THE Court of Appeals (CA) has ruled in favor of the Singaporean investors of Alliance Select Food International Inc. against the firm’s directors in a year-long internal conflict involving the dilution of the Singaporeans’ interests in the tuna cannery.
In a disclosure to the Philippine Stock Exchange, Alliance Select said the CA issued a temporary restraining order (TRO) “to reverse and set aside the Pasig Regional Trial Court (RTC) Resolution” which dismissed the complaint of the Singaporean investors against Alliance Select’s directors and corporate secretary.
The Singaporean complainants include Harvest All Investment Limited, Victory Fund Limited, Bondeast Private Limited, Albert Hong Hin Kay, and Hedy C. Yap Chua, who individually filed a “petition for review” before the CA on September 10 regarding Pasig RTC’s dismissal of the group’s case against Alliance Select officials.
Through the petition for review, the group prayed for a “writ of preliminary mandatory injunction, and TRO or writ of preliminary injunction” against Alliance Select, which the CA granted on Wednesday.
“Earlier today, the company disclosed that it received a resolution dated December 15, 2015 from the Court of Appeals (Third Division), granting the petitioners’ plea for the issuance of a temporary restraining order (TRO), effective for a period of 60 days from notice, enjoining the parties to maintain and preserve the status quo pending resolution of this petition for review,” the disclosure read.
“The CA ordered that a TRO be issued in favor of the petitioners after posting a bond in the amount of P1 million,” it added.
“Now therefore, pursuant to the said resolution, you and all officials acting under your authority and control, are enjoined to maintain and preserve the status quo pending resolution of this petition for review,’” the TRO received by Alliance Select on Wednesday read.
The court ordered the company to defer its annual stockholders’ meeting on December 16.
“The company will take all appropriate actions for the protection of the corporate interest,” Alliance Select said in the same disclosure.
It was recalled that before the conflict, the Singaporeans held a 34-percent minority stake in Alliance Select which entitled both Albert Hong Hin Kay and Hedy Yap-Chua two seats as independent directors.
The problem started when the company accepted a $12.9-million purchase deal last year involving 500 million unissued shares with investment fund Strong Oak. The transaction diluted the shares of existing investors.
The Singaporeans’ stake was reduced to 24 percent from 34 percent, and Albert Hong Hin Kay was removed as independent director.
Alliance Select also conducted a P1-billion stock rights offer last August, which the Singaporean investors claimed to have been done without due consultation and the permission of independent directors.
The share sale again diluted the Singaporeans’ stake to 12 percent.
Formerly Alliance Tuna International Inc., Alliance Select was incorporated in 2003 as a seafood processor which exports canned seafood products to Europe, North America, Asia, Africa and South America. Its products include institutional and retail packed canned tuna, smoked salmon, salmon by-products and fishmeal.