The Listings Disciplinary Committee of the Singapore Exchange has reprimanded Luke Ho Khee Yong, the former CEO of Magnus Energy, along with four other former independent directors, for breaching listing rules in connection with two transactions made under their watch back in 2017.
Besides Ho, the other four former directors reprimanded are: Kushairi Bin Zaidel, former independent director and chairman; John Ong Chin Chuan, former independent director; Ong Sing Huat, former non-independent non-executive director; and Seet Chor Hoon, former independent director.
The LDC has required Ho to provide a signed written undertaking to SGX not to seek any directorship or key executive roles on any SGX-listed entities for two years from March 13 2023.
Each of the other four former directors are to also provide a signed written undertaking not to do the same for a year, with effect from the same day.
The SGX LDC is chaired by Tham Sai Choy, who retired as KPMG's Asia Pacific chairman in 2017. The deputy chairman is Tjio Hans, a law don at the National University of Singapore since 1990.
Members include Fang Ai Lian, who was a managing partner of EY; David Gerald, founder and president of SIAS and Subramaniam, founder and executive director of SmartKapital.
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Enroute to delisting
According to SGX RegCo on April 6, Ho and the other directors were found to have breached listing rules for failing to put in place a “robust and effective” system of internal controls to ensure that key details related to the transactions were factual, clear and complete.
Ho resigned from the company back in Jan 2020 to “pursue personal interests”, just as a group of shareholders were to convene an EGM to bring in a new group of directors.
The LDC's reprimand of Ho and the other four former directors is likely to be a moot point to current shareholders of Magnus Energy.
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Trading of the company’s shares has been suspended since Aug 22 2019, following a special audit report by Provenance Capital that questioned its ability to continue as a going concern.
Under the new management team and controlling shareholders, Magnus Energy has been trying to venture into new business areas, such as nickel mining in Indonesia but it has been unable to receive the necessary permits to continue. It is in talks with local authorities on this matter.
Despite three extensions, the company has not submitted a trading resumption proposal.
On Feb 21 2023, the company received a notification of delisting from the exchange.
Magnus Energy had wanted to appeal against this delisting decision. After the exchange had rejected yet another extension, it has instead reached out to its top 20 shareholders to table an exit proposal for other shareholders.
According to the company on March 31, just one of these shareholders, whom it did not name, had submitted a non-binding, indicative expression of interest.
Meanwhile, three of its existing directors will soon exit from the board. Non-executive chairman Michael Grant Pixley and independent director Chan Choo Onn have resigned, while another ID, Budi Rahardjo, will not seek re-election at the coming AGM for FY2022.
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According to Magnus Energy, the cessation of these three directors will take effect after the company's AGM for FY2022.
With these three exits, Magnus Energy's board will be left with just Charles Madhavan, executive director and CEO.
The company will try and find replacements so as not to breach another SGX rule requiring boards to have at least three directors.
