Kumpulan Jetson minority shareholders making second attempt to remove incumbent board members

• They sought to remove the entire board, including chairman Tunku Nooruddin Tunku Shahabuddin, executive director (ED) Edward Ng Kah Jiun, non-executive directors Louise Paul a/l Joseph Paul, Hong Cheong Liang and Goh Rui Yee, according to Jetson’s stock exchange filing on Thursday.

KUALA LUMPUR (Feb 8): A group of minority shareholders, who claimed to own at least 10% stake in Kumpulan Jetson Bhd, are making a second attempt to call for an extraordinary general meeting to replace the group’s incumbent board of directors.

They sought to remove the entire board, including chairman Tunku Nooruddin Tunku Shahabuddin, executive director (ED) Edward Ng Kah Jiun, non-executive directors Louise Paul a/l Joseph Paul, Hong Cheong Liang and Goh Rui Yee, according to Jetson’s stock exchange filing on Thursday.

Ng was appointed into Jetson’s board in March 2023 as non-executive director, before he was re-designated as ED seven months later in October.

This group of shareholders consist of 11 members, namely Tee Chee Beng (1.77%), Chang Yin Yee (1.64%), Lee Yee Wee (0.41%), Chong Wan Ying (2.28%), Shaun Sai Wen Fei (0.97%), Teoh Chor Eng (1.18%), Timothy Yip Tim Joon (0.09%), Tey Giap Leong (0.56%), Cherry Low Choon Tow (0.62%), Alicia Low Choon Muei (0.07%) and Joe Tee Chang Chee Lup (0.62%).

They are naming Chee Beng, Chee Lup, Chuan Sieh Yee, Boey Sook Yen and Melvin Ong Kok Ho as the new set of board members for the loss-making industrial anti-vibration products maker. Jetson has been loss-making since the financial year ended Dec 31, 2016.

These shareholders requested to convene an EGM to deliberate on the resolutions that they are proposing, including to remove persons from office of director and to appoint further directors to the board.

Chee Beng joined Jetson in March 1980 as finance and adminstration manager and was appointed as the director of Jetson Construction Sdn Bhd in November 2001.

The notice of requisition disclosed that the 74-year-old was formerly an ED of Jetson from August 2017 to October 2022.

Chee Beng, together with a slightly different 10-member shareholders group, had in December last year claimed that they collectively control at least 10% stake in Jetson and requested an EGM to replace board members.

However, the requisition was rejected later the same month as Jetson’s secretarial agent and share registrar Securities Services (Holdings) Sdn Bhd found that the group of shareholders’ stake amounted to 9.45%, below the required 10% threshold to be eligible to call for an EGM.

Jetson also announced last month the appointment of Lee, Saw & Co to take legal action against the December "requisitionists" for damages incurred due to the “defective and invalid nature” of the notice to call for an EGM, while “ensuring protection of the company’s interests and upholding corporate governance standards”.

Jetson’s shareholdings are rather fragmented, with its co-founder Datuk Teh Kian An holding a direct 4.35% stake and 5.91% indirect interests — being the largest shareholder — as at Jan 16.

According to Bloomberg data, an estimated 78% of Jetson's share capital are floating on the open market, while 22% of it are stagnant shares.

In January this year, Jetson announced a 40% private placement that could potentially raise some RM20.998 million based on an illustrative issue price of 19.59 sen.

The cash call is to partly fund a RM25.5 million acquisition of 51% stake in Melaka property developer Magical Era (M) Sdn Bhd from the latter’s sole shareholder Datuk Seri Baljinder Singh Surinder Singh.

The RM25.5 million purchase consideration is to be satisfied via RM15.3 million cash and issuance of 41.67 million new Jetson shares at an issue price of 24.48 sen apiece — amounting to RM10.2 million.

Subsequent to the private placement and acquisition of Magical Era, Jetson estimated that Teh’s shareholdings will be diluted to 2.8% direct stake and 3.8% indirect interest, while subscribers to the placement shares will end up being the group’s largest shareholder with 25.72% ownership, followed by Baljinder’s 10% stake.

Although these corporate exercises would be dilutive to existing shareholders, they are subject to shareholders’ approval through an EGM as well.

Shares of Jetson climbed 4.5 sen or 19% to 28.5 sen on Thursday, giving it a market capitalisation of RM76.37 million.

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