EONCap Shareholders say Yes for sale of EON Bank

Filed Under (Business News) by Webmaster on 28-09-2010

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EON Capital Bhd (EONCap) has received 97% of the voting shares at the EGM called to consider the proposed acquisition of the group by Hong Leong Bank Bhd for RM5.06bil cash, says chairman Gooi Hoe Soon.

“The proposed disposal was carried with 97% voting for the resolution and 3% against it,” he told reporters yesterday after the group’s EGM.

Gooi said shareholders representing 436 million shares or 63% of EONCap’s total share capital attended the EGM and voted on the resolutions.

Gooi Hoe Soon said shareholders representing 63% of total share capital attended the meeting.

He also said representatives of Primus (M) Sdn Bhd, the single largest stakeholder of EONCap which holds 20% of the group, had walked out of the EGM before the voting started.

Primus is currently fighting a case in court to stop the proposed acquisition by Hong Leong Bank, citing that it was not lawful and not in the best interests of the group.

When asked to comment on that matter, Gooi declined to say anything as it was now with the High Court.

The hearing for the case continues for the rest of this week and from Oct 20 to 22.

Gooi also said the second resolution for a special dividend received the approval of 97.23% or 424.836 million shares while 2.77% or 12.088 million shares were against.

The group told Bursa Malaysia yesterday that as set out in ordinary resolution 1 on the proposed disposal, which had been passed by the shareholders of the company at the EGM held on Sept 27, the board of EONCap had been duly empowered by the shareholders of the company to decide, at its sole discretion, whether or not to accept Hong Leong Bank’s offer, subject to the final decision of the High Court of Malaya in relation to the petition filed by Primus on June 21, being obtained.

Accordingly, it said the decision of the board on the acceptance of the offer would only be made and announced at a later date after the final decision of the High Court on the petition had been obtained.

“Please note that to-date, the court hearing for the petition is still on-going,” it said.

Meanwhile, EONCap’s wholly-owned subsidiary EON Bank Bhd has received a writ of summons in relation to a claim by the plaintiff Karunanithy a/l Neelakandan for inter alia damages amounting in aggregate to RM21.8mil.

In a filing with Bursa Malaysia, EONCap said the claim was for an alleged malicious prosecution of the plaintiff by EON Bank.

“The summons-in-chambers was heard on Sept 24 and the judge has fixed Oct 21 for mention for the parties to file all necessary affidavits,” it said.

It said the company was of the view that the said claim was not expected to result in any material and adverse impact on the operations, business and financial position of EON Bank and EONCap.

“In any event, EON Bank has engaged legal counsel to resist the application and to defend the legal suit,” it added.

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EONCap Saga continues : Proceed with EGM

Filed Under (Business News) by Webmaster on 07-07-2010

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Eon Capital’s directors, except for Ng Wing Fai, plan to ask shareholders at an EGM to empower the board to make a final decision on whether or not to accept the deal.

Eon Capital Bhd (EONCap) (5266) has decided to go ahead and table to its shareholders a RM5.06 billion takeover offer from Hong Leong Bank Bhd despite an ongoing lawsuit over the matter.

Its directors, with the exception of Ng Wing Fai who represents the single largest shareholder Primus Pacific Partners, plan to ask shareholders at an extraordinary general meeting (EGM) to empower the board to make a final decision on whether or not to accept the deal.

It said the board would only make the decision if shareholders gave the go-ahead for the deal at the EGM, and after it gets the approval of the Minister of Finance.

More importantly, the board’s decision is subject to a final decision by the Kuala Lumpur High Court on the lawsuit filed by Primus last month, it said in a stock exchange filing late yesterday.

“This means, after getting all the approvals, the transaction will only go through if the court deems it lawful,” a source familiar with the matter said.

Primus claims the Hong Leong deal is unlawful in the way it is structured and wants EONCap’s directors to pay the bank damages of RM1.1 billion if the takeover bid goes through at an EGM.

On Tuesday, it also threatened to start contempt proceedings against the directors should the bank go ahead with the EGM.

But by saying it would wait for the court’s decision, EONCap seems to have found a way around potentially being sued for contempt, a banking analyst observed.

However, there are still concerns as to whether Hong Leong will decide to stay on with the deal given that the court matter could drag on.

The case will go to trial only from September 20 whereas Hong Leong has said it may walk away if all approvals for the deal are not secured by August 15.

Hong Leong has yet to indicate if it will extend its offer beyond that date.

Meanwhile, EONCap said that it would convene the EGM in “due course”.

A source said it may take one to two weeks before the group is able to issue a circular on the matter to shareholders.

It is possible an EGM may take place in mid- to late August.

Primus is against Hong Leong’s offer of RM7.30 a share as this is much lower than its entry cost of RM9.55 a share in 2007. It thinks a fair price should be at least RM8.91.

EONCap’s share price closed at RM6.89 yesterday.

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