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Asti shareholders vote in favour of replacing entire board at EGM
SHAREHOLDERS of Asti have passed the resolutions of its extraordinary general meeting (EGM) on Tuesday (Aug 22) to replace the entire board with five new directors.
Around 95.5 per cent of the 220 million shares represented at the shareholder-requisitioned EGM were in favour of the resolutions, the semiconductor manufacturing services provider said in a statement.
The newly constituted board comprises Ng Yew Nam, Soh Pock Kheng, Raymond Lam Kuo Wei, Chow Wai San and Yap Alvin Tsok Sein.
The new board will work towards streamlining business functions, maximising cost and operational efficiencies, and maintaining organisational discipline and integrity, Asti said.
It will take steps to ensure that the company complies with the notices of compliance it received in April and July 2023, and with the relevant laws and regulations.
It will also work with all credible interested parties towards securing an exit offer, as well as consider all other options, Asti added.
In the meantime, the company has set up an interim management committee &ndash constituted by Ng and Soh &ndash to ensure continuity and to assist the board in reviewing and understanding the business.
The committee, which reports directly to the board, will also be in charge of the day-to-day business, operational and management issues of the company, pending the formal constitution of its management team.
The board has also limited the powers and authority of the management team during this period, &ldquo out of prudence and to ensure a proper and smooth transition, as well as to avoid any interruptions to the group&rsquo s business activities&rdquo .
This includes not being able to transfer, sell or create any encumbrance over the company&rsquo s assets, or make changes to the terms of the employment or appointment of the group&rsquo s employees &ndash unless approved in writing by the newly appointed directors, Asti said.
The EGM was requisitioned by four shareholders of the watch-listed semiconductor company.
The company had been sparring with the four shareholders over the validity of the EGM, and urged other shareholders to attend its AGM on Aug 31 instead, as the AGM was the &ldquo appropriate forum&rdquo to bring up any issues or resolutions.
The Securities Investors Association (Singapore), or Sias, urged shareholders to attend both the EGM and the AGM, as both are avenues for shareholders to discuss issues affecting them, adding that the issue of the legality of the EGM is for a court to decide, and not the company.
The Singapore Exchange Regulation (SGX RegCo) also noted that all parties should work together to successfully conduct a shareholder-requisitioned meeting, and if the company feels that such a requisitioned meeting should not proceed despite engagement with the requisitionists, it can seek a court ruling on the matter.
Asti EGM: requisitioners accuse company of providing outdated shareholder list
SEMICONDUCTOR company Asti Holdings : 575 0% said it received a letter from the lawyers of four shareholders, which argued that an extraordinary general meeting (EGM) requisitioned by the shareholders to overhaul the board is valid.
The shareholders, through their lawyers, said they had validly given notice of the proposed EGM to all relevant stakeholders.
Asti has been sparring with the shareholders over the validity of the Aug 22 EGM, which was requisitioned to remove all five of Asti&rsquo s directors.
Asti had earlier said the EGM was invalidly called, and urged shareholders to attend its long-overdue FY2021 AGM on Aug 31 instead of the EGM. Among other reasons, Asti said the requisitioning shareholders displayed &ldquo failure, neglect or reckless disregard&rdquo in not sending the notice of the proposed EGM to all shareholders.
The requisitioners relied on an outdated shareholder list as at Jul 22, 2022, Asti said. Advertising an EGM notice in local newspapers does not sufficiently constitute ample notice, it added.
In the lawyer&rsquo s letter, the requisitioners blamed the company for intentionally providing to them an outdated shareholding list, Asti said in a bourse filing on Sunday (Aug 20).
The parties claimed they &ldquo would not have been aware that the July 2022 Shareholding List that was provided to them was outdated&rdquo .
Asti&rsquo s board, however, said a list was received and signed for by the requisitioners&rsquo lawyer &ndash a partner &ndash in a letter dated May 12, 2023, which twice stated that the shareholding list was drawn up as at Jul 22, 2022.
The Securities Investors Association (Singapore), or Sias, has said that the issue of the legality of the EGM is for a court to decide, and not for the company.
It urged shareholders to attend both the EGM and the AGM, as both are avenues for shareholders to discuss issues affecting them.
Among the requisitioning shareholders of the EGM is Ng Yew Nam, managing director of iTrue Technologies, which checks for cosmetic defects in electronic components. Ng is seeking to be appointed to Asti&rsquo s board, along with four other individuals.
Asti&rsquo s stock has been suspended on the Singapore Exchange since July 2022, after it was unable to meet the requirements to exit the watch list. Regulators also ordered the company or its controlling shareholders to provide a reasonable exit offer to shareholders.
