KUALA LUMPUR (Feb 15): Two extraordinary general meetings (EGMs) of Revenue Group Bhd fixed for Friday (Feb 17) pertaining to the removal of directors, will not be held, pending further direction from the court following a court order earlier in the week.
On Monday (Feb 13), the High Court granted an ad interim order to restrain the e-payment solution provider from proceeding with either of the EGMs, pending the determination of an interim injunction application filed by its co-founders Brian Ng Shih Chiow and Dino Ng Shih Fang.
The Ng brothers were suspended from their director positions last month, after several complaints were lodged against them. Dino is the group’s largest shareholder with 85.38 million shares or a 17.71% stake. Brian no longer holds any share in the group, having transferred all his 55.5 million shares or a 11.51% stake to Dino on Feb 13.
The first EGM revolved around the current board’s resolution to remove Brian and Dino as directors of the group, while the second was requisitioned by Brian to remove the current board.
The directors Brian sought to remove were executive chairman Nor Azzam Abdul Jalil, managing director and co-founder Datuk Eddie Ng Chee Siong, executive directors Lai Wei Keat and Ooi Guan Hoe, and independent non-executive directors Ng Chee Keong, Loo Jo Anne, Jade Lee Gaik Suan, Alwizah Al-Yafii Ahmad Kamal and Tham Sai Cheong.
Brian and Dino’s interim injunction application, apart from seeking to restrain the two EGMs from being held, also seeks to prevent Revenue Group from calling any further general meetings, with an agenda to remove them as directors, pending the full disposal of Revenue Group’s suit against them.
Revenue Group filed its suit against the brothers on Jan 16, accusing the pair of violating Bursa Malaysia’s listing rules in relation to the group’s unaudited quarterly reports for the period of Dec 12, 2020 to Sept 30, 2022.
The e-payment solutions provider also alleged that the brothers violated Section 317A of the Capital Markets and Services Act 2007, which prohibits directors and officers of listed entities to do anything with the intention of causing wrongful loss.
On Feb 8, Dino and Brian filed their defence and counterclaim, contending that their suspension as directors pursuant to a special board meeting on Jan 4 was invalid. They also contend that a notice of meeting dated Jan 19 and another special directors’ meeting on Jan 26 ought to be declared null and void.
The duo filed their interim injunction application on the same day.
Brian and Dino’s interim injunction application, as well as Revenue Group’s application to restrain the brothers from exercising their voting rights and their powers as directors of the group, have been fixed for hearing on May 30.
At noon break on Wednesday (Feb 15), shares in Revenue Group were up one sen or 2.04% to 50 sen, giving the group a market capitalisation of RM238.42 million.
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