Non-executive director sues Caely, other directors to prevent issuance of new shares via private placement

Non-executive director sues Caely, other directors to prevent issuance of new shares via private placement
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KUALA LUMPUR (April 26): Troubled lingerie maker Caely Holdings Bhd said its non-executive director Datin Fong Nyok Yoon has launched a lawsuit against the company and six current and former directors, prohibiting them from allotting and issuing new shares in the company through a private placement exercise.

In a bourse filing on Tuesday (April 26), Caely said it has received an originating summons filed in the Shah Alam High Court from Fong, naming executive chairman Datuk Wira Louis Ng Chun Hau, executive director and chief executive officer Lim Chee Pang, non-executive directors Lim Say Leong and Beh Hong Shien, former non-executive directors Noor Azri Noor Azerai and Datuk Seri Mazlan Lazim, and the company as defendants.

Both Mazlan and Noor Azri had resigned from the board on Monday (April 25). In giving his reason for stepping down, Noor Azri said in a statement that the recent issues that have cropped up in the company have affected his "ability to further assist the group". He did not elaborate.

The originating summons is currently fixed for case management on May 19.

Fong is also seeking the resolution to re-designate herself from executive director to non-independent non-executive director of Caely, which was passed at the company’s annual general meeting held on Sept 22 last year, be cancelled.

She also wants the special notices issued by Ng on behalf of Caely to the directors of Classita (M) Sdn Bhd, Caely Development Sdn Bhd and Marway Industries (M) Sdn Bhd and all dated April 5 to convene an extraordinary general meeting (EGM) be cancelled, as well as the costs of her application and all other consequential and incidental costs be paid by the defendants jointly to her.

"The company is seeking legal advice and will make further announcement on any material development on this matter," said Caely.

Caely recently saw the Malaysian Anti-Corruption Commission issuing a freeze order on all its bank accounts. Earlier, the company had on April 7 announced that Virdos Lima Consultancy (M) Sdn Bhd had been appointed as forensic auditor to carry out an independent forensic audit on allegations of suspicious and irregular transactions at the group. It had cited that one of its independent non-executive directors had received an anonymous package containing documents, raising concerns on several suspicious transactions involving Caely as circumstances leading to the forensic investigation.

It had said that it expects the investigation to be completed by May 31.

Caely's 2021 Annual Report showed that its substantial shareholders comprised Penang-based businessman Datuk Seri Goh Choon Kim with a 21.69% stake; Fong and spouse Datuk Chuah Chin Lai, who was the former managing director of Caely, jointly owning 13.07%; while Ng held a 25.26% stake in the company as at July 30, 2021.

Caely shares closed down 0.5 sen or 1.18% at 42 sen on Tuesday, bringing it a market capitalisation of RM107.2 million.