- Prolexus vehemently denies any wrongdoing in recent allegations made against the Company of breaching the Malaysia Capital Markets and Services Act 2007 (CMSA) and rejects SMIB's demand for a Mandatory General Offer (MGO) to acquire remaining SMIB shares.
- The Group adheres to Malaysia's Capital Market guidelines in its SMIB investment and has maintained a strong governance record within the Company.
- Prolexus possesses sufficient shares (10.01%) in SMIB to request an EGM, questioning the current Board of Directors' (BOD) refusal in providing SMIB’s record of depositors and, therefore, frustrating Prolexus through Honsin Apparel Sdn Bhd and HIQ Media (Malaysia) Sdn Bhd in holding the meeting.
- The Group is confident the allegations are unfounded and without merit. The Company has confidence in Malaysia's Capital Market governance to safeguard shareholders’ rights and emphasises that the BOD's responsibility is to prioritise shareholders' interests rather than their own positions.
KUALA LUMPUR, 4th APRIL 2023 – Bursa Malaysia Main Market-listed apparel maker Prolexus Bhd (“Prolexus” or “Group”) strongly denied any wrongdoing in recent allegations that the Group had breached the Malaysia Capital Markets and Services Act 2007 (“CMSA”) and rejected the demand by South Malaysia Industries Berhad (“SMIB”) for a Mandatory General Offer (“MGO”) to acquire the remaining SMIB shares not held by the Group.
The Group wishes to state that all the allegations made by SMIB, particularly that it is acting in concert with other companies and individuals to acquire more than 33% equity stake in SMIB are untrue.
The Group reiterates its strict adherence to Malaysia's Capital Market guidelines in its investment in SMIB and has maintained an impeccable governance record within the Company.
In a statement, Prolexus Group Executive Director Mr Tan Eik Huang said, “We have always been committed in upholding the highest standards of compliance, corporate governance and ethical business practices, and our investment in SMIB is no exception. We deny any breach of the CMSA. The allegations are unfounded and without merit”.
Prolexus also highlighted that it possesses sufficient shares in SMIB via Honsin Apparel Sdn Bhd and HIQ Media (Malaysia) Sdn Bhd to request an Extraordinary General Meeting (EGM), questioning the current Board of Directors' (BOD) refusal in providing SMIB’s record of depositors and therefore, frustrating Prolexus through Honsin Apparel Sdn Bhd and HIQ Media (Malaysia) Sdn Bhd in holding the meeting.
According to the Companies Act 2016, Section 310(b), any shareholder with at least 10% of the Company’s issued share capital has the right to call for an EGM. As Prolexus holds 10.01% in SIMB, they are entitled to exercise this right.
As the matter is currently pending before the Court and all of SMIB’s allegations have been raised in the Court proceedings, Prolexus does not wish to comment further and shall leave the matter to be determined by the Court.
Despite the challenges and legal threats made by SMIB, Tan expressed his confidence in Malaysia's Capital Market governance to safeguard shareholders’ rights. He emphasised that the BOD owes a fiduciary duty to their shareholders and shall prioritise shareholders' interests.
The Group further stressed that it remains dedicated in safeguarding the rights of its shareholders and will continue to engage with the relevant authorities and professionals to resolve the situation fairly and transparently. The Group is confident that it will be vindicated by the outcome of the challenges and legal threats.
The Group also reserves its right to commence legal proceedings against SMIB and its BOD and all related parties for its false reporting.