Legality of Asti EGM is &lsquo for court to decide&rsquo : Sias
THE Securities Investors Association (Singapore), or Sias, has urged shareholders of watch-listed semiconductor company Asti Holdings : 575 0% to attend both the company&rsquo s upcoming extraordinary general meeting (EGM) and annual general meeting (AGM) on Aug 22 and Aug 31, respectively.
Both events are seen by Sias as avenues for shareholders to discuss issues affecting them and it is their &ldquo right as a shareholder to attend the meeting, ask questions, and vote&rdquo , said David Gerald, founder, president and chief executive officer of Sias, in a press statement on Friday (Aug 18).
&ldquo In our view, the issue of legality of the EGM is for a court to decide and not for the company,&rdquo he added.
The Sias founder was referring to Asti&rsquo s claims that the EGM proposed by four requisitioning shareholders is invalid.
Separately, Asti issued a bourse filing on Friday reiterating its Aug 14 announcement where it advised shareholders not to attend the EGM scheduled on Aug 22, or lodge proxy forms in relation to the proposed EGM.
Sias will be holding a dialogue session with Asti&rsquo s board and management on Aug 21. Both parties welcome all Asti shareholders to attend and raise their concerns regarding the company&rsquo s latest developments and FY2021 financial results.
The dialogue will look at Asti&rsquo s failures and breaches. It will also discuss EGM opportunities for the shareholders to hold the board accountable and seek changes.
In its latest statement, Asti encouraged shareholders to attend its long-overdue FY2021 AGM as well as the dialogue instead of the EGM.
&ldquo Any attempt by the requisitioning shareholders to carry on with the clearly invalid proposed EGM on Aug 22 (ie nine days earlier), is likely to cause pandemonium and confusion as to the carrying out of the FY2021 AGM. This will be harmful to the company&rsquo s good governance and business, and will be to the detriment of both the company and the general body of shareholders of the company,&rdquo said Asti&rsquo s board.
Shares of Asti have been suspended from trading since July 2022.
See latest response from SIAS.
Date: August 18, 2023
ASTI Holdings will be delisted as it has failed to meet the regulatory requirements for exiting the watch list since 6 June 2019. The trading has been suspended since July 2022. There has been much concern among the minority shareholders as to whether in fact there is an offer on the table mentioned by the current ASTI board, or if they should elect a new board of directors to secure an exit offer.
SIAS recently organised a dialogue session with ASTI shareholders and the proposed new board of directors on 16th August 2023 to discuss the resolutions to be tabled at the upcoming EGM. Shareholders who did not attend the dialogue session held on 16th August can watch the recording by clicking here. Shareholders of ASTI should attend the EGM on 22nd August 2023, 10am at Meeting Room, 9 Straits View Level 3, Marina One West Tower, Singapore 018937, as they should take the opportunity to discuss issues affecting them. In our view, the issue of legality of the EGM is for a Court to decide and not for the Company.
SIAS will also be organising a dialogue session with ASTI board and management on 21st August 2023, 7pm at SBF Center Level 6, 160 Robinson Road, Singapore 068914. All shareholders are invited and encouraged to raise your concerns on the latest developments and FY21 results. ASTI AGM for FY21 will be held on 31st August 2023, 2pm at Lifelong Learning Institute, Event Hall 2-1 (Level 2), 11 Eunos Road 8, Singapore 408601.
SIAS would, therefore, urge all shareholders of ASTI Holdings Ltd to attend both the EGM on 22nd August 2023 and the AGM on 31st August 2023 to vote on the resolutions as it is your right as a shareholder to attend the meeting, ask questions and vote.
Presentation Slides &ndash Dialogue Session with ASTI Shareholders
David Gerald
Founder, President and CEO
SIAS
Date: August 18, 2023
ASTI Holdings will be delisted as it has failed to meet the regulatory requirements for exiting the watch list since 6 June 2019. The trading has been suspended since July 2022. There has been much concern among the minority shareholders as to whether in fact there is an offer on the table mentioned by the current ASTI board, or if they should elect a new board of directors to secure an exit offer.
SIAS recently organised a dialogue session with ASTI shareholders and the proposed new board of directors on 16th August 2023 to discuss the resolutions to be tabled at the upcoming EGM. Shareholders who did not attend the dialogue session held on 16th August can watch the recording by clicking here. Shareholders of ASTI should attend the EGM on 22nd August 2023, 10am at Meeting Room, 9 Straits View Level 3, Marina One West Tower, Singapore 018937, as they should take the opportunity to discuss issues affecting them. In our view, the issue of legality of the EGM is for a Court to decide and not for the Company.
