Five ex-FGV directors have counterclaim dismissed, ordered to file defence

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KUALA LUMPUR (Nov 8): Five former FGV Holdings Bhd (FGV) directors today failed in their counter-claim against the company over a suit that was filed against them and nine others, over the questionable acquisition of Asian Plantation Limited (APL).

The decision was made by High Court Justice Datuk Azimah Omar in chambers today, where it was related to lawyers representing FGV and the five directors.

Justice Azimah also ordered the five directors to pay total costs of RM8,000.

She also ordered them to file their amended defence by Nov 29 and FGV to file their reply by Dec 13.

The judge fixed Jan 13, 2020, as the next case management.

The five former directors are Tan Sri Ismee Ismail, Tan Sri Wan Abdul Aziz Wan Abdullah, Tan Sri Sulaiman Mahbob, Datuk Nozirah Bahari and Datuk Fazlur Rahman Ebrahim. They are the 10th to 14th defendants in the main suit.

They had named FGV and 10 individuals — including the company's present chairman, as well as non-independent directors and non-executive directors — as defendants in their counterclaim.

The 10 individuals are Datuk Azhar Abdul Hamid, Mohd Hassan Ahmad, Datuk Dr Othman Omar, Dr Mohamed Nazeeb P. Alithambi, Datuk Dr Salmiah Ahmad, Datin Hoi Lai Peng, Datuk Yusli Mohamed Yusoff, Dr Nesadurai Kalanithi, Datuk Mohd Anwar Yahya and Datuk Mohamed Suffian Awang. The five former directors were represented by lawyer Fahda Nur Ahmad Kamar.

FGV was represented by lawyer Andrew Chiew Ean Vooi.

In their defence and counterclaim, the five alleged the present FGV board had initiated the civil suit to cover up their weaknesses in managing the company that led to a drop in FGV shares and had alluded the losses were due to the APL purchase.

They further claimed that the present board's move was to discredit the previous board, which they said had taken all efforts to expand the company and safeguard its potential future revenue.

They also alleged that the present FGV board had initiated the suit against them to cast the impression that they were corrupted.

It was previously reported that FGV filed the suit last November against its former group president and chief executive officer Datuk Mohd Emir Mavani Abdullah and 13 others for RM514 million, and other damages in relation to APL acquisition in 2014.

Others named also included former Felda chairman Tan Sri Isa Samad (who was FGV chairman at the time), former chief financial officer Ahmad Tifli Mohd Talha, former business development of downstream cluster vice president Farisan Mokhtar, and former downstream cluster senior general manager Rasydan Alias Mohamed.

Besides Ismee, Wan Abdul Aziz, Sulaiman, Nozirah and Fazlur, other directors named in the suit are Datuk Omar Salim, Datuk Noor Ehsanuddin Mohd Harun Narrashid, Datuk Yahaya Abd Jabar and Datuk Faizoull Ahmad.

FGV claimed it had brought about this legal action for loss suffered from their failure to discharge their respective fiduciary duty, duty of fidelity and/or duty to exercise reasonable care, skill and diligence in the group's acquisition of 100% equity interest in APL via a voluntary conditional cash offer in 2014.

It is claiming RM514 million for loss arising from the acquisition, or alternatively damages or loss from the acquisition as assessed by the court.

APL was listed on the London Stock Exchange’s Alternative Investment Market, when FGV proposed to acquire it in August 2014 for £2.20 (RM11.50) per share or £120 million (about RM628 million at the time).

At that time, the Singapore-based company had its plantations in Miri and Bintulu, Sarawak.

The offer price represents a 5.4% premium to APL’s weighted average share price in the month prior to the announcement, and was a 294.7% premium to its net assets per share of 55.74 pence at Dec 31, 2013.

The acquisition was satisfied with funds from FGV’s RM10.4 billion initial public offering in 2012.

At 11.44am, FGV rose 2.61% or 3 sen to RM1.18, valuing it at RM4.31 billion.