As MC Payment’s EGM approaches on June 30, its statements on SGXnet are sounding increasingly anxious. On June 27, the company issued an announcement refuting some of major shareholder Ching Chiat Kwong’s third statement issued on June 26. Among the matters that MC Payment commented on in its June 27 riposte to Ching’s June 26 statement are the suitability of Harry Ng and Shawn Ching as directors of its board. In a June 24 circular to shareholders, Pindan Group, an Oxley Holdings subsidiary, emerged as a sort of fall guy or new whipping boy.
As background, on May 18, Oxley announced that Australian-based Pindan Group had appointed voluntary administrators and Oxley itself will take an impairment of $50 million for its investment in Pindan. According to its 2020 Annual Report (Oxley has a June year end), on Oct 4, 2019, Oxley “acquired remaining 60% of the share capital in Pindan Group Pty Ltd . The shares were transferred to the Group for nil consideration in settlement of a claim made by the Group relating to Pindan failing to meet agreed performance target.”
MC Payment’s current board is turning Pindan into a key reason for not accepting the appointment of Harry Ng and Shawn Ching. “The Nominating Committee notes that, in Mr Ng’s return [to the board], he had not made disclosure about Pindan or its related entities,” MC Payment said on June 24. “The Nominating Committee also notes that, in Mr Shawn Ching’s return, he had not made disclosure about Pindan or its related entities,” MC Payment repeated. Both Harry Ng and Shawn Ching failed to be re-elected as directors with 56.69% of votes against on April 28, in an AGM.
See also: Volume surge despite moratorium at MC Payment as shareholder gripes about proxy votes
Ching points out on June 26 that neither Harry Ng nor Shawn Ching are directors of Pindan. MC Payment in riposte says since the duo are directors of Oxley Holdings, they should have been aware of the problems in Pindan. Obviously both Harry Ng, Shawn Ching, and the market in general have been and are aware of the problems in Pindan.
What does that have to do with MC Payment’s EGM on June 30? Probably, both sides - the current board and Ching - have canvassed for votes. The June 30 EGM is for the purpose of electing Harry Ng, Shawn Ching, Johnny Chee, Henry Tan and Ching himself to the board. A separate EGM is scheduled for July 30, to vote out MC Payment CEO Anthony Koh, chairman Albert Cheok, David Ong, Lilian Koh and Kim Moon Soo from the board.
In his second statement issued on June 18, Ching indicates that certain proxy voters had no idea who they were voting for at MC Payment’s AGM held on April 28. Are these shareholders upset that their votes were used to kick Harry Ng and Shawn Ching off the board? Are they likely to exercise their rights as shareholders, and vote as they think fit? As the contest for proxy and minority votes heat up, both sides could be getting anxious.
It would be interesting to see who is chairman of the EGM. The chairman does not necessarily have to be chairman of the board.
This is how the arithmetic works:
Source: Bloomberg, Company circulars
