Singapore shareholders appeal case dismissal vs Alliance Select


SINGAPOREAN minority stakeholders of local seafood processor Alliance Select Foods Inc. have filed a petition for review of the dismissal by the Pasig Regional Trial Court (RTC) of their case against the listed firm concerning its moves leading to the dilution of their shareholdings in the company.

The petitioners are Harvest All Investment Limited, Victory Fund Limited, Bondeast Private Limited, Albert Hong Hin Kay and board director Hedy C. Yap-Chua.

“Harvest All et al filed the subject Petition for Review to reverse and set aside the RTC Resolution dismissing the complaint,” Alliance Select said in a disclosure to the Philippine Stock Exchange (PSE).

In early August this year, Harvest All et al filed a complaint — with an application for an issuance of Writ of Preliminary Mandatory Injunction and Temporary Restraining Order (TRO) — to the Pasig RTC against Alliance Select and its directors and corporate secretary.

Under the complaint, the Singaporean minority shareholders asked the Pasig RTC to restrain Alliance Select from carrying out its planned stock rights offering of P1 billion before its annual stockholders meeting scheduled in October.

The stock rights offer was already capped off, which ran from August 17 to 26. The board scheduled the Alliance Select annual stockholders meeting on November 17, with a record date of the rights offer on October 20.

The Singaporean parties had asked the court to revoke the stock rights offer and move it to a later date after the stockholders meeting, which would allow the shareholders to approve or disapprove the share sale.

They said the rights offer would translate to a further dilution of their interests in the company.

Despite filing a complaint in August, Harvest All et al was denied by the Pasig RTC of its the prayer for an TRO. The Pasig RTC said that the group of Singaporean stakeholders “failed to show that it had a clear and unmistakable right that was or would be violated by the conduct of annual stockholders’ meeting after the stock rights offering.”

“The Pasig RTC noted that the TRO is unwarranted because Harvest All et al were granted the right to subscribe to the stock rights offering to prevent the dilution of shareholdings and voting rights feared by Harvest All et al.,” the company said in the disclosure.

After presentation of evidences, the Pasig RTC dismissed the complaint on August 24 for the “lack of jurisdiction over the subject matter of the case due to Harvest All et al’s failure to pay the correct filing fees.”

In the first quarter of the year, Alliance Select doubled its authorized capital stock to P3 billion to raise funds for the company’s “expansion and working capital.”

Only board director Hedy Chua opposed the capital raising, while the rest of the board approved the doubling of the authorized capital stock.

This diluted the minority’s interest into half — on the Singaporeans’ side, this meant their stake fell to 12 percent from 24 percent earlier.

Formerly Alliance Tuna International Inc., Alliance Select was incorporated in 2003 as a seafood processor which exports its 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 fish meal that contains tuna loins and other fish parts.

The company has a main cannery facility in General Santos City through New Zealand joint venture Big Glory Bay Salmon and Seafood, and is present globally via international subsidiaries in the United States, Thailand, Indonesia and New Zealand.


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