Nexgram and R&A group founder seek to remove R&A board members

KUALA LUMPUR: R&A Telecommunication Group Bhd’s two biggest shareholders, Nexgram Holdings Bhd and R&A group founder and former executive director Francis Tan Hock Leong, are seeking to replace R&A’s entire board members with new directors.

R&A, which makes telecommunication structures and offers engineering solutions for telecommunication networks, told Bursa Malaysia that Nexgram and Tan, who hold 6.83% and 6.47% equity interest respectively, had given a notice to it requesting an EGM to consider the removal of the board members and the appointment of three new ones.

The directors named are chief executive officer Sim Keng Siong, Selva Rasan Datuk Puspa Das, Chua Soo Seong and Lim Tiong Jin.

Nexgram and Tan also nominated Rajendra Raja S. Govindaraj, Cheang Soon Siang and Kamal Abdul Aziz to the board.

R&A, a Guidance Note 3 company, is in the midst of finalising a regularisation plan. Based on an announcement in March, it will, as part of its regularisation plan, acquire another telecommunication solutions provider Forward Resources and Construction Sdn Bhd from Lean Kock Kiang, his wife Lee Sek Ang, and FRC Resources Sdn Bhd (FRCR), a special purpose vehicle owned by the couple that will become the new listed vehicle in place of R&A. 

The acquisition is for RM110mil to be satisfied entirely via the issuance of up to 1.1 billion FRCR shares.

Based on the proposed regularisation plan, the shareholdings of Nexgram and Tan (who resigned as R&A executive director in December last year) would be diluted to 0.4% share each in FRCR (assuming full exercise of warrants) while Lean and Lee would end up with a combined 70% stake.

Nexgram and Tan, in their joint letter to the R&A board dated Oct 16, said if no EGM was called during the time provided for under the Companies Act and/or notice of the meeting was not given to shareholders within 14 days, they would proceed to convene such a meeting to consider the proposed resolutions.

For the 18-month financial period ended June 30, 2017, R&A reported an unaudited net profit of RM765,000 against a net loss of RM91.18mil in the 18-month period to June 30, 2016. (The board changed the financial year-end from Dec 31 to June 30 in March this year.)