No trial dates fixed for FGV's suit against ex-directors, pending appeal outcome

Judge decides not to fix trial dates for FGV's suit against ex-directors pending appeal outcome

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FGV claimed that the defendants had failed to discharge their respective fiduciary duty, duty of fidelity and duty to exercise reasonable care, skill and diligence in the group’s acquisition of a 100% equity interest in Asian Plantation in 2014.

KUALA LUMPUR (June 17): The High Court today refused to grant a stay of hearing sought by five former FGV Holdings Bhd directors, who are awaiting the hearing of their appeal at the Court of Appeal over the dismissal of their counter-claim against FGV.

The five former directors — Tan Sri Ismee Ismail, Tan Sri Wan Abdul Aziz Wan Abdullah, Tan Sri Sulaiman Mahbob, Datuk Nozirah Bahari and Datuk Fazlur Rahman Ebrahim — along with nine other ex-directors of FGV (including former Felda chairman Tan Sri Mohd Isa Samad) are being sued by FGV over the company’s questionable acquisition of Asian Plantation Ltd.

Judicial Commissioner Quay Chew Soon, who heard the stay application, also decided not to fix trial dates for the RM514 million suit by FGV.

Instead, the court wants the parties involved to exchange documents and proceed with any other interlocutory applications pending the disposal of the appeal.

The lawyer for the five former directors, Fahda Nur Ahmad Kamar, said Quay did not order her clients to pay any costs after dismissing the stay application.

Fahda also told theedgemarkets.com that the Court of Appeal had yet to fix dates for the hearing of their appeal.

FGV was represented by lawyer Andrew Chiew Ean Vooi.

On Nov 8 last year, Justice Azimah Omar, who initially heard the matter, had dismissed the five former director's counter-claim and ordered them to file their defence to the FGV suit.

FGV filed the suit against them in November 2018. Besides Isa, the other ex-directors named as defendants include its former group president and CEO Datuk Mohd Emir Mavani Abdullah, 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.

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 in its suit against them claimed that the 14 defendants had failed to discharge their respective fiduciary duty, duty of fidelity and duty to exercise reasonable care, skill and diligence in the group's acquisition of a 100% equity interest in Asian Plantation 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.

Asian Plantation 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 (RM628 million at the time).

The Singapore-based company owned plantations in Miri and Bintulu, Sarawak.

The offer price represents a 5.4% premium to Asian Plantation’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.

Meanwhile, Ismee, Wan Abdul Aziz, Sulaiman, Nozirah and Fazlur in their counter-claim 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.

In their defence and counterclaim, the five alleged that the present FGV board had initiated the civil suit against them to cover up its weaknesses in managing the company that led to a drop in FGV shares and had alluded that the losses were due to the Asian Plantation 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. The five alleged that the present FGV board had initiated the suit against them to cast the impression that they were corrupt.

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