Shareholders of special-purpose acquisition company (SPAC) CLIQ Energy Bhd sent a strong message to the management in wanting to see the company liquidated and the distribution of RM356mil.
Of the two resolutions that were tabled in the AGM that lasted over two hours, the motion seeking the approval of directors fees amounting to RM359,720 for the financial year ended March 31, 2016 was overwhelmingly voted down.
A filing with Bursa Malaysia by CLIQ on the outcome of the AGM showed that 88% of shareholders voted against the resolution to approve directors’ fees for the financial year ended March 31, 2016 amounting to RM359,720.
This would indicate that even CLIQ’s major shareholder, Best Oracle Sdn Bhd, which has a 20% stake in the company, could also have voted against the resolution.
The other motion to re-appoint the auditors, Ernst & Young, was passed with a majority of 52.75%.
A third resolution seeking approval for the re-appointment of executive director Kamarul Baharin Albakri was withdrawn as he had submitted a letter not to seek re-election in the morning before the shareholders meeting.
CLIQ chairman Datuk Azmi Mohd Ali (pic) said the main issue raised by shareholders yesterday was when they could get their money back after the company had failed to acquire its qualifying asset (QA) within the stipulated timeframe.
“Shareholders want to know when they can get back their money. But this will be subject to the company getting a court order to liquidate ourselves and appoint a receiver,” he told reporters on the sidelines of the meeting.
“There were some unhappiness during the meeting. But there were no chairs flying around and no punches to my face. Generally, the meeting went well,” said Azmi.
A shareholder shared Azmi’s sentiments. “I believe the majority of shareholders want to see the company wound up so that we can get our money back,” said one shareholder.
A SPAC such as CLIQ is known as a blank cheque listing, where funds are raised and the management is given three years to secure a QA to anchor the company as its main business. If a QA is not acquired by the end of the third year, the money is returned to shareholders.
The deadline for CLIQ to complete its acquisition of its QA, namely oil and gas assets in Kazakhstan, ended on April 9.
However, CLIQ’s problems started earlier in January this year when the SC returned its submission for the proposed acquisition of its QA on the grounds that it was incomplete.
Following that, Maybank Investment Bank, its principal adviser to advise it on the QA, resigned.
CLIQ’s independent directors, led by Azmi, had stated that they wanted to go ahead with the move to liquidate the company and return the money back to its shareholders.
As at end-March, CLIQ had RM356mil in its trust account that would be distributed to shareholders if and when the liquidation process takes place.
However, on April 10, Best Oracle Sdn Bhd, the company that is owned by a five-member management team that is the promoter of CLIQ, had filed a judicial review against the Security Commission’s (SC) decision in February to reject the company’s request for more time to pursue its QA.
Hence, until the judicial review is settled, the company cannot be liquidated.
The High Court dismissed Best Oracle’s application for a judicial review of the SC’s decision on May 6. Best Oracle has filed an appeal and it would be heard on Sept 14.
The application by the independent directors to wind down CLIQ will be heard on Sept 20. However, the liquadation process will be stopped if the court rules in favour of the judicial review.
The management, in a letter to shareholders, had stated that it had appealed to the SC for an extension of time to complete the acquisition of a QA and gave seven reasons for it.
Among them are that it would benefit shareholders as well as holders of CLIQ warrants, would lend credence to SPACs and that the SC should approve the submission and let shareholders decide.
However, the majority of the shareholders in CLIQ at the moment are yield investors who are likely to vote against the QA unless the share price goes above 74 sen each.
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Of the two resolutions that were tabled in the AGM that lasted over two hours, the motion seeking the approval of directors fees amounting to RM359,720 for the financial year ended March 31, 2016 was overwhelmingly voted down.
A filing with Bursa Malaysia by CLIQ on the outcome of the AGM showed that 88% of shareholders voted against the resolution to approve directors’ fees for the financial year ended March 31, 2016 amounting to RM359,720.
This would indicate that even CLIQ’s major shareholder, Best Oracle Sdn Bhd, which has a 20% stake in the company, could also have voted against the resolution.
The other motion to re-appoint the auditors, Ernst & Young, was passed with a majority of 52.75%.
A third resolution seeking approval for the re-appointment of executive director Kamarul Baharin Albakri was withdrawn as he had submitted a letter not to seek re-election in the morning before the shareholders meeting.
CLIQ chairman Datuk Azmi Mohd Ali (pic) said the main issue raised by shareholders yesterday was when they could get their money back after the company had failed to acquire its qualifying asset (QA) within the stipulated timeframe.
“Shareholders want to know when they can get back their money. But this will be subject to the company getting a court order to liquidate ourselves and appoint a receiver,” he told reporters on the sidelines of the meeting.
“There were some unhappiness during the meeting. But there were no chairs flying around and no punches to my face. Generally, the meeting went well,” said Azmi.
A shareholder shared Azmi’s sentiments. “I believe the majority of shareholders want to see the company wound up so that we can get our money back,” said one shareholder.
A SPAC such as CLIQ is known as a blank cheque listing, where funds are raised and the management is given three years to secure a QA to anchor the company as its main business. If a QA is not acquired by the end of the third year, the money is returned to shareholders.
The deadline for CLIQ to complete its acquisition of its QA, namely oil and gas assets in Kazakhstan, ended on April 9.
However, CLIQ’s problems started earlier in January this year when the SC returned its submission for the proposed acquisition of its QA on the grounds that it was incomplete.
Following that, Maybank Investment Bank, its principal adviser to advise it on the QA, resigned.
CLIQ’s independent directors, led by Azmi, had stated that they wanted to go ahead with the move to liquidate the company and return the money back to its shareholders.
As at end-March, CLIQ had RM356mil in its trust account that would be distributed to shareholders if and when the liquidation process takes place.
However, on April 10, Best Oracle Sdn Bhd, the company that is owned by a five-member management team that is the promoter of CLIQ, had filed a judicial review against the Security Commission’s (SC) decision in February to reject the company’s request for more time to pursue its QA.
Hence, until the judicial review is settled, the company cannot be liquidated.
The High Court dismissed Best Oracle’s application for a judicial review of the SC’s decision on May 6. Best Oracle has filed an appeal and it would be heard on Sept 14.
The application by the independent directors to wind down CLIQ will be heard on Sept 20. However, the liquadation process will be stopped if the court rules in favour of the judicial review.
The management, in a letter to shareholders, had stated that it had appealed to the SC for an extension of time to complete the acquisition of a QA and gave seven reasons for it.
Among them are that it would benefit shareholders as well as holders of CLIQ warrants, would lend credence to SPACs and that the SC should approve the submission and let shareholders decide.
However, the majority of the shareholders in CLIQ at the moment are yield investors who are likely to vote against the QA unless the share price goes above 74 sen each.
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