R&A Telco files suit against former executive director over EGM plan – Business News

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KUALA LUMPUR: R&A Telecommunication Group Bhd has taken legal action against its group founder and former executive director Francis Tan Hock Leong for seeking an extraordinary general meeting (EGM) to remove several directors.

It said on Wednesday it had on Nov 10 filed an originating summons against Tan in the High Court of Malaya following the latter’s move to seek to hold an EGM on Nov 22.

R&A, which makes telecommunication structures and offers engineering solutions for telecommunication networks, sought a declaration that the notice of EGM issued by Tan on Nov 1, as invalid and of no effect.

It also sought a declaration that any general meeting of R&A, including any adjourned meeting thereof, sought to be convened by Tan under the notice of EGM “is invalid, of no effect and is not a meeting of R&A binding on R&A’s shareholders and R&A’s directors”.

R&A also sought a declaration that any meeting held on Nov 22 sought to be convened pursuant to the notice of EGM is not a valid meeting.

On Oct 16, Tan and Nexgram Holdings Bhd – who hold 6.83% and 6.47% equity interest respectively – had sought to remove chief executive officer Sim Keng Siong, Selva Rasan Datuk Puspa Das, Chua Soo Seong and Lim Tiong Jin, Sim Keng Siong, Chua Soo Seong, Lim Tiong Jin, Selva Rasam a/l Puspa Das as directors.

Instead, Tan and Nexgram has sought the EGM to appoint Rajendra Raja a/l S. Govindaraj, Cheng Soon Siang and Kamal Abdul Aziz be appointed as directors.

StarBiz had earlier reported that R&A, a Guidance Note 3 company, is in the midst of finalising a regularisation plan. 

Based on an announcement in March, it will, as part of its regularisation plan, acquire another telecommunication solutions provider Forward Resources and Construction Sdn Bhd from Lean Kock Kiang, his wife Lee Sek Ang, and FRC Resources Sdn Bhd (FRCR), a special purpose vehicle owned by the couple that will become the new listed vehicle in place of R&A. 

The acquisition is for RM110mil to be satisfied entirely via the issuance of up to 1.1 billion FRCR shares.

Based on the proposed regularisation plan, the shareholdings of Nexgram and Tan (who resigned as R&A executive director in December last year) would be diluted to 0.4% share each in FRCR (assuming full exercise of warrants) while Lean and Lee would end up with a combined 70% stake.

Nexgram and Tan, in their joint letter to the R&A board dated Oct 16, said if no EGM was called during the time provided for under the Companies Act and/or notice of the meeting was not given to shareholders within 14 days, they would proceed to convene such a meeting to consider the proposed resolutions.

For the 18-month financial period ended June 30, 2017, R&A reported an unaudited net profit of RM765,000 against a net loss of RM91.18mil in the 18-month period to June 30, 2016. (The board changed the financial year-end from Dec 31 to June 30 in March this year.) 

 



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