KUALA LUMPUR (April 4): Fitters Diversified Bhd says it will be seeking the approval of its non-interested shareholders to ratify its acquisition of shares and warrants in Computer Forms (Malaysia) Bhd, following Bursa Malaysia Securities Bhd's advice to the company that the proposed acquisitions are deemed to be related party transactions, in accordance to Bursa's Main Market Listing requirements.
The group has also appointed Wyncorp Advisory Sdn Bhd as the independent adviser to its non-interested shareholders in relation to the proposed acquisition, Fitter's bourse filing on Tuesday (April 4) showed.
It also listed three directors as having an interest in the deal, namely executive director Hoo Swee Guan, who is also an executive director of Computer Forms; and independent non-executive directors Wong Kok Seong and Kho See Yiing, who are also on the board of Computer Forms as a senior independent non-executive director and independent non-executive director, respectively.
"Accordingly, the interested directors are deemed interested in the proposed ratification. The interested directors have abstained and will continue to abstain from voting at the board meeting of the company in relation to the proposed ratification. The interested directors will also ensure that persons connected with them (if any) will abstain from voting on the resolution pertaining to the proposed ratification to be tabled at the extraordinary general meeting to be convened," Fitters said.
This is in addition to its disclosure last month that its largest shareholder Datuk Seri Pang Chow Huat has a 7.9% stake in Fitters and a controlling interest of 54.25% in Computer Forms.
At the time, it had had to justify its acquisition of 4.54% or 12.14 million shares in Computer Forms between March 7 and 8 for RM26.44 million, together with 4.78% or 6.18 million warrants for RM8.33 million, after being queried by Bursa about it.
It said then that it was investing in Computer Forms because it was optimistic over the latter's new venture into the electrical vehicle industry. Asked about how this venture had enhanced the loss-making Computer Forms' value since it was a recent move, Fitters said it believed that Computer Forms partnership with Bangkok-listed Energy Absolute Public Company Ltd to jointly produce and distribute electric vehicles (EV) and EV chargers could contribute to Computer Forms' future earnings.
"Barring any unforeseen circumstances, the proposed ratification will take immediate effect upon obtaining the approval from the non-interested shareholders of Fitters, the proposed ratification is expected to be completed by the second quarter of 2023," Fitters latest filing read.
Fitters shares settled unchanged at eight sen on Tuesday, for a market capitalisation of RM198.66 million. Computer Forms closed half a sen or 2.17% lower at 22.5 sen, valuing it at RM58.84 million. Computer Forms’ share price has dropped nearly 90% since Fitters' acquisition on March 7.