member of the audit & risk committee.
In December 2020, Koh Thiam Hock, another ID and audit & risk committee member, resigned because of concerns over the investment in Sincere.
Investors had viewed that the matter of the investment in Sincere had been put to rest with a $1.8 billion impairment of the $1.9 billion investment. However, Lim’s resignation may have put the cat among the pigeons, leading to analysts asking whether there is something else that is wrong with CDL or whether there are more issues with Sincere.
Entire Ntegrator International board swept aside
All five long-serving directors at Ntegrator International, who had each served more than a decade, were booted out at the company’s AGM on April 28 by a new substantial shareholder who emerged just days before the meeting.
The directors voted out were executive chairman Han Meng Siew; company founder and managing director Jimmy Chang Joo Whut (picture); ID Charles George St John Reed; and two other IDs, Lai Chun Loong and Lee Keen Whye. To add to the injury, the resolution to pay $165,600 in directors’ fees was voted down too.
At the time of the AGM, this new shareholder, an entity called Mission Well, held just over 10% of the shares. However, Ntegrator’s shareholding was extremely fragmented. The single largest shareholder, as of early April 2020, was one Michael Koh Kow Tee with a 5.38% stake.
According to the list in Ntegrator’s annual report, Chang, the managing director who founded the company in 2002, holds 2.37%; Lee, one of the IDs, holds 1.78%; and chairman Han holds just 1.07%. Mission Well’s sole shareholder and director is Christian Kwok-Leun Yau Heilesen, who has been described in earlier media reports as a Danish national known to be CEO of Funmobile. He was reportedly involved with several other listed companies in Malaysia.
Right after sweeping the board clean, Heilesen sent in an EGM requisition notice to appoint five new directors, including himself. They are Jacob Leung Kwok Kuen, to be appointed non-executive chairman; as well as Stanley Leung Yu Tung and Eunice Veon Koh Pei Lee, to be elected IDs. Zhou Jia Lin is to be elected as a non-executive, non-independent director. Last but not least, Heilesen himself wants to be the executive director (ED).
Incidentally, these five individuals are holding similar positions on the board of another Singapore Exchange (SGX)-listed company, Incredible Holdings. There is a key difference, though: Heilesen, also via Mission Well, has firm control over Incredible — which used to be called Vashion Group — with a 59.14% stake.
Apparently, the emergence of Mission Well as a substantial shareholder took Ntegrator by surprise. In response to queries from SGX, the company, which provides telecommunication services, said due to a “technical problem”, notifications sent by Mission Well on April 21 and 22 were not redirected to the right inbox “ir@ntegrator.com”.
Ntegrator belatedly found out from emails retrieved from its server backups that Mission Well had on April 19 increased its stake from 4.96% to 6.09%, and on April 20, increased it further to 8.51%. The buying continued steadily even days after the AGM. On May 3, Mission Well said it paid 1.7 cents each for another one million shares, bringing its total stake to nearly 159.8 million shares, or 15%.
Sam Goi brings two former FairPrice heavyweights into Hanwell
Following months of tension, Sam Goi Seng Hui took control of consumer staples company Hanwell Holdings on April 29. Goi, better known for heading foodstuffs manufacturer Tee Yih Jia, is the second largest Hanwell shareholder with a stake of 22.67%.
Hanwell’s long-time executive chairman, Allan Yap, was compelled to resign last September after he had been declared bankrupt in Hong Kong. The single largest shareholder, Violet Profit Holdings, which holds 24.23%, is in liquidation. For months, Yap’s recently divorced wife, Coco Tang Cheuk Chee, was the sole ED. She controls 19.4% of the shares.
Sensing a leadership void, Goi mounted a public relations campaign to get the word out that he is eager to take over as Hanwell’s executive chairman and draw a nominal annual fee of $1, so that he can bring his years of experience in this industry and his extensive business network to bear and grow Hanwell. Furthermore, control of Hanwell means control of another listed company, Tat Seng Packaging Group, as Hanwell holds 64% of the latter.
