The requisitioning shareholders of an extraordinary general meeting (EGM) Wednesday aiming to remove QT Vascular‘s directors are reportedly claiming to have won the vote, but the company reiterated that it considers the meeting invalid.
According to a Business Times article citing the requisitioning shareholders, around 58 percent of the total 603.9 million votes were in favor of removing the directors. Mission Well, one of the requisitioning shareholders, had a total of 287.97 million shares as of 7 December.
The EGM Wednesday, 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 Wednesday was aimed at removing 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.
That had spurred QT Vascular to state earlier this week that it would not recognise the outcome, which it reiterated on Wednesday:
“The resolutions proposed at the EGM to remove all the directors is flawed, and would cause the company to be in breach of Article 83 of its Constitution and Section 145 of the Companies Act (Cap. 50 of Singapore).
The directors have therefore been advised by the company’s counsel that to the extent the aforesaid resolutions breach constitutional and statutory requirements which the company is subject to and must comply with, the directors remain incumbent and are entitled to continue acting on behalf of the company.”
Christian Kwok-Leun Yau Heilesen, the sole shareholder of requisitioning shareholder Mission Well, reportedly emailed QT Vascular Chief Financial Officer Kelvin Tong after the vote to say the result was a “clear indication” of a lack of confidence in the company’s management, according to the Business Times article.
To be sure, Mission Well had acquired an additional 37 million shares between the defeat in the first EGM and the claimed win in the second.
A spokesperson for the requisitioning shareholders did not immediately respond to Shenton Wire’s request for comment.
In response to an email from Shenton Wire, Kelvin Tong reiterated that the company was abiding by legal advice not to comment beyond filings to SGX.