KUALA LUMPUR (Feb 17): Pan Malaysia Holdings Bhd (PMH) and its 68.32% shareholder Malayan United Industries Bhd (MUI) are fighting back against a new lawsuit alleging that the sale of three firms — PM Securities Sdn Bhd, PCB Asset Management Sdn Bhd and Miranex Sdn Bhd — to NewParadigm Capital Ventures Sdn Bhd for RM90 million cash are in breach of Section 223 of the Companies Act 2016.
On Tuesday (Feb 14), both PMH and MUI had received an originating summons and notice of application for interim injunction of the sales from Chan Weng Fui, a shareholder of Pan Malaysia Capital Bhd (PMC) with a direct stake of 4.78%. PMC is in turn a 34.84% unit of PMH.
In separate filings with Bursa Malaysia on Friday (Feb 17), PMH and MUI said they categorically deny any impropriety alleged/insinuated by Chan through the action.
They added that a legal counsel has been appointed to defend the companies against the action and to oppose the injunction application filed by Chan.
"The company’s position is that the alleged claims made by the plaintiff are without merit. The company shall take all necessary steps to vigorously defend itself against the various claims and shall pursue all legal recourse available stemming from the action as appropriate," PMH and MUI said.
The High Court here has fixed the next case management on Feb 27.
Among others, Chan is seeking a declaration that PMC has failed to serve the notice of an extraordinary general meeting (EGM) to him, and sought an order to invalidate the resolutions passed at the EGM.
He is also seeking a declaration that PMH is a party related to the transaction, and is precluded from voting at any of PMC's EGM deliberating on the disposal.
He is also seeking a declaration to set aside the share sale and purchase agreement (SSPA) related to the sale, and an injunction to restrain any action to execute the SSPA.
The suit named 17 defendants, including PMH, PMC and the three target companies.
The other defendants are the board members of PMH, PMC and MUI. They include PMH chairperson Farizon Ibrahim, non-independent director Wong Nyet Faat, and independent director Lum Tuck Cheong.
MUI directors include its chairman Khoo Boo Yeow and independent directors Datuk Tan Kee Kwong, Datuk Jessie Tang and Datuk Leong Kam Weng.
At 2.32pm, shares of PMH were down 0.5 sen or 6.67% at seven sen, giving it a market capitalisation of RM65.02 million. Shares of MUI were unchanged at 7.5 sen, translating into a market cap of RM241.94 million.