The SGX-ST Listings Disciplinary Committee (LDC) has publicly reprimanded five individuals associated with Magnus Energy Group for breaching the Catalist rules in connection with two transactions.
The five individuals are former CEO Luke Ho Khee Yong, former independent director and chairman Kushairi Zaidel, former independent director John Ong Chin Chuan, former non-independent non-executive director Ong Sing Huat and former independent director Seet Chor Hoon.
The two transactions involve the disposal of 9 million shares in GCM Resources through the company’s wholly-owned subsidiary MEG Global Ventures and the acquisition of a convertible loan from Revenue Anchor (RA) pursuant to a deed of assignment between RA and MGV.
Additionally, the LDC has required Ho to provide a signed written undertaking to the exchange to not seek any directorship on the board of directors or role as a key executive officer of issuers whose securities are listed on the SGX Mainboard or Catalist for a period of two years from March 13 this year.
Meanwhile, each member of the former board are also required to provide a signed written undertaking to the exchange to not seek any directorship on the board of directors or role as a key executive officer of issuers whose securities are listed on the SGX Mainboard or Catalist for a period of one year from the same date above.
The SGX LDC is chaired by Tham Sai Choy, who retired as KPMG's Asia Pacific chairman in 2017. The deputy chairman is Tjio Hans, a law don at the National University of Singapore since 1990.
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Members include Fang Ai Lian, who was a managing partner of EY; David Gerald, founder and president of SIAS and Subramaniam, founder and executive director of SmartKapital.
According to the SGX, the first transaction breached three Catalist rules. First, the company had failed to ensure that its SGXNet announcements dated Mar 8, 2017, Jun 21, 2017 and Oct 12, 2018 were factual and clear as to whether the 9 million GCM shares were completely sold by MGV.
The company had also failed to disclose the requisite information with respect to the disposal of the 9 million GCM shares and failed to ensure that the company had in place a robust and effective system of controls with respect to matters concerning the transaction.
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For the second transaction, the company had breached four Catalist rules. It failed to ensure that it had disclosed that a condition precedent for the deed had not been fulfilled — an information known by Ho and the former board — which is necessary to be disclosed to avoid establishment of a false market in the company’s securities.
It had also failed to ensure that the company had put in place a robust and effective system of internal controls to ensure that all requisition and material information relating to the transaction was disclosed in accordance with Catalist rules, among others.
Enroute to delisting
The LDC's reprimand of Ho and the other four former directors is likely to be a moot point to current shareholders of Magnus Energy.
Trading of the company’s shares has been suspended since Aug 22 2019, following a special audit report by Provenance Capital that questioned its ability to continue as a going concern.
Under the new management team and controlling shareholders, Magnus Energy has been trying to venture into new business areas, such as nickel mining in Indonesia but it has been unable to receive the necessary permits to continue. It is in talks with local authorities on this matter.
Despite three extensions, the company has not submitted a trading resumption proposal.
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On Feb 21 2023, the company received a notification of delisting from the exchange.
Magnus Energy had wanted to appeal against this delisting decision. After the exchange had rejected yet another extension, it has instead reached out to its top 20 shareholders to table an exit proposal for other shareholders.
According to the company on March 31, just one of these shareholders, whom it did not name, had submitted a non-binding, indicative expression of interest.
Meanwhile, three of its existing directors will soon exit from the board. Non-executive chairman Michael Grant Pixley and independent director Chan Choo Onn have resigned, while another ID, Budi Rahardjo, will not seek re-election at the coming AGM for FY2022.
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According to Magnus Energy, the cessation of these three directors will take effect after the company's AGM for FY2022.
With these three exits, Magnus Energy's board will be left with just Charles Madhavan, executive director and CEO.
The company will try and find replacements so as not to breach another SGX rule requiring boards to have at least three directors.
