공시 • Jul 06
MAA Group Berhad Serves with a Sealed Copy of A Writ of Summons Dated 3 July 2021 from the Plaintiff
MAA GROUP BERHAD announce that the Company on 5 July 2021 has been served with a sealed copy of a Writ of Summons dated 3 July 2021 from the Plaintiff together with the Notice of Application dated 3 July 2021 and Affidavit in Support of Sarin Sahadev Mohan Swami affirmed on 2 July 2021. The Plaintiff’s claim against the 1st Defendant and 2nd Defendant is inter alia for breach of contract and/or duty of care and/or good faith as lender and/or charge in respect of 132,151,497 ordinary shares in the 5th Defendant held as security and/or by way of charge by the 1st Defendant, and owned at all material times by Plaintiff (“the Shares”), pursuant to a Share Charge dated 20-4-2008 and a Charge Supplement dated 28-10-2015, arising out of and/or in connection with the 1st Defendant’s and/or 2nd Defendant’s sale and/or disposal of the Shares to the 3rd Defendant at below market value and/or at an undervalue, pursuant to a Share Sale and Purchase Agreement entered into between the 2nd Defendant and 3rd Defendant on 22-6-2021 (“Share Sale and Purchase Agreement”) to acquire the Shares, without reasonable or any notice to the Plaintiff, and contrary to and/or in breach of the representations and/or agreement by Abdulla Taleb made for and on behalf of the 1st Defendant and/or 2nd Defendant to the Plaintiff for inter alia the redemption inter alia of the Shares by the Plaintiff (“the Agreement”) and/or giving rise to an estoppel against the sale and transfer of the Shares to the 3rd Defendant. Consequent thereto, the Plaintiff has initiated a Writ of Summons against MAAG seeking: A Declaration that the 1st Defendant and/or 2nd Defendant are in wilful default and/or in breach of duty in law of their duties as lender and/or chargee, in respect of the sale, disposal and/or dealings with the Shares; A Declaration that 1st to 4th Defendants have acted in concert and/or have conspired to cause disadvantage and/or unfair prejudice and/or oppression to the minority shareholders of the 5th Defendant and the Plaintiff; A Declaration that the 4th Defendant was in conflict of his duties and his interest, which resulted in prejudice and detriment to the Plaintiff; A Declaration that the sale of the Shares in the 5th Defendant by the 1st Defendant and/or 2nd Defendant to the 3rd Defendant on or about 22-6-2021 is null, void, invalid and/or rescinded; A Declaration that the transfer of the Shares in the 5th Defendant from the 1st Defendant and/or 2nd Defendant to the 3rd Defendant on or about 22-6-2021 is null, void, invalid and/or rescinded; An Order that the registration and/or instrument recording the sale and/or transfer of the Shares from the 1st Defendant and/or 2nd Defendant to the 3rd Defendant in the Register of Members of the 5th Defendant be cancelled; Alternatively, an Order that:-a) the Register of Members of the 5th Defendant be rectified within seven (7) days from the date of this Order, to reverse the sale of the Shares of the 5th Defendant by the 1st Defendant and/or 2nd Defendant to the 3rd Defendant; and b) the Register of Members of the 5th Defendant be rectified within seven (7) days of the date of this Order, to delete the registration of the Shares in the name of the 3rd Defendant. An Order for the specific performance of the Agreement between the 1st Defendant and/or 2nd Defendant and the Plaintiff, for the redemption of the Shares and all other shares and/or security offered by the Plaintiff to the 1st Defendant and/or 2nd Defendant for the facility granted to the Plaintiff; An Order that the transfer of the Shares from the 1st Defendant and/or 2nd Defendant to the 3rd Defendant in the Record of Depositors of the 5th Defendant and instruments recording such sale and/or transfer be cancelled; An Order that the 3rd Defendant, whether by themselves, their directors, officers, servants and/or agents or otherwise howsoever, be restrained and an injunction be granted restraining them from selling, transferring, pledging, exercising any rights including voting rights, or howsoever dealing with the Shares in the 3rd Defendant’s name; An Order that the 3rd Defendant, whether by themselves, their directors, officers, servants and/or agents or otherwise howsoever, be restrained and an injunction be granted restraining them from taking steps in any manner whatsoever under the Notice of Unconditional Mandatory Take-Over Offer to acquire shares in the 5th Defendant other than the Shares; An Order that the 1st Defendant and the 2nd Defendant, whether by themselves, their directors, officers, servants and/or agents or otherwise howsoever, be restrained and an injunction be granted restraining them from exercising any and/or all rights of sale, disposal, assignment and/or enforcement howsoever, over all other shares and/or assets taken as security for the facility granted to the Plaintiff. An Order that the Shares be transferred and registered in the Plaintiff’s name; Damages against all Defendants; Interest on damages payable by the Defendants at such rate and for such period as this Honourable Court deems fit; Costs; and Such other orders and relief that this Honourable Court deems fit. The application is fixed for hearing on 7 July 2021 by way of e-review. The Company is seeking legal advice in respect of this matter and will make the necessary announcement as and when there are further developments in relation thereto.