Murky connection between Sanichi and PDZ

TheEdge Mon, Jul 10, 2017 03:00pm - 6 years View Original


FEW would see a connection between Sanichi Technology Bhd and PDZ Holdings Bhd because the two companies are in totally different businesses.

Sanichi is a Johor-based property developer and precision-mould manufacturer while PDZ is a Port Klang-based shipping agency and vessel operator. Simply put, the two are neither competitors nor partners.

What is interesting is that PDZ, which has been convening its annual general meetings only in Kuala Lumpur in the past few years, decided to do it down south in Johor this year. Certain quarters saw this as a move to reduce shareholder participation in the AGM.

However, when Sanichi managing director and founder Datuk Seri Dr Jacky Pang Chow Huat made a surprise appearance at PDZ’s 21st AGM in Johor on May 23, the pieces of the jigsaw began to fit.

Pang, 44, has over 20 years of experience in precision engineering in the plastic mould and tool industry. He is also the managing director of DGB Asia Bhd and a minority shareholder of PNE PCB Bhd.

What was also unearthed is that Sanichi has several links with PDZ.

 

Pang and associates

According to the proxy registration list sighted by The Edge, Pang attended PDZ’s AGM as a proxy for his wife Datin Seri Chen Choon Lee, and associate Cheng Kim Liang, who own one million and 50,000 shares in the company respectively.

Another associate of Pang, Kua Khai Shyuan, also attended the AGM as Cheng’s proxy.

Of course, any shareholder or proxy has the right to attend a public-listed company’s AGM, even if the person is the head of another listed firm. But the presence of Pang and his associates at the AGM must have puzzled PDZ’s shareholders.

Pang has a 4.97% stake in Sanichi and is also the managing director of DGB Asia, a software and engineering service provider, in which he owns 3.68%. He also holds 4.86% equity interest in PNE PCB, a printed circuit board manufacturer.

Kua is the executive director of DGB Asia and Metronic Global Bhd, and was formerly the executive director of MNC Wireless Bhd, a mobile and digital solutions company in which Sanichi holds a 2.53% stake.

As for Cheng, he is one of the top 30 shareholders of Sanichi, holding a 2.45% stake. He also holds 3.72% of MNC Wireless and 0.85% of PNE PCB, where he was once a director.

 

Pelaburan MARA

Another connection between the two companies is that Pelaburan MARA Bhd is a common shareholder with a 23.29% stake in PDZ and 2.85% in Sanichi.

Pelaburan MARA is a strategic investment and asset management company that is wholly owned by Majlis Amanah Rakyat.

To recap, Pelaburan MARA surfaced as a substantial shareholder in PDZ in April 2014 after low-profile business tycoon Tan Sri Robert Tan Hua Choon exited the company. The state-owned investment firm paid RM41 million or an average of 18 sen per share for a 26.83% stake in PDZ.

It surprised the market four months later by investing in Sanichi as well. It bought a 5.17% stake in the company for RM2 million or 11.2 sen apiece.

Back then, Pelaburan MARA CEO Ahmad Nazim Abd Rahman was reported as saying that good value can also be found in companies with small capitalisation such as PDZ and Sanichi.

But in November last year, PDZ received a notice of requisition for an extraordinary general meeting (EGM) from Pelaburan MARA and shareholder Kua Khai Loon with the intention to remove director Aminuddin Yusof Lana.

The requisition notice was signed by Nazim Rahman and Khai Loon, who is also an independent non-executive director of PNE PCB and the general manager of Sanichi.

Though Khai Loon shares the same surname as Khai Shyuan, the nature of their relationship is not known publicly.

Aminuddin resigned as director before the EGM last December for “personal reasons”.

 

PDZ and MNC Wireless

CEO Christopher Tan

The third notable link between PDZ and Sanichi is Christopher Tan Chor How, who is the CEO of the shipping company and MNC Wireless. He also owns a 0.77% stake in Metronic.

Tan, 37, was appointed as an independent non-executive director of PDZ in August last year and re-designated as the group’s executive director-cum-CEO a month later. He has more than 11 years of banking experience with international financial institutions, covering commercial and consumer banking and branch management across diverse industries in Malaysia. Tan also sits on the board of MNC Wireless as its executive director-cum-CEO.

Metronic is the single largest shareholder of MNC Wireless with an 18.75% direct stake. It complicated matters last October by commencing legal action against Pang and Khai Shyuan, and Tan and MNC Wireless to restrain them from taking any steps to implement and subscribe for a proposed rights issue and employee share option scheme.

In the same month, Metronic served a special notice on MNC Wireless of its intention to convene an EGM to remove certain directors, including Tan and Khai Shyuan. A month later, it revoked the special notice and called off the EGM.

The Edge reported on June 12 that a series of transactions at PDZ late last year had aroused suspicion that it was a move by the company to secure its assets to prevent them from falling into the hands of creditors.

PDZ has hogged the limelight in recent months after selling its main operating unit, Perkapalan Dai Zhun Sdn Bhd, on Dec 30 last year to Seychelles-incorporated Salvage Point Ltd for a mere RM1,000 cash (after taking into consideration the net negative liability value of RM35.21 million of shareholders’ funds as at Nov 30, 2016.

Prior to the disposal, a beneficial interest in PDZ Mewah — a ship built in 1993 — was transferred from Perkapalan Dai Zhun to PDZ.

Some went as far as to say that the transfer of assets from PDZ’s subsidiary to itself was a prelude to a “back-door purchase by an invisible hand” at below market price at a later stage.

Be that as it may, the emergence of the Sanichi-Pang factor in PDZ is noteworthy.

Another coincidence worth highlighting is that the most recent AGMs of PDZ, MNC Wireless, PNE PCB, DGB Asia and Metronic — all companies linked to Pang in one way or another — were all held at Kayangan Suites, Pulai Spring Resort @ Jalan Pontian Lama in Pulai, Johor.

In the meantime, it will be interesting to watch how things pan out at PDZ and whether the connection between Sanichi and Pang becomes clearer.

 

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