UPDATE: QT Vascular: Won’t recognise the validity of Wednesday’s EGM

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This item was originally published on Tuesday, 14 December 2021 at 12:47 a.m. SGT; it has since been updated to include comment from a spokesperson for the requisitioning shareholders.

QT Vascular, facing the possibility the extraordinary general meeting (EGM) set for Wednesday would remove all of the company’s directors without replacements, declared late on Monday it would not recognise the validity of the EGM’s outcome.

Wednesday’s planned EGM, as well as one held on 6 December, were requisitioned by substantial shareholders opposed to current management. The first EGM sought to install a slate of new directors, but was narrowly defeated, while the second, set for Wednesday, aimed to remove the existing directors.

Proceeding with the second EGM had opened the possibility of a director-less company, a situation not allowed under Singapore’s Companies Act.

Over the weekend, QT Vascular had asked the requisitioning shareholders – the investment vehicle Mission Well and Tansri Saridju Benui — to provide a legal opinion establishing that removing the directors at the meeting would meet statutory requirements.

QT Vascular noted the requisitioning shareholders did not provide the legal opinion and had not withdrawn or modified their resolutions for the second EGM.

Earlier on Monday, well before QT Vascular’s announcement, in response to queries from Shenton Wire about how the requisitioning shareholders would square the circle of a director-less company, their spokesperson said via email: “Being the current board and management, it is their responsibility to deal with this issue, not the requisitioning shareholders.”

QT Vascular appears to have dealt with the issue:

“The company is of the view that the second EGM cannot be validly held, or if held, the resolutions proposed to be passed at the second EGM cannot be validly passed … the incumbent directors will not be attending the second EGM nor will the company recognise or acknowledge the validity of the second EGM, if purported to be convened or held by the requisitioning shareholders. Accordingly, the incumbent directors continue to hold office on or after 15 December 2021, 9.30 a.m.”

A spokesperson for the requisitioning shareholders told Shenton Wire Tuesday that its position hasn’t changed, and that QT Vascular’s statement seeking a legal opinion was a request, not a requirement.

The spokesperson said the requisitioning shareholders would deal with the matter after the EGM, as the results of the vote aren’t yet known.

A representative from SGX didn’t immediately return Shenton Wire’s emailed request for comment.

Additionally, in a separate statement filed to SGX, QT Vascular said it would turn to the courts to deal with what it has called the “second attempt EGM,” or the requisitioning shareholders’ attempt to call another EGM on 22 December to re-vote on installing their slate of new directors.

QT Vascular said it has sought solicitors’ advise on an application to the High Court of Singapore on whether calling the second attempt EGM is valid.

“The same resolutions proposed in the second attempt EGM were already voted upon and rejected by shareholders at an EGM on 6 December 2021,” QT Vascular said in the statement.

“This vote was taken less than 4 hours before the requisitioning shareholders’ call to convene the second attempt EGM on the very same day, which is rather disturbing to the company, as it disregards the will and decision of shareholders evinced at the EGM on 6 December 2021 and amounts to an abuse of the rights accorded to shareholders,” QT Vascular said.

Until the Court has provided guidance, any attempt to hold the second chance EGM won’t be recognised, QT Vascular said.

Read more: QT Vascular’s EGM is a drama set to make the heart race