SIAS will also be organising a dialogue session with ASTI board and management on 21st August 2023, 7pm at SBF Center Level 6, 160 Robinson Road, Singapore 068914. All shareholders are invited and encouraged to raise your concerns on the latest developments and FY21 results. ASTI AGM for FY21 will be held on 31st August 2023, 2pm at Lifelong Learning Institute, Event Hall 2-1 (Level 2), 11 Eunos Road 8, Singapore 408601.
SIAS would, therefore, urge all shareholders of ASTI Holdings Ltd to attend both the EGM on 22nd August 2023 and the AGM on 31st August 2023 to vote on the resolutions as it is your right as a shareholder to attend the meeting, ask questions and vote.
Presentation Slides &ndash Dialogue Session with ASTI Shareholders
David Gerald
Founder, President and CEO
SIAS
This saga going round and round in circles....making a fool of regulators.
What a joke. Poor shareholders.
Asti to hold AGM on Aug 31, with shareholder dialogue 10 days prior
SEMICONDUCTOR company Asti Holdings : 575 0% will hold its long-awaited FY2021 annual general meeting (AGM) on Aug 31, amid an attempt by several shareholders to overhaul the board.
The company will also hold a shareholder dialogue 10 days earlier, on Aug 21, moderated by the Securities Investors Association (Singapore).
The aim of this is to &ldquo maintain a spirit of open discussion&rdquo , Asti said in a bourse filing on Wednesday (Aug 16).
The announcement comes after four Asti shareholders tried to requisition an extraordinary general meeting (EGM), to be held on Aug 22, to remove all five of Asti&rsquo s directors.
Among the requisitioning shareholders is Ng Yew Nam, managing director of iTrue Technologies, which checks for cosmetic defects in electronic components. Ng is seeking to be appointed to Asti&rsquo s board, along with four other individuals.
Asti however on Monday said that the proposed EGM is invalid, and that the FY2021 AGM would be the &ldquo appropriate forum&rdquo to bring up any issues or resolutions.
In its Wednesday update, the company said that shareholders will vote on eight resolutions at the AGM, which include the re-election of four current directors and the appointment of RT as auditor for FY2022.
The AGM will also address a potential exit offer for Asti by Prospera Alliance, a consortium backed by Thailand-listed Capital Engineering Network and a substantial Asti shareholder, Heah Theare Haw.
Asti will invite representatives of Prospera to participate in the Aug 21 dialogue. The offeror had previously said it was &ldquo deeply concerned&rdquo about the implications of the proposed board overhaul.
&ldquo With the FY2021 financials audited, our priority is to uphold a spirit of openness even as we navigate the potential offer, which the board believes is the best available option to unlock value for shareholders amid a directed delisting of the company,&rdquo Asti&rsquo s directors said in the filing.
Asti added that since FY2021, it has carried out &ldquo major restructuring&rdquo , with retrenchments, the closure of loss-making units, downsizing of corporate and administrative functions and relocation to a smaller office.
Thanks to these &ldquo strenuous efforts&rdquo , Asti recorded an unaudited profit after tax of S$3 million for FY2022, reversing the audited loss after tax of S$11.8 million in FY2021, the company said.
However, Asti still could not exit the SGX watch-list by its Jun 5, 2022 deadline, as its six-month average daily market capitalisation was short of the S$40 million threshold. Trading in the company&rsquo s shares has been suspended since Jul 5, 2022.
Where is my dragon share
,Also suspension for many years
Asti says proposed EGM was invalidly called, resolutions to be brought up at AGM instead
The four requisitioning shareholders seek to remove Asti' s current board and appoint five other individuals.
WATCH-LISTED semiconductor company Asti Holdings on Monday (Aug 14) said that the extraordinary general meeting (EGM) called by four requisitioning shareholders is invalid, and has requested them not to proceed with the proposed EGM.
Instead, the company said that its FY2021 annual general meeting (AGM), for which it intends to issue the notice on Wednesday, will be the &ldquo appropriate forum&rdquo to bring up any issues or resolutions that they may have.
In a bourse filing, Asti said that it has taken legal advice, and has notified the requisitioning shareholders of breaches of the company&rsquo s constitution which render the EGM that they called for invalid.
The EGM, proposed to be held on Aug 22, was requisitioned by iTrue Technologies managing director Ng Yew Nam and three other shareholders. They seek to remove all five of Asti&rsquo s directors and replace them with Ng and four other individuals.
