KUALA LUMPUR (Feb 23): Jentayu Sustainables Bhd (KL:JSB) has successfully defended a legal challenge from shareholder Andy Lai Wee Young, clearing a major hurdle for its proposed private placement.
In a filing with Bursa Malaysia on Monday, the group said the High Court of Malaya had dismissed the originating summons filed by Lai and ordered him to pay RM20,000 in costs to the company.
The court also discharged an earlier undertaking given by the company not to issue or allot shares under the private placement approved by shareholders during the company's extraordinary general meeting (EGM) on Dec 4, 2025. With this restraint removed, the board said Jentayu is now free to proceed with the share issuance.
The legal dispute began when Lai — the acting group managing director of GDB Holdings Bhd (KL:GDB) — challenged the board's decision to move the EGM from its original Oct 22 date to Dec 4.
Lai, who held 1.36 million Jentayu shares at the time, sought to have the postponement and the resolutions passed during the reconvened meeting declared invalid. While the court previously allowed Jentayu to handle preparatory paperwork and identify investors, the company was legally barred from issuing the shares until the court's dismissal of his lawsuit.
At the EGM, shareholders approved the proposed private placement but rejected the proposed acquisition of Jentayu Solar Sdn Bhd and a proposed variation of proceeds from the group’s 2022 rights issue.
While the court win settles the Dec 4 EGM dispute, a much larger boardroom dispute is coming to a head this week.
Lai is part of a group of 15 requisitionists attempting to force another EGM this Friday (Feb 27) to remove Jentayu's entire board, including group managing director Datuk Beroz Nilmak Mirdin. The group has proposed 16 resolutions to replace the current leadership with eight new directors, citing concerns over high administrative costs and declining revenue.
The company, however, has stated that the proposed EGM is illegal and invalid, citing issues including the shareholding threshold required to call a meeting. In a bourse filing last Friday, Jentayu alleged that the 15 purported requisitionists do not hold at least 10% of the group's issued share capital.
Jentayu also informed Bursa Malaysia that one of the 15 requisitionists had recently written to the company claiming he "had never signed any documents authorising the notices" to convene the EGM. Jentayu also labelled the meeting notice a "conspiracy" involving "document forgery" and said it would take immediate legal action against the relevant parties.