At the AGM on April 29, shareholders were overwhelming in their support for Goi, with 94.67% in favour of re-electing him. In contrast, Tang was voted out by 55.34% and Yeo See Liang, a newly-appointed ED, too, was voted out.
On May 5, two new IDs were appointed: former chairman of NTUC FairPrice Chandra Das, and former group CEO of the same entity, Tan Kian Chew.
Neo vs Koh at Sen Yue Holdings
Sen Yue Holdings has seen significant internal tension over the past year or so. On Jan 8, 2021, Sen Yue’s board redesignated Koh Mia Seng (picture) from executive chairman to non-executive chairman, following external reviews of dealings involving certain of its subsidiaries. This follows Koh’s own bid last April to call for an EGM to remove some of his fellow directors, including ED and CEO Neo Gim Kiong.
While Koh no longer holds an executive position, he remains the largest shareholder, with a stake of 37.5%. At the company’s AGM on April 30, Neo and an ID, Kevin Low Ka Choon, were voted out with more than 90% each against their respective re-election. While Neo is no longer an ED of Sen Yue, he remains its CEO. Low, who joined Sen Yue’s board in 2015, is also the managing director and CEO of International Press Softcom, where, incidentally, Neo is the lead ID. Meanwhile, Koh was re-elected at the AGM with 80.78%.
In any case, Sen Yue is under interim judicial management, following an application by creditor DBS. A court judicial management application hearing has been fixed on May 10.
New variant in Raffles Education’s long-running feud
Some of the disputes pre-date Covid. Familiar parties are finding new reasons to continue ongoing feuds. On April 23, Raffles Education received an EGM requisition notice from substantial shareholder Oei Hong Leong, who is seeking to oust chairman and CEO Chew Hua Seng (picture), alleging “impropriety” over a placement exercise and also real estate transactions in China.
In its April 24 filing, Raffles Education notes that Oei had previously made “broadly similar allegations” and that the company’s board had already “addressed such allegations in previous correspondences” with Oei. “The company is taking legal advice on the contents of the Notice of Requisition and will make further announcements as and when necessary,” says Raffles Education.
To shore up his base, Oei has been buying up more shares in the company — including on April 30, when he spent $1.2 million to snap nearly 6.4 million shares from the market, raising his stake to 193 million shares, or 14%.
Along the way, Oei’s aggressive buying sent the share price up by around 20%, and thereby, triggering an unusual trading query from SGX. Chew, on the other hand, holds around 32% of the shares.
No reprieve for KrisEnergy’s restructuring pain
Oil producer KrisEnergy is one of the casualties after the euphoria surrounding oil and gas plays ended. Oil prices have recovered somewhat, but the company remains bogged down with various forms of liabilities, necessitating painful restructuring for both creditors and shareholders alike.
As part of its restructuring, the company was leaning on achieving a certain level of output from one of its fields. However, in an update on March 31, KrisEnergy said the projection had fallen short of actual output.
On April 10, the company announced that it had received an EGM requisition notice from two shareholders who own 21.3% of the shares in total: Michael Yeoh Sock Siong and Ng Kay Yip. Yeoh is with the YTL Yeoh family and Ng is a co-founder of pioneering jobs portal Jobstreet.com. They want to form a committee of minority shareholders to review the restructuring process, and possibly put forward an alternative proposal.
As described in their April 7 letter, Ng had written to the board in mid-February with some questions on the restructuring, and to ask for the appointment of an independent financial adviser. However, Ng has yet to receive a reply from KrisEnergy after more than a month.
Due to impairment taken on its assets, KrisEnergy reported losses of US$209.4 million ($279.9 million) for the year ended December 2020, against losses of US$171.4 million in the preceding FY2019. Revenue in the same period was down 64.1% to US$45.4 million. As such, KrisEnergy’s capital deficiency position has nearly doubled to US$604.9 million as at Dec 31, 2020, and gearing stood at 248.7%.