Asti claimed that they are in breach of Regulation 48 of the company&rsquo s constitution, which requires notice of the proposed EGM to be sent to all members, subject to certain exceptions.
The company added that they are also in breach of Regulation 140 of its constitution, which stipulates that notice of the proposed EGM must be sent to its auditor, Ernst & Young. It also claims that they are breaking regulations 52 to 61 of the company constitution, as well as other applicable laws.
Asti said that all general meetings must be conducted by the board of directors, and that the requisitioning shareholders are usurping the board&rsquo s right, power and entitlement to scrutinise, attend and conduct the proposed EGM.
However, in a press statement released on Monday, the requisitioning shareholders said that they reject Asti&rsquo s claims that they have breached the regulations of the company&rsquo s constitution.
They also claimed that the EGM notice was sent on Jul 31 to all Asti shareholders on the shareholding list that was provided by the company, and was advertised in The Straits Times and Lianhe Zaobao.
&ldquo We have taken legal advice and assure all the shareholders that all the relevant procedural requirements for calling of the scheduled EGM on Aug 22, 2023 have been met,&rdquo they said.
In an update on its progress on releasing its audited financial statements for the financial year ended Dec 31, 2021, Asti said it expects to issue them on Tuesday after which, it intends to issue its notice for an AGM by Wednesday.
The company&rsquo s board said that it has also written to the Securities Investors Association (Singapore), or Sias, to request that it facilitate a shareholders&rsquo dialogue to take place early next week.
It added that it has asked the requisitioning shareholders as well as consortium Prospera Alliance &ndash the potential offeror for the company &ndash to send representatives to present their views at the dialogue.
On Wednesday, Sias will be facilitating a shareholders&rsquo dialogue with Ng Yew Nam, as well as other members of his proposed board.
In May 2023, the requisitioning shareholders had also tried but failed to convene an EGM to replace Asti&rsquo s current board.
At the time, Asti said that the move was invalid as the requisitioning shareholders did not dispatch the proper notices for the EGM to shareholders on time.
In July 2022, the Singapore Exchange ordered Asti&rsquo s stock to be suspended, as the company was unable to meet the requirements to exit the watch list. It also ordered the company or its controlling shareholders to provide a reasonable exit offer to shareholders.
Asti&rsquo s potential offeror concerned a newly-appointed board won&rsquo t be receptive to its offer
ASTI Holdings&rsquo potential offeror, Prospera, is &ldquo deeply concerned&rdquo the resolutions that requisitioning shareholders seek to pass suggest a newly-appointed board may not be receptive to its potential offer.
Prospera is a consortium comprising Thailand-listed company Capital Engineering Network Public Company (CEN) and Heah Theare Haw, a substantial shareholder of Asti. CEN has energy, engineering and construction materials businesses.
Asti shareholder Ng Yew Nam and three other shareholders have requisitioned an extraordinary general meeting to remove all five of Asti&rsquo s directors and replace them with Ng and four other individuals.
In a bourse filing on Friday (Aug 11), the potential offeror noted that the move to do so will remove Theerachai Leenabanchong, who is a CEN-nominated director.
&ldquo Prospera has informed Asti that Prospera is concerned whether this is indicative that the new board is not receptive to the potential offer,&rdquo the company said.
Asti also said that the potential offeror has indicated it will consult its shareholders to assess the viability of implementing the offer.
The Singapore Exchange in July 2022 ordered the counter to be suspended, as Asti was unable to meet the requirements to exit the watch list, and provide a reasonable exit offer to shareholders.
Asti says newly-appointed valuers unable to sign off on valuation of associate EoCell
WATCH-LISTED semiconductor company Asti Holdings : 575 0% on Friday (Aug 11) said two valuers tasked with determining the valuation of its associate EoCell are unable to finalise and sign off their valuation reports.
As a result, the group has prepared its own assessment of the recoverable amount of investment in EoCell, which its auditor, Ernst & Young, will need to review before finalising the audited financial statement for FY2021.
This was in response to several queries raised by the Singapore Exchange (SGX) on the company&rsquo s delayed audit for FY2021, and its overdue annual general meeting (AGM).
In a bourse filing, Asti said the first valuer had cited too many uncertainties that were involved in EoCell, including its expected financial returns, and some of these uncertainties can have substantial impact on the associate&rsquo s valuation.
The second valuer, on the other hand, said they were unable to finalise EoCell&rsquo s valuation based on &ldquo the fact pattern surrounding the investment&rdquo in the associate.
