|Description||KUALA LUMPUR HIGH COURT SUIT NO. WA-22NCC-485-09/2022|
CONTRAVES ADVANCED DEVICES SDN BHD AND CONTRAVES ELECTRODYNAMICS SDN BHD
1. BOUSTEAD NAVAL SHIPYARD SDN BHD
2. BOUSTEAD HEAVY INDUSTRIES CORPORATION BERHAD
3. BHIC DEFENCE TECHNOLOGIES SDN BHD
4. (DR.) SALIHIN ABANG
5. VICE ADMIRAL DATO’ SYED ZAHIRUDDIN PUTRA SYED OSMAN (RETIRED)
The Board of Directors (“Board”) of Boustead Holdings Berhad (“BHB” or “the Company”) wishes to announce that on 27 September 2022, Messrs. Ranjit Ooi & Robert Low, the Solicitors representing Contraves Advanced Devices Sdn Bhd (“CAD”) and Contraves Electrodynamics Sdn Bhd (“CED”) has filed a Writ of Summons and Statement of Claim (Kuala Lumpur High Court Suit No. WA-22NCC-485-09/2022) (“WSSC”) against the Company’s subsidiaries, Boustead Naval Shipyard Sdn Bhd (“BNS”), Boustead Heavy Industries Corporation Berhad (“BHIC”), BHIC Defence Technologies Sdn Bhd (“BHICDT”), (Dr.) Salihin Abang (“(Dr.) Salihin”) (a Nominee Director of BHICDT in CAD and CED) and Vice Admiral Dato’ Syed Zahiruddin Putra Syed Osman (Retired) (“Dato’ Syed Zahiruddin”) (a Nominee Director of BHICDT in CAD) (BNS, BHIC, BHICDT, (Dr.) Salihin and Dato’ Syed Zahiruddin are collectively known as the “Defendants”). Messrs Lim Chee Wee Partnership has been appointed to represent BNS, BHIC and BHICDT in the suit.
The details of the said Writ of Summons and Statement of Claim WSSC are set out below:
1. Date of filing and service of the WSSC
The WSSC was filed on 27 September 2022 and was served on BHIC and BHICDT on 30 September 2022, respectively. BNS and (Dr). Salihin were served with the WSSC on 3 October 2022. As at the date of this announcement, Dato’ Syed Zahiruddin has yet to be served with the WSSC.
2. Background of the Defendants and Plaintiffs
CAD was incorporated in Malaysia on 27 October 1983 as a private limited company under the laws of Malaysia. CAD is a 51%:49% joint venture company between BHICDT and RD Investment AG (“RDI”). The issued share capital of CAD is RM5,000,000 comprising of 5,000,000 ordinary shares.
The principal activity of CAD is manufacturing of industrial Printed Circuit Board Assemblies (PCBAs) and box-build assemblies, production of modules, electronic sub-assemblies, antenna and electronic time relays for the automotive industry, assembly of semi-rigid and flexible RF cables and service, maintenance and supply of defence and aerospace equipment.
The Directors of CAD are (Dr.) Salihin and Dato’ Syed Zahiruddin, both nominated by BHICDT, Gordon Douglas Hargreave and Frank Theodor Hoffman, both nominated by RDI.
CED was incorporated in Malaysia on 23 February 2012 as a private limited company under the laws of Malaysia. CED is a wholly owned subsidiary of CAD. The issued share capital of CED is RM1,000,000 comprising of 1,000,000 ordinary shares.
The principal activity of CED consist of research and development and commercialisation of the solutions Aircraft System, Electro-Optic System, Naval Combat Management System and provision of implementation, maintenance and technical services related to the solutions for Aircraft System, Electro-Optic System and Naval Combat Management System.
The Directors of CED are (Dr.) Salihin and Gordon Douglas Hargreave.
BNS was incorporated in Malaysia on 13 June 1990 as a private limited company under the laws of Malaysia. The shareholders of BNS are BHB, Lembaga Tabung Angkatan Tentera (“LTAT”) and Perstim Industries Sdn Bhd, a wholly owned subsidiary of BHIC, with 68.85%, 10.38%, 20.77% equity interest in BNS respectively and one (1) unit of Special Share held by the Minister of Finance. The issued share capital of BNS is RM130,000,003 comprising of 130,000,003 ordinary shares.
The principal activities of BNS are construction, repair and maintenance of naval ships, weapons and electronics, design and engineering, fabrication of steel structures and commercial shipbuilding.
The Directors of BNS are Dato’ Ahmad Nazim Abd Rahman (“Dato’ Ahmad Nazim”), Izaddeen Daud, Laksamana Tan Sri Mohd Reza Mohd Sany, Tan Sri Dato’ Wira Aziah Ali (“Tan Sri Aziah”) and Encik Faisal @ Pisal Abdul Ghani.
BHIC is a public limited liability company incorporated in Malaysia on 9 September 1971 under the laws of Malaysia and listed on the Main Market of Bursa Malaysia Securities Berhad. The substantial shareholders of BHIC are BHB and LTAT. The issued share capital of BHIC is RM248,457,614 comprising of 248,457,614 ordinary shares.
BHIC is an investment holding company. The Directors of BHIC are Dato’ Maznah Abdul Jalil (“Dato’ Maznah”), Rozi Baharudin, Tan Sri Aziah, (Dr.) Salihin, Dato’ Syed Zahiruddin, Hajah Saadatul Nafisah Bashir Ahmad, Izaddeen Daud, Datuk Norliza Abdul Rahim, Dato’ Sri Mohammed Shazalli Ramly, Dato’ Ahmad Nazim, Datuk Haji Nasarruddin Dato’ M Zin and Irfan Hashim (Alternate Director to Dato’ Ahmad Nazim).
