UHB directors did not breach securities law

UHB directors did not breach securities law
2010/04/01  NST

KUALA LUMPUR: The Board of Directors of Unico Holdings Bhd (UHB) did not breach any securities laws, the Dewan Rakyat was told today.

Prime Minister Datuk Seri Najib Tun Razak said this conclusion was made after the Securities Commission studied two issues which had been raised in a complaint made by a group of minority shareholders of the company.

"Although the issues raised by the complainants did not expose any offence under the SC's jurisdiction, it did however expose an issue under the Companies Act 1965, and therefore the Finance Ministry referred the matter to the Companies Commission Malaysia," he said in a written reply at the parliament today.

Najib, who is also Finance Minister was answering a question from Wee Choo Keong (PKR-Wangsa Maju) who wanted to know what action had been taken and will be taken by the SC on the report made by the minority shareholder group.

The report had alleged that the UHB Board of Directors had failed to follow SC regulation in relation to a piece of land in Sabah and on their action to get funds amounting to RM21 million from UHB to buy the shares of Good Honest International Ltd (in China) where the shares were not issued.

Najib said that among the issues being investigated by the CCM was the disposal of UHB shares in Unico Desa Plantations Bhd (UDP) between 2001 and 2002 till the share of UHB in UDP was diluted from 42.15 per cent to 28.99 per cent.

"Investigations carried out by CCM found that there were no evidence to support the claims that the directors of UHB had received any profit from the disposal of the shares and were of of the opinion that the disposal was only a commercial or business decision," he said.

Nevertheless, CCM is looking into the angle of whether the parties had failed to declare to the authorities or company on the substantial changes in shareholding such as required by the Companies Act 1965.

Another issue was the proposal for capital reduction. UHB through a repayment exercise involving shareholders of 256 million ordinary shares priced at RM0.25 each in UDP at the rate of 2,560 UDP shares for every 1,000 UHB shares held by the shareholders.

"CCM has investigated including getting feedback from UHB company secretary and has found that the said capital reduction proposal had not been completed and that it would require court permission as required under the Companies Act 1965," he said.

Apart from that, the issue of financial aid given to a director for investment purpose in China was also investigated, Najib said.

The financial assistance was allegedly given by Shanghai Orchid Garden Property Development Co. Ltd, an overseas subdisiary company of UHB," he said.

He said CCM was investigating the matter further considering that it involved a highly complicated legal issue and the director involved was also no longer listed as director of the company. -- BERNAMA

* Share from : NST Online UHB directors did not breach securities law


CCM still probing 3 cases against Unico Holdings
Written by Financial Daily     Friday, 02 April 2010 10:50

KUALA LUMPUR: The Companies Commission of Malaysia (CCM) is currently investigating three cases involving Unico Holdings Bhd, including the disposal of shares, a capital reduction proposal and a RM21 million loan, the finance ministry told parliament yesterday.

Finance Minister Datuk Seri Najib Razak, in a written reply to Wee Choo Keong (Wangsa Maju-PKR), said the CCM was still investigating the RM21 million “financial assistance” allegedly given by Unico Holdings’s China-based subsidiary Shanghai Orchid Garden Property Development Co Ltd to purportedly purchase shares in another China company, Good Honest International Ltd, whose shares were allegedly not issued.

“CCM is still conducting further investigations into this matter as it involves complicated legal issues and at the material time, the director involved had ceased to be listed as the company’s director,” Najib (Pekan-BN) said.

According to the written reply, CCM was investigating two other complaints, the first of which involve the disposal of Unico Holdings’ stake in Unico Desa Plantations Bhd between 2001 and 2002 which resulted in a dilution of shareholding from 42.15% to 28.99%.

“CCM’s investigations found no proof to support the allegation that Unico Holdings’ directors had received profit from the disposal of shares. CCM is of the view that the disposal was merely a business decision,” Najib said.

The prime minister added that CCM is still investigating the matter to determine whether there was failure on the part of the directors in making the required announcements regarding the changes in substantial shareholding as stipulated in the Companies Act 1965.

On the other case, Najib said CCM was still investigating the proposed capital reduction by Unico Holdings by reimbursing shareholders with 256 million ordinary shares in Unico Desa Plantations worth 25 sen each, with 2,560 Unico Desa Plantations shares for every 1,000 Unico Holdings shares held.

Najib added that CCM had already obtained feedback from Unico Holdings’ company secretary and found that the capital reduction proposal had yet to be completed and needed court approval, as required by Section 64 of the Companies Act 1965.

In his reply, Najib also noted that the Securities Commission had studied both complaints and found that it did not reveal any violation of securities legislation but revealed issues under the Companies Act 1965.

The finance ministry then forwarded the eases to CCM for further investigation, Najib added.

This article appeared in The Edge Financial Daily, April 2, 2010.

SSM siasat Unico Holdings
Utusan Malaysia Online   2 April 2010

KUALA LUMPUR 1 April - Datuk Seri Najib Tun Razak berkata, Suruhanjaya Syarikat Malaysia (SSM) sedang menyiasat dakwaan wujud pelanggaran undang-undang oleh lembaga pengarah syarikat pemaju hartanah, Unico Holdings Berhad (UHB).

Perdana Menteri berkata, siasatan itu melibatkan tiga isu iaitu sama ada lembaga pengarah gagal mendedahkan kepada pihak berwajib atau UHP mengenai perubahan pegangan substansial dalam Unico Desa Plantations Berhad (UDP) seperti yang dikehendaki Akta Syarikat 1965.

Beliau berkata, isu lain melibatkan cadangan penurunan modal UHB melalui pembayaran semula kepada pemegang saham melibatkan 256 juta saham biasa.

''Isu ketiga membabitkan bantuan kewangan kepada seorang pengarah UHB bagi tujuan pelaburan di China," katanya dalam jawapan bertulis kepada soalan Wee Choo Keong (PKR-Wangsa Maju) pada sidang Dewan Rakyat hari ini.

Choo Keong bertanyakan tindakan yang akan diambil oleh Suruhanjaya Sekuriti (SC) berhubung laporan sekumpulan pemilik saham minoriti UHB terhadap lembaga pengarah syarikat itu yang didakwa gagal mematuhi peraturan suruhanjaya terbabit berhubung pemilikan sebidang tanah di Sabah dan langkah mendapatkan pinjaman bagi membeli saham sebuah syarikat di China.

Najib yang juga Menteri Kewangan berkata, SC telah menyiasat dakwaan pemilik saham minoriti itu tetapi mendapati tidak terdapat sebarang percanggahan daripada segi undang-undang sekuriti.

Meskipun isu-isu yang dibangkitkan oleh pengadu tidak mendedahkan salah laku di bawah bidang kuasa SC, katanya, masih terdapat isu-isu yang perlu disiasat oleh SSM di bawah Akta Syarikat.