The two valuers were appointed in June to help facilitate and expedite a potential exit offer from a consortium.
Addressing SGX&rsquo s queries on the company&rsquo s non-binding letter of intent (LOI) for the exit offer, Asti said the potential offeror is able to accept a modified audit opinion for FY2021 but not for FY2022.
The offeror is also agreeable to extending the deadline for the delivery of Asti&rsquo s audited FY2021 results by Aug 15, it said. Should the results be delivered by then, the company intends to hold its AGM on Aug 31.
In the meantime, the company has made necessary arrangements on the venue and mailing of the AGM notice, which will be dated Aug 16, said Asti.
&ldquo Non-fulfilment of the conditions of the LOI may result in the termination of the exit offer unless the conditions are waived or amended,&rdquo it added.
On its FY2022 results, Asti highlighted that &ldquo all necessary steps&rdquo have been taken to appoint new auditors. The company is currently onboarding them and an appendix on their appointment will be circulated together with the notices, it said.
Asti noted that the potential offeror has also received queries from the Securities Industry Council (SIC) on its application, and is working through these with the council. &ldquo At this point, the potential offeror is not able to give an indication on when the potential offeror may expect to receive a reply from the SIC,&rdquo it said.
The deadline as per the LOI to hold the FY2022 AGM is Sep 30. Asti&rsquo s board has sought to push the deadline further back to Oct 31.
ASTI Shareholders - Champion of minority shareholders SIAS is holding a dialogue to meet the Requistioning Shareholder that holding an EGM to remove the current board because they have lost confidence.
https://sias.org.sg/event/sias-dialogue-with-asti-holdings-limited-shareholders-aug2023/
https://sias.org.sg/event/sias-dialogue-with-asti-holdings-limited-shareholders-aug2023/
Asti reveals more details on potential offer for firm long-delayed AGM to proceed in July
An exit offer would enable troubled semiconductor firm Asti Holdings to delist from the Singapore Exchange&rsquo s mainboard.
SINGAPORE - In response to mounting pressure from regulators and shareholders, watch-listed Asti Holdings last week revealed further details of a consortium that has expressed interest in buying out its shareholders, although an offer price has not been announced.
An exit offer, should it materialise, would enable the troubled semiconductor firm to delist from the Singapore Exchange&rsquo s (SGX) mainboard and provide a way out for shareholders who have been unable to carry out any trades since the shares were suspended in July 2022.
The consortium comprises Capital Engineering Network (CEN), an investment holding company listed on the Stock Exchange of Thailand, and substantial shareholder Heah Theare Haw, who is a Malaysian citizen.
Asti also revealed last Thursday that it had appointed a second valuer to finalise the valuation of a lithium-ion battery start-up called EoCell, in which it has an indirect stake through a subsidiary.
Asti&rsquo s acting chief executive Anthony Loh told The Straits Times that EoCell had previously been an acquisition target valued at US$350 million (S$473 million), but Asti&rsquo s auditors disagreed with the valuation because EocCell was an early-stage start-up that had yet to generate any income.
The start-up&rsquo s valuation process has so far taken more than two years, and delayed the audit of Asti&rsquo s accounts for the financial years 2021 and 2022.
The updates are the latest in a long and drawn-out process to improve Asti&rsquo s financial and share price performance, but which has turned out to be a corporate governance disaster, resulting in further los
A top concern is the company&rsquo s failure to hold its annual general meetings (AGMs) for the past two years. AGMs are an important avenue for issuers to present their financial performance to shareholders and address their concerns. Shareholders can also vote on key corporate matters like appointing or re-electing directors.
Asti last held an AGM in May 2021 for the 2020 financial year (FY). It breached an SGX deadline to hold its AGM for FY2021 and has yet to convene an AGM for FY2022. SGX had ordered the company to hold its AGMs for FY2021 and FY2022 by July 31.
Mr Loh said that the company should soon be able to finalise EoCell&rsquo s valuation and close its FY2021 accounts, which will enable it to proceed with holding the FY2021 AGM as soon as July 31.
But another pressing issue remains &ndash the absence of a confirmed exit offer for the company.
Asti was served a notification of delisting on June 6, 2022, which meant the company or its controlling shareholder must come up with a fair and reasonable exit offer, made in cash, to shareholders.
At the time, the controlling shareholder was Asti chairman and chief executive Michael Loh (not related to Mr Anthony Loh).
Mr Michael Loh has not made an offer for Asti, though in February he transferred 130.2 million Asti shares comprising his entire 19.89 per cent stake in the company to CEN in exchange for 80 million CEN shares worth some $8.5 million.
