Shareholders seeking to replace three directors sue Bahvest for record of depository

KUALA LUMPUR (May 10): Five minority shareholders of Bahvest Resources Bhd, who sought to replace three of the Sabah-based gold miner's directors, filed an originating summons to compel the company to hand over an updated record of depository (ROD) for the purposes of convening an extraordinary general meeting (EGM).

In the originating summons in Bahvest's bourse filing, the plaintiffs had accused the company of acts that were "calculated to frustrate" the proposed EGM, which the shareholders had requisitioned to be held on May 25, including refusing to give them a soft copy of the ROD and delaying giving them a hard copy of the document.

Bahvest has dismissed the suit as "redundant", saying that the suit was filed at 6.30pm on Monday (May 8), after the company had announced on the same day that it will hold the EGM on June 13 to put all the shareholders' proposed resolutions the other shareholders.

In a bourse filing on Wednesday (May 10), Bahvest said the five shareholders — Marlex Trading Ltd, Innosabah Capital Holdings Sdn Bhd, Datuk Lim Nyuk Sang @ Freddy Lim, Yong Fen Yoo and Chong Tzu Khen — are seeking a declaration that they have a right to the ROD for the purposes of issuing a notice of EGM.

They are also demanding a copy of the company's ROD as at May 2, in hardcopy and in Microsoft Excel format, as handed over by Bursa Malaysia Depository Sdn Bhd, either immediately or on any date fixed by the High Court, to facilitate the issuance of the notice of EGM.

They are also asking Bahvest to give them a copy of the ROD as at May 18 on or before May 22, for the purposes of the proposed EGM.

As an alternative, the plaintiffs are seeking for the court to fix a date for the EGM, and for the ROD to be provided to them.

Bahvest also said that it became aware that one of the plaintiffs and shareholder, Yong, who had previously obtained the ROD as at April 14 as a consultant to monitor shareholdings movement, intends to break a written undertaking by him not to utilise or disseminate the outdated ROD.

“As such, the company’s solicitors (Messrs Gideon Tan Razali Zaini) have filed a notice of application at 8.40pm Tuesday to restrain the plaintiff (Yong) from wrongfully utilising the ROD as at April 14,” Bahvest said.

On April 26, Bahvest received an EGM requisition from the five shareholders holding over 10% in Bahvest to remove chief executive officer Datuk Lo Fui Ming, and two other directors, non-executive chairman Datuk Seri Dr Md Kamal Bilal and executive director Lo Teck Yong, from Bahvest’s board.

The three directors are proposed to be replaced by Tzu Khen, Law Ngia Meng, and Chong Mee Fah @ Frederick Chong.

Following the shareholders’ disagreement, Bahvest on May 3 received a letter of demand seeking RM20.4 million from Southsea Gold Sdn Bhd for alleged wrongful occupation and trespass into Southsea Gold’s lease land.

Bahvest wholly-owned subsidiary Wullersdorf Resources Sdn Bhd is required to remove its operations from Southsea Gold’s mining land, even though Wullersdorf had conducted gold mining activities on a piece of land in Tawau, Sabah since 2017, which it subleased within a larger mining land lease belonging to Southsea Gold.

Southsea Gold is 75%-owned by Bahvest's founder Fui Ming, who had a 16.09% stake in Bahvest but has since trimmed his stake to 13.18% after the series of events. His son, Teck Yong also disposed of shares and reduced his stake from 0.31% to 0.14%, while Md Kamal retained his shareholdings at 0.19%.

Another Bahvest shareholder Mohd Amir Masry, who controls Southsea Gold with Fui Ming, has also ceased to be a substantial shareholder of Bahvest from May 2. Mohd Amir, through Mab Ventures Sdn Bhd, dropped his indirect interest in Bahvest to 2.54% as at May 2.

The counter on Wednesday dropped to a 16-year low at 11.5 sen, bringing the group a market capitalisation of RM148.77 million.

Bahvest was also the day's most actively traded stock in Bursa Malaysia with 241.45 million shares changing hands.