CATALIST-listed ICP : 5I4 0% has received a requisition notice from shareholder Ang Kong Meng to convene an extraordinary general meeting (EGM) to pass seven resolutions, it announced on Thursday (Jun 15).

 

The first is to remove Tan Kok Hiang as the company&rsquo s independent non-executive chairman and director, with effect from the date of the EGM.

 

The second and third resolutions seek to remove ICP&rsquo s directors Koh Tien Gui and Ong Kok Wah from their posts, also with effect from the date of the EGM.

 

He noted that the board should take &ldquo all necessary steps&rdquo to remove the trio from all appointments with the company, its subsidiaries and its associated and investee companies.

 

Ang also wants the board to appoint himself and Hor Siew Fu, an independent director and chairman of the audit committee at water treatment company Memiontec, as directors of the company, with effect from the date of the EGM.

 

Ang is currently the owner and executive director of accounting and business advisory firms Ang & Co Public Accounting Corporation and Lee Boon Song & Co Public Accounting Corporation. He said that he holds a direct interest of 10.99 per cent and indirect interest of 10.35 per cent in ICP.

 

Other resolutions include calls for the board to remove directors who may have been appointed between the date of the requisition notice and the date of the EGM, and for the board not to diversify or raise funds from the date of the requisition notice.

 

Ang believes ICP&rsquo s recently proposed share placement &ldquo does not seem to be a true fundraising, as the company has not disclosed any potential acquisitions&rdquo . He also alleged that the company intends to &ldquo dilute shareholders&rsquo interest&rdquo .

 

On Jun 8, ICP proposed to issue some 570.8 million new ordinary shares in the capital of the company at S$0.00876 per share to raise net proceeds of S$4.9 million. The group plans to use the funds to expand via strategic partnership and for general working capital purposes.

 

In its response to the notice, ICP&rsquo s board disclosed that Ang had sent a requisition letter on Jun 12, requesting an EGM to cease the proposed placement exercise and to conduct the share issuance via a rights issue instead.

 

Ang had also called to amend the resolution passed at a previous annual general meeting, which allowed directors to issue shares via a placement.

 

ICP said Ang &ldquo had not disputed&rdquo the need for the company to conduct an equity fundraising and had only requested for the proposed issuance of shares to be conducted by way of a rights issue.

 

The board said it &ldquo strongly disagrees&rdquo with Ang&rsquo s allegation that the &ldquo proposed placement was conducted with the intention to dilute shareholders&rsquo interest&rdquo .

 

It added that ICP, which has Travelodge Hotels (Asia) as one of its main operating subsidiaries, is currently in an advanced stage of negotiations for an investment opportunity for which the funding will be used.

 

Ang also flagged related-party transactions as another reason for the requisition notice. ICP executive director Aw Ming-Yao Marcus is the son of Aw Cheok Huat, a substantial shareholder of ICP, who is also the chairman of Datapulse Technology.

 

Addressing the matter, the board said the familial relationship between its executive director and Datapulse&rsquo s chairman, as well as the companies&rsquo related-party transactions, &ldquo do not appear to be relevant nor a meritorious reason&rdquo to replace the directors.

 

The board noted that should Ang join the board, his own shareholdings in Datapulse (23.7 per cent) and ICP (21.34 per cent) would, &ldquo by his reasoning, result in increased connections&rdquo relating to the interested-persons transactions between the companies.

 

Despite its views, the board said it will convene an EGM in due course &ldquo in the interests of good corporate governance&rdquo . This will be to discuss shareholders&rsquo concerns, provide clarity on the company&rsquo s strategy and direction, and allow shareholders to vote on the proposed resolutions relating to the requisitioned matters.

 

CATALIST-LISTED ICP said in a regulatory update on Wednesday that it has terminated plans to acquire a 5 per cent trust-beneficiary interest in the b Osaka Midosuji Hotel in Japan.

 

This comes as the conditions for the purchase-and-sale agreement could not be fulfilled in its entirety, said ICP.

 

There is no financial impact on the company, because, according to the terms of the agreement, the deposit will be refunded in full. ICP added that it will continue to engage with the vendor in respect of revising the terms of the proposed acquisition.

 

ICP had in November last year announced that its share of the purchase price was 532.5 million yen (S$6.9 million). Its total estimated acquisition cost will be 543.3 million yen, after factoring in professional fees and transaction costs.