Two shareholders may have acted against air-conditioning specialist Natural Cool Holdings because of the board's decision to divest its stake in oil exploration firm HMK Energy at the end of September.
Natural Cool chairman Joseph Ang has noted that substantial shareholder Ong Mun Wah, who helped requisition an extraordinary general meeting (EGM) slated for Dec 22 to revoke the company's general share issue mandate, is a director of HMK Energy.
Another substantial shareholder, Mr Lim Teck Chuan, had requisitioned an earlier EGM to remove Mr Ang. That meeting takes place on Monday.
Mr Ang told shareholders in a Nov 25 circular that "the objective of requisitioning the (first) EGM to remove (him) may have been prompted by the board's recent decision to approve the proposed divestment (of HMK Energy)".
Mr Lim said his reasons for removing Mr Ang were a matter of "cost control". He also claimed that the board and management structure was "excessive" after the sale of the group's switchgear business.
But Mr Ang noted that on Oct 6, a week before Natural Cool received Mr Lim's requisition notice on Oct 14, he had notified HMK Energy director Omar Loebis that Natural Cool intended to divest its 16 per cent stake in HMK Energy.
This sparked a disagreement, with Mr Omar saying that he "did not understand the proposed divestment". He also objected to the Natural Cool board's decision to invoice monthly costs of $26,000 to be paid from Oct 1 to Natural Cool chief investment officer Choy Bing Choong.
Mr Choy's major role at Natural Cool had been to spearhead the company's investment in HMK Energy.
Natural Cool said on Nov 4 that it was terminating his employment contract with effect from April 23 next year.
Mr Ang also linked Mr Lim to HMK Energy's Mr Loebis, noting that Mr Lim had proxied his shares to Mr Omar at previous Natural Cool shareholder meetings.
Mr Loebis' investment holding company, Rhodus Capital, also owned 14 per cent of Mr Lim's company, Choo Chiang Holdings, as at March 23, although that has fallen to 4.74 per cent as of Nov 28.
In a statement to the Singapore Exchange last night, the Natural Cool board also clarified that the latest requisition letter from Mr Ong had incorrectly named Mr Ng Quek Peng as the company's largest shareholder.
Mr Ng emerged with a 10.78 per cent stake in Natural Cool last month after taking a placement for 27 million shares.
In fact, as at the date of the letter, chairman Mr Ang still controlled the largest stake at 11.46 per cent, the company said.
This comprises a direct interest of 10.2 per cent, and a 1.26 deemed interest through his wife.
It added that on Nov 24, it executed a service agreement with Mr Ng, appointing him as Natural Cool's new chief corporate officer, and a formal announcement will be made in due course.