The move is still pending approval from the SGX. If it does get the nod, CEN would have paid around 6.6 cents per Asti share, representing a hefty premium over the shares&rsquo last traded price of 1.4 cents on July 5, 2022.
This could set a benchmark for the minimum price required for future voluntary offers, if they are made within six months of the former CEO&rsquo s share transfer to CEN, according to the Singapore Code on Takeovers and Mergers.
Mr Michael Loh has since resigned from the board of directors and reportedly no longer has influence over Asti&rsquo s affairs.
Asti manufactures machines that assemble and package the components on printed circuit boards for the semiconductor industry. It was placed on the SGX watch list in June 2019 after recording pre-tax losses for three consecutive years.
The company&rsquo s poor performance over the years was partly due to cost overruns incurred by its 41 per cent-owned subsidiary, mainboard-listed component distributor Dragon Group International (DGI), after DGI ventured into the entertainment business. DGI, which owns a 40 per cent stake in EoCell, has been suspended from trading since 2018.
Asti also has a 26 per cent stake in Catalist-listed backend equipment maker Advanced Systems Automation and fully owns Telford, an unlisted company that programs chips.
In May 2023, several shareholders attempted but failed to convene an extraordinary general meeting (EGM) to replace Asti&rsquo s current board of directors. According to Asti, the requisitioning shareholders did not dispatch the proper notices for the EGM to shareholders on time, rendering the move invalid.
Mr Eddie Ng Yew Nam, a former employee of Asti who claims to have invested around $500,000 for an 11 per cent stake in Asti, led the requisition process.
He also runs his own firm providing chip inspection services in China and Singapore called iTrue Technologies, which was incorporated here in 2005 as Meyfort Services.
Mr Ng told ST: &ldquo I have been a shareholder of Asti for many years and know many of its top management. I am confident that the company can prosper if it is managed right, as there is consistent demand for the services we provide.&rdquo
Mr Ng, who wishes to be elected as a director of a new Asti board, revealed that he is interested in making an offer for the company because its businesses are complementary to iTrue&rsquo s. He added that he has been in talks with other potential buyers to make an exit offer for Asti.
&ldquo There are interested buyers, but when they see that we are not in control of the board and that the company&rsquo s accounts are not in order, it is very difficult to continue negotiations. This was my purpose for wanting to requisition an EGM,&rdquo he said.
&ldquo We are keen to make an exit offer once we have a clearer picture of the company&rsquo s financials,&rdquo Mr Ng added.
When asked why the board had not been more cooperative with the requisitioning shareholders, Mr Anthony Loh said the current board believes the best option for shareholders is to nail down an exit offer as soon as possible.
&ldquo Changing boards now would be very disruptive because we have been negotiating with CEN for an exit offer. Would it want to buy a company whose entire management has been replaced?&rdquo
He added that attempts to obtain additional details on how the new board of directors could better contribute to the company&rsquo s performance and manage the exit offer process, among others, were unsuccessful.
&ldquo The requisitioners also did not provide a plan to overhaul the company and did not provide information on whether they would make an exit offer. They were not transparent about their intentions,&rdquo Mr Anthony Loh said.
He also pointed out that for FY2022, Asti delivered a profit of $3 million and its current board announced an interim dividend of 0.45 cents per share, the first payout in 10 years.
Corporate governance advocate and professor at the National University of Singapore Business School, Professor Mak Yuen Teen, said he is not convinced that the offer from CEN and Mr Heah is confirmed for now.
&ldquo The company seems to be releasing information on the offer in dribs and drabs. Minority shareholders should still be sceptical about an offer materialising at this point, as this could just be an attempt to sway them from voting for a new board.&rdquo
Prof Mak said regulators should ensure that Asti holds its AGM by July 31 and that shareholders should not be swayed from voting in a new board.
He pointed out that several directors are up for re-election, while others had been appointed without a vote by the shareholders.
A new board would also be able to look into several questionable moves made under the current board, such as paying out overly high remuneration packages to Mr Michael Loh when the company was struggling financially.
Prof Mak added: &ldquo If the exit offer is genuine, it should not matter to the parties making the offer whether there is a change to the board of directors or not.&rdquo
The plot thickens? seems to be using exit offer as a bait to protect their voting out..
After all these years and in the midst of being voting out, suddenly an exit offer .. hmmm. Fishy..
Question is if shareholders are being wink hood by exit offer ? Another low low ball offer ?