BHICDT was incorporated in Malaysia on 27 June 1996 as a private limited company under the laws of Malaysia. BHICDT is a wholly owned subsidiary of Boustead Penang Shipyard Sdn Bhd, which in turn is a wholly owned subsidiary of BHIC. The issued share capital of BHICDT is RM36,579,282 comprising of 36,579,282 ordinary shares.
BHICDT is an investment holding company. The Directors of BHICDT are Dato’ Maznah and Sharifuddin Md Zaini Al-Manaf.
3. The particulars of the WSSC, including the amount claimed and the interest rate
Under the WSSC, the Plaintiffs are seeking for the following:
i. A declaration that the 12 letters of award (“LOAs”) to the Plaintiffs, from BNS, pertaining to, amongst others, procurement, engineering, integration and supply of combat management system, fire control, communication system, ammunition, radars, torpedos and missiles in relation to the contract for the design, construct, equip, install, commission, integrate, test, trials and delivery of the 6 (six) Second Generation Patrol Vessels with Littoral Combat Ships capability for the Royal Malaysian Navy (“LCS Project”) are not void and/or are valid and subsisting;
ii. An order that BNS pays CAD the following alleged outstanding amounts:
a. Ringgit Malaysia (RM) 880,068.21;
b. Euro 39,871,994.66;
c. Great Britain Pound 3,784,937.02; and
d. Swedish Krona 55,938,157.90.
iii. An order that BNS pays CED the alleged outstanding amount of RM216,652,305.94;
iv. An order by way of specific performance of the 12 LOAs;
v. Damages in lieu of and/or in addition to the specific performance to be assessed by the Court; alternatively, damages to be assessed and/or sums to be determined for quantum meruit;
vi. A declaration that (Dr.) Salihin and/or Dato’ Syed Zahiruddin have allegedly breached their fiduciary duties and/or common law duties and/or statutory duties owed to the Plaintiffs under the provisions of Companies Act 2016 (“CA 2016”) including but not limited to sections 213, 217 and 218;
vii. A declaration that BNS and/or BHIC and/or BHICDT had allegedly dishonestly assisted and/or aided and abetted and/or was an accessory to (Dr.) Salihin’s and/or Dato’ Syed Zahiruddin’s alleged breach of their respective fiduciary duties and/or common law duties and/or statutory duties owed to the Plaintiffs under the provision of CA 2016;
viii. A declaration that the Defendants had allegedly wrongfully conspired and/or combined with each other and/or acted in concert to injure and/or defraud the Plaintiffs;
ix. A declaration that the Defendants had allegedly wrongfully procured and/or induced any or all CAD’s and/or CED’s Original Equipment Manufacturers (“OEMs”) under the LCS Project to breach the OEM’s respective LOAs with CAD and/or CED and/or unlawfully interfered with the actions of any or all CAD’s and/or CED’s OEMs and/or the OEM’s respective LOAs with CAD and/or CED;
x. An injunction to restrain the Defendants whether by itself/himself, its directors, agents, servants, nominees or otherwise howsoever from continuing with the alleged breach and/or assistance of the alleged breach of (Dr.) Salihin’s and/or Dato’ Syed Zahiruddin’s respective fiduciary duties and/or common law duties and/or statutory duties owed to the Plaintiffs under the provisions of CA 2016 including but not limited to sections 213, 217 and 218 owed to CAD and/or CED;
xi. An injunction to restrain BNS and/or BHIC and/or BHICDT whether by itself, its directors, agents, servants, nominees or otherwise howsoever from directly communicating and/or contracting with CAD’s and/or CED’s OEMs under the LCS Project in connection with and for purposes of any of the scope of work under the 12 LOAs for the LCS Project;
xii. An injunction to restrain (Dr.) Salihin and/or Dato’ Syed Zahiruddin whether by himself, his agents, servants, nominees or otherwise howsoeverfrom utilising, disclosing, distributing, propagating or otherwise howsoever from any internal documents and/or information of the Plaintiffs to any unauthorised persons and/or general public;
xiii. Damages, whether general and/or aggravated and/or exemplary and/or equitable to be accessed by the Court;
xiv. An order that the Defendants pay such damages as assessed together with the interest on the same to the Plaintiffs;
xv. Interest at such rate and for such period as the Court deems fit in respect of any sums awarded to the Plaintiffs until full and final settlement of such sums awarded;
xvi. Cost; and
xvii. Such further and/or other relief as the Court may deem fit and just to grant.
4. Statements by BHB and its Subsidiaries
BNS, BHIC and BHICDT categorically deny the allegations made by the Plaintiffs. The allegations are baseless, frivolous, vexatious and unjustifiable. The Boards of BNS, BHIC and BHICDT believe that the Plaintiffs’ claims are untenable and are therefore positive that the companies will prevail in this litigation.
The Case Management for the WSSC has been fixed for 11 October 2022.
Notwithstanding the above, BHB is currently assessing any financial and operational impact of the WSSC to the Group.
This announcement is dated 4 October 2022.
|Company Name||BOUSTEAD HOLDINGS BERHAD|
|Date Announced||04 Oct 2022|
|Category||General Announcement for PLC|