IHC board removed after heated EGM
A heated boardroom battle at Catalist-listed healthcare
group International Healthway Corp (IHC) came to a head on Monday afternoon as
shareholders voted to remove the entire board at an extraordinary general
meeting (EGM) that lasted over two hours.
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Melissa Tan, Business Times
24 January 2017
A heated boardroom battle at Catalist-listed healthcare group International Healthway Corp (IHC) came to a head on Monday afternoon as shareholders voted to remove the entire board at an extraordinary general meeting (EGM) that lasted over two hours.
The outcome put yet another feather in the cap for Oxley Holdings duo Ching Chiat Kwong and Eric Low, who are cementing their reputation as shareholder activists after being linked to the recent ousting of the chairman and co-founder of another Catalist company, video and artificial intelligence firm Artivision Technologies
The IHC EGM, held at Maxwell Chambers, was requisitioned by Mr Low and his sister Audrey Low in a notice on Oct 28 last year. Mr Low held about 118.1 million shares in IHC as at Oct 28, which worked out to a 7.12 per cent stake as at Monday. Ms Low controlled a stake about half that size, at around 67.2 million shares.
Shareholders voted to remove all four board directors - chairman Gerald Lim Thien Su, Lim Beng Choo, Alviedo Rodolfo Jr san Miguel and Leonard Chia. They also appointed three new ones that the requisitioners nominated: Roger Tan Chade Phang, Eric Sho Kian Hin and Jackson Tay Eng Kiat. Although Mr Ching and Mr Low will not sit on the board, that still presumably leaves them with some influence over its direction.
Mr Ching is Oxley's executive chairman and chief executive officer (CEO), and the second-largest shareholder of IHC with 317.6 million shares or about 19.15 per cent of the healthcare group. Mr Low is Oxley's deputy CEO.
Oxley, a property development group known for building shoebox apartments in Singapore, said in October 2015 that Mr Ching's and Mr Low's investments in IHC were "personal and independent investment decisions".
Incidentally, though IHC mainly runs healthcare facilities such as hospitals, it has also ventured into property - it acquired two freehold properties in Australia for A$63.8 million combined in 2014.
A shareholder present at the EGM, who sought anonymity on account of the nature of his job, told The Business Times over the phone on Monday that the meeting started with a bad delay and the embattled chairman had tried to delay the vote over his removal.
Before shareholders could finally get round to voting on the tabled proposals, there were "very heated arguments" over whether the entire meeting could be postponed, he added. That happened after one shareholder proposed postponing it to end-March and another seconded the motion, which sparked "a whole debate" - lasting about an hour - about whether it was legitimate for shareholders to propose fresh motions at an EGM.
He added that a legal adviser to the board told the meeting that such a motion was valid, and "the chairman just pushed his way through" to allow the proposal to be put to a vote.
Shareholders also argued over whether the vote to postpone should be done via a show of hands or a shareholding-based poll, and eventually settled on the former - and the motion to postpone was narrowly defeated with 58 voting for adjournment and 63 voting to continue with the EGM, he said.
Separately, real estate company OUE Limited announced on Monday night that its wholly-owned subsidiary OUE Investments has acquired 208 million ordinary shares of IHC at S$0.077 per share. This puts is stake in IHC at 12.54 per cent.
IHC shares closed 0.1 Singapore cent lower at S$0.067 on Monday.