Dyodd
After all these years and in the midst of being voting out, suddenly an exit offer .. hmmm. Fishy..
Question is if shareholders are being wink hood by exit offer ? Another low low ball offer ?
Dyodd
Asti says newly appointed valuer will help to facilitate, expedite potential exit offer
ASTI Holdings said a new valuer is &ldquo working closely&rdquo with its auditors to determine the valuation of its associate EoCell, in order to finalise the group&rsquo s audit for FY2021 and hold an overdue annual general meeting (AGM).
This would allow the completion of Asti&rsquo s FY2022 audit by Sep 30 this year &ndash which would in turn &ldquo significantly contribute towards facilitating and expediting a potential exit offer&rdquo , said the watch-listed semiconductor company in response to queries from the Securities Investors Association (Singapore) (Sias).
&ldquo An exit offer presents the best available option for shareholders as Asti has been directed by the SGX (Singapore Exchange) to delist, with no further avenues for extension,&rdquo said the company on Thursday (Jun 1).
Asti said that while it has received a non-binding letter of intent for an exit offer from a consortium, the company has &ldquo no control of this offer, which is subject to prior regulatory approval from the relevant regulators&rdquo .
Addressing Sias&rsquo queries on the recent appointment of Charlie Jangvijitkul to Asti&rsquo s board as an independent director, the company maintained that it deemed Jangvijitkul suitable after reviewing his credentials as well as conducting an interview and subsequent checks.
&ldquo In particular, the nominating committee also assessed that his prior work experience from 2001 to 2017 as a director and managing director of a company listed on the Stock Exchange of Thailand, TCM Corporation, would be valuable and can contribute to (Asti),&rdquo it added.
The company also revealed that the planned sale of shares by its former chief executive Michael Loh has yet to be completed, as it remains subject to the approval of SGX.
&ldquo ... Loh was retrenched as an employee on Dec 31, 2021, as part of a major restructuring to achieve profitability. On Feb 23, 2023, he relinquished all his roles on the board of directors by resigning as non-executive chairman and non-executive director of the company. In view of these developments... Loh has ceased to have any influence, direct or indirect, in the affairs of the board or the company,&rdquo said Asti, responding to Sias&rsquo question on the role of Loh in the company.
Separately, Asti issued a response to a May 10 letter from a shareholder who was &ldquo frustrated&rdquo by the delays in Asti holding its AGMs for FY2021 and FY2022. The company reiterated its responses to Sias to address several concerns outlined by the shareholder, including the delays in holding its AGMs.(*see amendment note)
The company also said it sent a May 22 letter to Ng Yew Nam, who is among the shareholders requisitioning to remove some of the directors of the company and appoint new ones, requesting Ng to respond by May 29.
This was to &ldquo enquire on certain pertinent matters&rdquo and seek Ng&rsquo s &ldquo feedback as well as to afford him the opportunity to dispel any point he may consider to be necessary&rdquo , s5aid Asti, adding that it has yet to receive a response.
In Asti&rsquo s view, &ldquo serious questions arise and doubts are cast&rdquo on a number of aspects of Ng&rsquo s claims made in his request for an extraordinary general meeting (EGM) to have five proposed candidates &ndash including himself &ndash to be elected directors of the company.
The company also questioned Ng&rsquo s credentials to be appointed as a director of its board.
&ldquo It is clear to the board that, by his refusal or failure or neglect to respond to the matters and queries raised by the board, ... Ng Yew Nam &ndash despite himself having asked for and expected the board to be transparent and as cooperative as possible with him and the other requisitioning shareholders &ndash is himself not transparent with regard to his intentions, and is not prepared to proceed in a cooperative manner with the board.&rdquo
Potential offeror for ASTI a consortium comprising majority shareholder and Thai-listed company
THE potential offeror for ASTI has been identified as Prospera Alliance, a consortium comprising Thailand-listed Capital Engineering Network Public Company (CEN) and substantial shareholder Heah Theare Haw.
In an update on Tuesday (May 30), the semiconductor company announced that the Prospera Alliance has submitted an application to the Securities Industry Council (SIC) for the potential offer. The offer is subject to approval from the SIC.
CEN is a company listed on the Stock Exchange of Thailand, and is in involved in energy, engineering and construction materials businesses. Its major shareholders are members of the Leenabanchong family.
After failing to exit the Singapore Exchange watch list by Jun 5, 2022 and its attempts to extend the deadline rejected, ASTI&rsquo s shares has been suspended since Jul 5, 2022.
