KUALA LUMPUR (May 5): Three independent and non-executive directors of  Seni Jaya Bhd have resigned, following an increase in the group's share price and a significant disposal of shares by its two largest shareholders, Datin Lee Nai Yee and Datuk Seri Anne Teo.

"This raises the immediate concern as to whether there is a takeover exercise going on without my and my fellow independent directors' knowledge,"  Datuk Seri Dr Liew Lee Leong, Lim Chee Khang and Datuk Shamsul Falak Aabdul Kadir were quoted as saying in identical bourse filings.

“I certainly do not feel comfortable with this recent happening, as my fellow independent directors and I are unable to obtain a satisfactory explanation, despite several enquiries made both verbally and in writing to the two largest shareholders cum board directors and the company secretary,”  they said.

The three outgoing directors also said that the proposed appointment of an additional independent director, as well as the CEO, was not in line with the standard operating procedures (SOPs), as it did not go through the nomination and remuneration committees.

"Although there is no mandatory requirement that such appointments may need to go through the independent directors, for good governance, surely it must be approved at board level.

“We, the independent directors, have no prior notice of the above proposed appointments prior to receiving the relevant circulars requiring our signatures,” they said.

The three directors then said that the company secretary should have advised whoever gave the instruction for the new appointments via resolutions to adhere to the SOPs.

Seni Jaya is principally involved in providing media and production services for both indoor and outdoor advertising in Malaysia.

Its shares last traded at RM1.64, valuing the group at RM66 million. So far this year, the counter has more than doubled from 80 sen on Dec 30, 2020.

The group was slapped with an unusual market activity query by Bursa Malaysia on Feb 4, following the sharp rise in its share price and trading volume. However, the group said it was not aware of any reasons which may have contributed to its unusual trading activity.  

Lee and Teo are the company's two largest shareholders and have been selling their shares over the last two months.

Lee had disposed of 9.84 million shares between March 25 and April 6, resulting in her shareholdings in the group falling to just 17.03% as at April 6, compared with 41.31% on Jan 4.

Meanwhile, Teo’s stake in the company also shrank to 14.69% from 22.22%, following disposal of 3.05 million shares bertween March 25 and April 6.

Teo is the executive chairman of Seni Jaya and she is also the sister-in-law to Lee, the non-independent non executive director of the group.