ASTI Says Fresh Attempt to Remove 5 Directors Is Invalid; Urges Shareholders to Attend FY2021 AGM on 31 August Instead
Company's lawyers have advised that 4 shareholders seeking to hold an EGM on 22 August had breached Company's
- ASTI accused the requisitioners of 'usurping the right, power and entitlement of its directors to scrutinize, attend and conduct the proposed EGM (assuming that it was otherwise properly called)'
- ASTI intends to release its audited FY2021 results this Wednesday and hold AGM on 31 August, which will facilitate the progress of a Potential all-cash Exit Offer already proposed by a consortium
- Company is also asking SIAS to hold a dialogue next week that will include all shareholders, including requisitioners and representatives of the Potential Offeror
Acting on the advice of its lawyers, ASTI said 4 requisitioners seeking to hold an EGM on
"The Requisitioning Shareholders are usurping the rights, powers and entitlements of the Board to scrutinize, attend and conduct the Proposed EGM (assuming it was otherwise properly held), and have made and continue to make it impossible for the Proposed EGM (assuming that it was otherwise properly held) to be actually, properly and validly held and conducted by the Board in all respects in compliance with the
ASTI also pointed out that the requisitioners have failed and/or neglected, or deliberately and recklessly without regard to their duty to give such Notice of the EGM to "all Members" as required by the
The second attempt to overhaul ASTI's board is taking place after a consortium,
Prospera, whose offer ASTI believes remains "the only and most advanced exit offer available at the moment", has said it is deeply concerned about the proposal to remove all current directors, and that it will re-assess the viability of implementing the exit offer.
As such, ASTI said it will continue to work with Prospera to address its concerns and to ensure amicable communications, so as to reach a viable solution in the best interest of the Company and for the benefit of all shareholders.
The 4 - Mr
Among the 5 current directors they seek to remove is a CEN-nominated director, Mr Theerachai Leenabanchong. Prospera has informed ASTI that it is concerned whether this indicates that the new board is not receptive to the Potential Offer.
ASTI said that the requisitioners, in breach of the Company's
Hence, shareholders should ignore the invalid
ASTI intends to release the FY2021 results by
To address concerns of shareholders and to maintain a spirit of openness and discussion, ASTI has written today to the
ASTI said it intends to invite all shareholders, the requisitioners as well as representatives of the Potential Offeror to the dialogue. "We have been urging a spirit of open communications among all shareholders and with the Potential Offeror. Instead, the requisitioners have so far rebuffed our appeals with a response that they prefer legal correspondence," ASTI said.
"ASTI has already achieved a financial turnaround in the first half of FY2022. The presentation of the FY2021 audited results to shareholders on
The Potential Offer is subject to, amongst others, approvals being obtained from the
ASTI recorded an unaudited profit after tax of
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