KUALA LUMPUR: BT Investment Capital Ltd is considering proceeding with a lawsuit against ILB Group Bhd and its board of directors to block the acquisition of commercial land, although the transaction has been called off.

BT Inverstment, in a statement today, confirmed that ILB had terminated the proposed acquisition of nine parcels of commercial land with shop lots from Impian Nuri Sdn Bhd via the issuance of 37.78 million new shares.

The new shares are equivalent to 19.37 per cent of ILB's existing share base.

The termination announcement on Oct 20 by ILB came a day after a second originating summons from BT Investment was served to the company, its directors and Impian Nuri on Oct 19.

The second originating summons was filed at the Shah Alam High Court on Oct 17.

BT Investment said the actions and conduct of ILB directors in the past months had not demonstrated that they would uphold their duty of care and act in the best interest of shareholders.

It added that they had attempted to execute a proposed acquisition that would dilute existing shareholders' stake using the 20 per cent general mandate which was meant for improving cash flow, boosting liquidity and working capital and misled minority shareholders by not announcing material information immediately.

"The concern is that ILB can still proceed with the proposed acquisition with the 20 per cent general mandate valid until December 31, 2022.

"Until then, ILB can still resurrect the proposed acquisition or other transactions that can or will dilute minority shareholders' stake and infringe their interest using the 20 per cent General Mandate," it said.

BT Investment said ILB had yet to announce that it had been served a second originating summons before the termination announcement.

The second originating summons complained, among others, that ILB's board was oppressive in blocking an extraordinary general meeting requisitioned to revoke the 20 per cent general mandate approval given by shareholders at ILB's annual general meeting on April 26.

"Any attempt to dilute the shares of minority shareholders is tantamount to oppressive conduct. To protect the interest of minority shareholders like us, we have to consider continuing legal recourse to compel ILB to convene an EGM to present their proposed utilisation for the 20 per cent general mandate and potentially for shareholders to rescind the mandate given to ILB's board of directors," it added.