PETRA PERDANA BHD [] managing director Shamsul Saad's derivative action against four former directors -- Tengku Ibrahim Petra Tengku Indra Petra, Datin Che Nariza Hajjar Hashim, Wong Fook Heng and Tiong Young Kong -- is set to proceed to trial.
The company said on Friday, July 9 this followed the Court of Appeal's decision to turn down the appeals by Tengku Ibrahim and others against a High Court decision handed down on Feb 18 to dismiss their application to strike out the suit. The Court of Appeal also awarded costs to Shamsul.
"The allegations in the derivative action are, among others, breach of fiduciary and statutory duties by Tengku Ibrahim and others. It is taken by Shamsul in his capacity as a minority shareholder of Petra Perdana and all damages recovered will go solely to Petra Perdana and none to Shamsul," Petra Perdana said.
Among others, the action alleged that Tengku Ibrahim and others caused the divestment of 10.50 million shares in PETRA ENERGY BHD [], the then subsidiary of Petra Perdana, at RM1.53 each or a discount of 12.07% based on a five-day Petra Energy volume weighted average market price, against a pre-existing shareholders' mandate to divest at no more than 10%.
As a result, Petra Perdana suffered about RM500,000 in losses and also reduced its shareholding in Petra Energy to 54.62%.
Tengku Ibrahim and others had allegedly caused the divestment of a further 25.03% of Petra Energy shares by Petra Perdana to Shorefield Resources Sdn Bhd at RM1.91 per share.
Petra Perdana said this divestment contravened the board of directors' mandate to only divest the remaining 54.62% shareholding en bloc and by way of open tender to command a price premium due its majority controlling stake.
This 25.03% divestment resulted in Petra Energy ceasing to be a Petra Perdana subsidiary. Consequently, Petra Perdana can no longer consolidate Petra Energy's revenue into Petra Perdana's group accounts.
Petra Perdana also claimed that Tengku Ibrahim and others caused the sale of three vessels by Petra Perdana to Petra Energy at a price significantly below market value, contrary to valuations provided by four ship valuers.
Shamsul is seeking that Tengku Ibrahim and others pay damages arising from their alleged breach of fiduciary duties and all costs for the action.
Written by The Edge Financial Daily
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