KUALA LUMPUR (Feb 15): Pan Malaysia Holdings Bhd (PMH) is facing a legal suit attempting to block the sale of its three indirect associates to NewParadigm Capital Ventures Sdn Bhd for RM90 million cash.

The three subsidiaries — PM Securities Sdn Bhd (PMS), PCB Asset Management Sdn Bhd (PCB Asset) and Miranex Sdn Bhd — are wholly owned by Pan Malaysia Capital Bhd (PMC), which is in turn a 34.84% unit of PMH.

In a filing, PMH said it received an originating summons and notice of application for interim injunction of the sales from Chan Weng Fui.

Chan is a shareholder of PMC with a direct stake of 4.78%, according to company checks.

Among others, Chan is seeking a declaration that PMC has failed to serve the notice of an extraordinary general meeting (EGM) to him, and sought an order to invalidate the resolutions passed at the EGM.

He sought a declaration that PMH is a party related to the transaction, and is precluded from voting at any of PMC's EGM deliberating on the disposal.

He is also seeking a declaration to set aside the share sale and purchase agreement (SSPA) related to the sale, and an injunction to restrain any action to execute the SSPA.

The suit named 17 defendants, including PMH, PMC and the three target companies.

PMC’s stake in PMS is held via 100% unit PM Asset Management Sdn Bhd (PM Asset). PMC directly owns the 100% stake in PCB Asset and Miranex.

Also named were PM Asset, the buyer NewParadigm, and PMH’s 68.32% shareholder Malayan United Industries Bhd (MUI). It is noted that Chan, the plaintiff, also owns a 0.45% direct stake in MUI, according to MUI's annual report.

The other defendants are the board members of PMH, PMC and MUI.

They are: PMH chairperson Farizon Ibrahim, non-independent director Wong Nyet Faat, and independent director Lum Tuck Cheong.

Farizon and Wong are also directors of PMC, alongside two more defendants Ong Hung Ming and Oh Hong Choon, according to company checks.

MUI directors were also named as defendants, including its chairman Khoo Boo Yeow and independent directors Datuk Tan Kee Kwong, Datuk Jessie Tang, and Datuk Leong Kam Weng. The company has six board members, including Farizon (independent director) and Wong (non-independent director).

Shares of PMH settled unchanged at seven sen on Tuesday (Feb 14), giving it a market capitalisation of RM65.02 million.

Shares of MUI settled up half a sen or 6.67%, giving it a market capitalisation of RM241.94 million.

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Pan Malaysia to dispose of associate companies worth RM90 mil to NewParadigm