BARAKAH

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MATERIAL LITIGATION KUALA LUMPUR HIGH COURT SUIT NO. WA-22NCC-459-09/2020. BARAKAH OFFSHORE PETROLEUM BERHAD, NIK HAMDAN BIN DAUD & PBJV GROUP SDN. BHD. WRIT OF SUMMONS AND STATEMENT OF CLAIM AGAINST SAMLING ENERGY SDN. BHD., UNITED POWER GROUP HOLDINGS LIMITED, YAW HOLDING SDN. BHD., SAMLING RESOURCES SDN. BHD., CHEW THEAM HOCK, YAW TECK SENG @ HIEW TECK SENG, MAGNADRIVE SDN. BHD. AND SYARIKAT SAMLING TIMBER SDN. BHD.

BARAKAH OFFSHORE PETROLEUM BERHAD

Type Announcement
Subject MATERIAL LITIGATION
Description
KUALA LUMPUR HIGH COURT SUIT NO. WA-22NCC-459-09/2020. BARAKAH OFFSHORE PETROLEUM BERHAD, NIK HAMDAN BIN DAUD & PBJV GROUP SDN. BHD.  WRIT OF SUMMONS AND STATEMENT OF CLAIM AGAINST SAMLING ENERGY SDN. BHD., UNITED POWER GROUP HOLDINGS LIMITED, YAW HOLDING SDN. BHD., SAMLING RESOURCES SDN. BHD., CHEW THEAM HOCK, YAW TECK SENG @ HIEW TECK SENG, MAGNADRIVE SDN. BHD. AND SYARIKAT SAMLING TIMBER SDN. BHD.

We refer to the Company’s announcement dated 23.09.2020.

 

 

1.     Background Information

 

The following are the names of plaintiffs and defendants to be referred according to their position in the arrangement:

 

The Plaintiffs:

  1. Nik Hamdan Bin Daud (“NHD”)
  2. Barakah Offshore Petroleum Berhad (“Barakah”)
  3. PBJV Group Sdn Bhd (“PBJV”)

 

The Defendants:

  1. Samling Energy Sdn. Bhd.
  2. United Power Group Holdings Limited
  3. Yaw Holding Sdn. Bhd.
  4. Samling Resources Sdn. Bhd.
  5. Chew Theam Hock
  6. Yaw Teck Seng @ Hiew Teck Seng
  7. Magnadrive Sdn. Bhd.
  8. Syarikat Samling Timber Sdn. Bhd.

 

There are two (2) causes of actions in the civil suit filed in the High Court of Kuala Lumpur. They are based on two factors i.e. Defendants’ breach of fiduciary duties to the Plaintiffs and breach of the Consortium Agreement dated 29 November 2017.

 

The Defendants are collectively referred to as “Samling Group of Companies” as they at the material time possess interest in Barakah due to key positions held in Barakah shareholders. By virtue of such position and having their representation in Barakah Board of Directors, Defendants are under fiduciary duties to Barakah among others to protect the interest of the Company.

 

From the year 2018 onwards, Barakah’s Board of Directors certain  financial information were revealed to the Board members about Barakah  which could lead Barakah being listed as PN17 by Bursa Malaysia. This nature of information was shared among all board members of Barakah; including the Defendants particularly the Fifth Defendant as the representative for the Defendants.

 

The Defendants, prior to the Bursa Announcement of Barakah being listed in PN17, effected a sale of shares in Barakah held by the Seventh Defendant. This sale transaction was done under the control and monitor of the relevant Defendants as mentioned in the suit.

 

The sale of shares prior to the PN17 Bursa Announcement are seen as a reaction to the information revealed only to the board members of Barakah at the material time.

 

In the second cause of action, the Consortium Agreement dated 29 November 2017 was entered by the Third Plaintiff with one of the Defendants for the arrangement that the Defendants shall include the Third Plaintiff in the event the Defendants are awarded any Contracts in Sarawak. Clause 6.1 of the Agreement further entails the parties’ obligations to act in good faith and to disclose to each other any information that could impact their ability to perform their obligations.

 

However, the Defendants have breached the said Consortium Agreement by excluding the Third Plaintiff from participating in an Awarded contract referred to as “Term Contract of Civil Works Maintenance at Sabah Sarawak Gas Pipeline (SSGP) Area B” entered between the Defendants and Petronas GAS Berhad. Due to the Third Plaintiff being a wholly-owned subsidiary to the Second Plaintiff, the Plaintiffs altogether have suffered severe loss of income as a result of the Defendants’ breach of the Agreement.

 

 

2.     Particulars of claims under the Writ of Summons and Statement of Claim

 

The Plaintiffs’ claims against the Defendants are as follows:-

 

       (a) Specific damages in the sum of RM45,000,000.00 as a result of claims by Kenanga Investment Bank Berhad against NHD;

       (b) Specific damages in the sum of RM22,500,000.00 which is to account for 15% from source of income from five years ago totaling to RM150,000,000.00 suffered by the Plaintiffs as a result of the Defendants’ breach of the Consortium Agreement dated 29.11.2007; 

       (c) Specific damages in the sum of RM220,038,028.00 as a result of share-selling by Seventh Defendant;

       (d) General damages as a result of the Defendants’ breach of fiduciary duties; and

       (e) Such further and other relief as the Court deems fit.

 

        (Collectively as “the Claims”)

 

3.    Details of Circumstances leading to the filing of the Writ of Summons.

       (a) The Plaintiffs had on 23 September 2020 filed a Writ of Summons (Kuala Lumpur High Court Suit No. : WA-22NCC-459-09/2020) in respect of specific damages totaling to RM287,538,028.00 together with interest, cost and other relief or orders as the Honorable Court deems fit and fair against the Defendants.

       (b) The matter is now fixed for case management on 07 October 2020 at the Kuala Lumpur High Court.

 

4.     Further Announcement

 

The Company will make further announcements on material development on this matter from time to time.

 

 

This announcement is dated 25 September 2020.

 






Announcement Info

Company Name BARAKAH OFFSHORE PETROLEUM BERHAD
Stock Name BARAKAH
Date Announced 25 Sep 2020
Category General Announcement for PLC
Reference Number GA1-25092020-00076