Protasco: two EGMs will be called to safeguard minority shareholders interest

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KUALA LUMPUR (Nov 5): Protasco Bhd clarified today that there will be two Extraordinary General Meetings (EGMs) held as requisitioned under the Special Notices announced on October 27 and October 30 for the benefit of its minority shareholders.

In a statement today, Protasco said the two EGMs have been scheduled on Nov 26 and Nov 28 respectively. The first EGM is to remove two of its non-executive director, Tey Por Yee and Ooi Kock Aun. Two Protasco substantial shareholders, UOBM Nominees (Tempatan) Sdn Bhd and Tan Heng Kui who collectively hold a 10.51% stake, want to remove Tey and his counterpart Ooi .

The second shareholder meeting, which is called by Tey, to remove company's managing director Datuk Seri Chong Ket Pen from his post.

In the latest development, Protasco said a board meeting was held last Friday, and had decided that the requisition filed on Oct 27 was in order and consequently resolved as required by law to convene the EGM on November 26.

"This board meeting had originally been called at the request of Tey and Ooi by a notice dated Oct 23. Due to the lack of quorum if called on Oct 27 as they proposed, the meeting was set for Oct 31," it said.

Protasco stressed that the notice was a basic request to call a Board Meeting, and did not refer to any alleged wrongdoing on the part of Chong or any specific matters to be put on the agenda.

"Chairman Tan Sri Dr. Hadenan Bin Abdul Jalil by his letter dated Oct 24 requested more details for the agenda, but neither Tey nor Ooi responded," Protasco said, adding that the duo did not present evidence of their allegations, contrary to their recent statements to the media.

"Tey, who owns and controls Kingdom Seekers Ventures Sdn Bhd, also had not presented to the Board any evidence of these accusations prior to the Company’s legal suit announced on Sept 22, or prior to filing his own derivative action in court on October 28," Protasco said.

Protasco said the Board will continue to act in the best interests of the company and minority shareholders it has always done.

To recap, Protasco's shareholder saga began when Protasco filed a legal suit against Tey, Ooi and PT Anglo Slavia Utama (PT ASU) to claim back US$22.2 million (RM73 million) it had paid in its foiled attempt to buy a 63% stake in oil and gas outfit PT Anglo Slavic Indonesia (PT ASI).

Protasco claimed in a filing with Bursa Malaysia that naming Tey and Ooi as defendants in the suit was premised on the breach of their fiduciary and statutory duties, including the duty to disclose their interests in the transaction, conspiracy to defraud Protasco and the “making of secret profit”.

In defending himself in the suit, Tey, who owns 16.68% of Protasco, had alleged Chong to have gained some RM10 million from two Protasco's Indonesia investments.

He said Protasco through its subsidiaries had paid a total of RM16 million to PT Goldchild Integritas for bitumen and coal trading with Indonesia. Of this RM16 million, RM10 million was channelled back to RS Maha Niaga Sdn Bhd, whose shareholders are senior management executives of Protasco.

Tey filed a derivative action against Protasco and its senior management, through his private vehicle Kingdom Seekers Ventures, for the return of RM10 million to Protasco and general damages it purportedly suffered.

However, Chong denied all the allegations.

“Clearly, these new proceedings amount to nothing more than an attempt to smear and tarnish my reputation, apart from seeking to divert attention away from the earlier ongoing legal proceedings filed by Protasco Bhd against Tey and others,” Chong said in a joint press statement.

 Chong said he had appointed solicitors to “vigorously defend” himself against the civil suit and will lodge a police report in respect of those allegations.