KUALA LUMPUR: The latest development at Kumpulan Jetson Bhd has raised more questions than answers.

Last Tuesday, certain Jetson shareholders, including the company’s managing director Datuk Teh Kian An, called for an extraordinary general meeting (EGM) to remove the company’s non-executive director Chow Kee Kin who is deemed to be in the Naza brothers’ camp.

The possible motive behind the requisitionists calling the EGM is intriguing.

If indeed the Naza brothers — Sheikh Mohd Nasarudin Nasimuddin and Sheikh Mohd Faliq Sheikh Mohamad Nasimuddin Kamal — were planning to sell out from Jetson as widely speculated, why was an EGM to remove Chow necessary?

Should there be an understanding in the board, between Teh’s camp and the Naza brothers, that the latter would play a passive role in the company pending their exit, the board could press for Chow’s resignation or Chow could voluntarily resign from the board without having to go through an EGM.

Chow, Nasarudin and Faliq were already redesignated as non-executive directors earlier this month after relinquishing their executive positions in Jetson.

Chow, who was the group chief financial officer of Naza Motor Trading Sdn Bhd between 2006 and 2009, joined Jetson as executive director on Nov 30, 2009, the same time that Nasarudin and Faliq were appointed to Jetson’s board as chairman and vice-chairman (with executive roles).

The Naza brothers made corporate headlines for acquiring a major stake in Jetson in August last year. But shortly thereafter, several things happened which led to speculation that not all was well between the new shareholder and the incumbent management in Jetson.

For instance, a few months after the Naza brothers’ bought into Jetson, Chow had also acquired 2.6 million shares (now 4.36%) in Jetson in April and May.

Certain quarters had alleged then that Chow’s stake triggered a general offer exercise if he had acted in concert with the Naza brothers. But Jetson told Bursa that Chow and the Naza brothers were not acting in concert. Nothing has been forthcoming from the regulators on this matter so far.

Subsequently in August and September, Naza terminated a joint venture with Jetson on the Matrade Centre project as well as a job given earlier to Jetson to construct its Platinum Park developments near KLCC. This effectively confirmed speculation that the Naza brothers were not on agreeable terms with the incumbent parties at Jetson led by Teh.

The calling of the EGM by shareholders including Teh raises questions if the Naza brothers have changed their mind and aren’t planning to exit from Jetson. The fact remains that the Naza brothers are still the largest shareholders of Jetson. It could also be that Chow is not a party in agreement with the orderly exit of the Naza brothers.

Should the EGM be held, it will be interesting to see if a proxy war develops between Teh’s camp and the Naza brothers over the removal of Chow.

The Naza brothers via their private vehicle Superior Pavilion Sdn Bhd bought 17.5 million shares or 33.2% stake in Jetson in August last year, for RM12.3 million. Their stakes has since diluted to about 28.9% after Jetson placed out some new shares late last year and following some conversion of Jetson’s irredeemable unsecured convertible loan stocks (ICULS) into shares.

Including Nasarudin’s direct holdings of 175,300 shares, the Naza brothers’ total holdings in Jetson remained at 17.68 million shares currently. Jetson’s total issued shares were 59.66 million as at June 30.

For Chow, although he had 527,900 Jetson shares forced-sold by Kenanga Investment Bank between late August and late September, he still holds 2.07 million shares in the company as at Sept 20.

On the other hand, the requisitionists of the EGM seem to have lesser shares in Jetson than the Naza brothers.

The requisitionists comprise Adiljaya Sdn Bhd, Citigroup Nominees (Tempatan) Sdn Bhd (Pledged Securities Account for Tee Chee Beng), Teh Kian An, Leng Ah Chu, Tee Chee Beng, Tee Keng Kok, K K Tee Holdings Sdn Bhd, Teh Tiong, Teh Siow Wee, and Citigroup Nominees (Tempatan) Sdn Bhd (Pledged Securities Account for Teh Kian An).

Based on Jetson’s FY2009 annual report that lists out the company’s top 30 shareholders as at April 23, 2010, the requisitionists owned 6.46 million shares (including Teh’s latest shareholdings), 1.72 million ICULS and 586,472 warrants.

If the requisitionists were to go head on against the Naza brothers, it would be crucial for them to get the support of Jetson’s long time shareholder Next Peak Assets Ltd (BVI-based), which held 9.5 million shares in Jetson as at June 29. Next Peak is believed to be a private vehicle of Leng Ah Chu, one of the requisitionists of the EGM.

Nonetheless, there is still a possibility that the Naza brothers may opt out of voting in the EGM, as Chow was deemed “not acting in concert” with the brothers in his controversial share-purchase in Jetson few months ago. So is this a move against Chow or a proxy fight between Teh and Naza brothers?


This article appeared in The Edge Financial Daily, October 21, 2010.