KUALA LUMPUR (Aug 12): Johany Jaafar, founder, managing director and chief executive officer of offshore vessel operator Efogen Sdn Bhd, has filed a counter claim in the Kuala Lumpur High Court against PDZ Holdings Bhd and Pelaburan Mara Bhd, seeking RM166.51 million in damages.
In a filing with Bursa Malaysia today, PDZ said in the counter claim that Johany has named PDZ as second defendant, on the basis PDZ had wrongfully terminated a share sale agreeement agreement (SSA) on Sept 25, 2014.
The company noted that Johany’s claim against PDZ is not sustainable, as PDZ was never a party to a contract entered into between Johany and Pelaburan Mara.
"However, the amount stated in the plaintiff’s (Johany) counter claim against PDZ is huge and if judged in his favour, will adversely and materially impact PDZ’s earnings per share and net asset per share for the financial year ending June 30, 2017," said PDZ, adding that the RM166.51 million value was relied upon by Johany, based on a valuation of the enterprise value of Efogen of RM251.14 million given by Grant Thornton.
PDZ said it entered appearance on Aug 2 and appeared before the judge for case management on Aug 10. The judge has directed the defence to be filed before Aug 23.
To recap, PDZ had entered into an SSA with Johany on May 14, 2014, to purchase the latter’s 4 million shares or a 20% stake in Efogen for RM18 million. However, the SSA was later terminated on Sept 25, 2014, by mutual agreement between the two parties.
PDZ then filed a suit against Johany, and three partners of law firm Shamshuddhuha, Ho & Partners — namely Shamshuddhuha Ishak, Ahmad Fadzil Mohd Perdaus and Mohammad Bukhari Embong, seeking to recover RM5 million paid to Johany, as deposit and part payment of the purchase price.
On Dec 2, 2014, Johany entered into a separate sale and purchase agreement (SPA) with Pelaburan Mara to sell 6 million shares or a 30% stake in Efogen for RM9 million.
PDZ noted that the SPA was also subsequently terminated before completion, and that Pelaburan Mara had demanded Johany to return the RM2.4 million which was paid upfront to him, but this was not successful. Hence, Pelaburan Mara filed a suit against Johany to recover a sum of RM2.4 million.
However in his defence statement dated July 22, Johany claimed that the SPA with Pelaburan Mara was unlawfully terminated. Thus, in his counter claim, Johany has brought in PDZ as second defendant, on argument that Pelaburan Mara is the major shareholder of PDZ and therefore, is in control of PDZ.
PDZ shares closed down 0.5 sen or 5% to 9.5 sen today, for a market capitalisation of RM82.59 million.