&ldquo As ASTI has been directed to delist, the priority of the board of directors is to secure a fair and reasonable exit offer for shareholders. Such an exit offer has to first fulfil all the necessary regulatory approvals,&rdquo said the company.
Asti Holdings receives unsolicited offer for shares
WATCH-LISTED semiconductor company Asti : 575 0% has received an unsolicited, non-binding letter of intent (LOI) for the acquisition of all the company&rsquo s shares.
In a bourse filing on Sunday (May 14) evening, the group said a consortium of two unnamed parties has &ldquo genuine interest&rdquo in making a potential pre-conditional voluntary general cash offer for all the ordinary shares in Asti&rsquo s capital. Discussions are currently underway.
Still, Asti highlighted that &ldquo no definitive agreements&rdquo have been made and there is &ldquo no certainty&rdquo that the LOI will be executed.
&ldquo In the meantime, shareholders are advised to exercise caution when dealing in their shares,&rdquo it said.
Not surprising given it' s poor corporate governance over the years.
Sgx is now taking action altho' somewhat belatedly.
Sgx is now taking action altho' somewhat belatedly.
Joelton ( Date: 28-Apr-2023 10:42) Posted:
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SGX reprimands ASTI, directs company to hold AGM
SGX is directing ASTI to convene its FY2021 and FY2022 AGM by Jul 31, 2023.
THE Singapore Exchange (SGX) has issued a notice of compliance to ASTI Holdings to convene its annual general meeting (AGM).
The last AGM was held on May 31, 2021 for FY2020.
The company had been given an extension to hold the FY2021 AGM by Sep 7, 2022. It said the external auditor could only give its opinion for FY2021 by Aug 18, 2022.
ASTI, whose shares have been suspended from trading since July 2022, has not held an AGM for FY2021 or FY2022 as at Apr 27, 2023.
The company had also failed to apply for an extension to convene the AGM for FY2022.
SGX said ASTI is in breach of Rule 707(1) of the mainboard rules, having failed to hold its AGM within four months of the end of the financial year. The exchange added that the AGM is a necessary forum for shareholders to get clarity on the company&rsquo s state of affairs and future plans in view of the trading suspension.
ASTI is currently locked in a battle with a group of shareholders who have requisitioned an extraordinary general meeting to remove directors and replace them with themselves. The company has fended off these efforts, claiming that the board overhaul could be disruptive and counter-productive to an exit offer.
SGX noted the company&rsquo s constitution provides for the fact that the directors are subject to periodic retirement and re-election. There are three directors, Ahmad Rasidi Bin Hazizi, Anthony Loh and Theerachai Leenabanchong who have not stood for re-election since their appointment after the last AGM.
SGX is requiring ASTI to convene its FY2021 and FY2022 AGM by Jul 31, 2023. The AGMs are to be minimally held in a physical location in Singapore for the board to address questions from shareholders before voting on resolutions.
Failure to comply with the requirements will be deemed a breach of mainboard rules.
Watch-listed Asti says proposed EGM to remove directors invalid
WATCH-LISTED semiconductor company Asti said on Thursday (Apr 20) that a proposed extraordinary general meeting (EGM) by its shareholders &ndash Ng Yew Nam, Lim Chee San, Toh Cheng Hai and Ng Kok Hian &ndash would be invalid.
The company urged shareholders not to attend the EGM, and that even if any resolutions were to be passed, they would be deemed invalid.
Asti said this is because the requisitioning shareholders did not despatch printed copies of the EGM&rsquo s notice at least 21 days before May 5 &ndash the day the EGM is due to be convened.
It added that it obtained &ldquo written confirmation&rdquo from the requisitioning members&rsquo lawyers that as of Apr 17, no such printed copies of the notice had been distributed to shareholders.
Given that the proposed EGM had not been properly called for, Asti&rsquo s board of directors deemed the proposed meeting as invalid.
This follows the company&rsquo s announcement on Apr 4 that it was aware of a group of shareholders &ndash who collectively held at least 10 per cent of Asti&rsquo s shares &ndash calling for an EGM to remove some directors of the company and appoint new ones.
The requisitioning shareholders sought to remove Kriengsak Chareonwongsak, Ahmad, Rasidi Bin Hazizi, Sri Mohd Sopiyan B Mohd Rashdi and Anthony Loh, who are currently directors of Asti. In turn, they intend to elect five new directors onto the board, including Ng Yew Nam, Soh Pock Kheng, Sho Kian Hin, Chow Wai San and Yap Alvin Tsok Sein, at the EGM.
The meeting was scheduled for 10 am on May 5.
Counter suspended still can declare dividend?