PDZ director resigns before EGM to remove him from board

TheEdge Wed, Dec 14, 2016 08:45am - 7 years View Original


This article first appeared in The Edge Financial Daily, on December 14, 2016.

 

KUALA LUMPUR: In a surprise move, Aminuddin Yusof Lana resigned as a director of PDZ Holdings Bhd before the start of the extraordinary general meeting (EGM) yesterday that was called to remove him from the company’s board.

In a filing with Bursa Malaysia, PDZ said it yesterday morning received and accepted Aminuddin’s letter of resignation as a director of the shipping agency and vessel operator.

Following his resignation, ordinary resolution 1, which called for Aminuddin to be removed as a director of the company with immediate effect, was withdrawn in the morning by the requisitionists and was not put forward for voting.

Ordinary resolution 2 for Messrs Cheng & Co to be appointed new auditors of the company was passed by way of poll in the meeting.

The 68-year-old Aminuddin only cited “personal reason” for his resignation as a non-independent and non-executive director.

However, sources told The Edge Financial Daily that Aminuddin’s resignation was mainly due to disagreement with other board members over the proposed billion-ringgit liquefied petroleum gas (LPG) project in Kazakhstan.

It is learnt that the disagreement over the Kazakhstan deal came to a head with Pelaburan Mara Bhd — the single largest shareholder with a 23.29% stake — requisitioning the removal of Aminuddin as a director in the EGM, which ultimately forced his resignation yesterday.

Aminuddin was supportive of the Kazakhstan project but the remaining board members, including the board representatives of Pelaburan Mara, were less so.

Notably, shareholders of PDZ in June last year approved the company’s proposed diversification into the downstream oil and gas industry, utilising natural gas supplied by Ken Makmur Holdings Sdn Bhd from the Rakushechnoye oil and gas field in Kazakhstan. Under the agreement, PDZ would pay Ken Makmur US$205 million in cash and redeemable convertible preference shares (RCPS), and it will build the LPG plant at its own expense, estimated at RM268 million.

However, on Nov 15, PDZ aborted a series of corporate exercises — including the proposed special issue, RCPS and a rights issue with warrants — which were aimed at raising funds for the Kazakhstan project.

This came a day after PDZ received a notice of requisition for an EGM from Pelaburan Mara and individual shareholder Kua Khai Loon, with the intention to remove Aminuddin from the board. The requisition notice was signed by Pelaburan Mara chief executive officer Ahmad Nazim Abd Rahman and Kua.

Pelaburan Mara is a strategic investment and asset management company, wholly owned by Majlis Amanah Rakyat (Mara).

Kua is an independent non-executive director of PNE PCB Bhd, as well as the general manager of Sanichi Technology Bhd.

Ahmad Nazim, who oversees Pelaburan Mara’s direct investment, fund management and financial service activities, was the managing director of PDZ from July 2014 to January 2015, before passing the baton to Aminuddin, who was appointed to the board in April 2013.

Aminuddin has held directorship roles in public listed companies that are related to influential businessmen Tan Sri Halim Saad and Tan Sri Robert Tan Hua Choon.

He served as a director and later group managing director of Renong Bhd from 1990 to 1994, as well as a director and group managing director of Faber Group Bhd from 1990 to 1994. He was the managing director of Metacorp Bhd between 1995 and 1996. He was also the managing director of UEM Builders Bhd from 2000 to 2003.

Currently, Aminuddin sits on the board of Goh Ban Huat Bhd and Marco Holdings Bhd.

It is worth noting that Halim Saad had earlier denied any involvement in the appointment of Aminuddin as the group managing director of PDZ.

“I acknowledge that Aminuddin had previously served in companies related to me, but I deny any suggestion or connotation that he is a director appointed by me for PDZ,” he had reportedly said.

Halim Saad further clarified that Aminuddin was appointed to the PDZ board as an independent non-executive director by the company’s substantial shareholders on April 1, 2013, which was prior to the emergence of Pelaburan Mara as a substantial shareholder.

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