Source:
https://scmp.com/article/115018/regent-legal-bid-liquidate-thai-fund

Regent in legal bid to liquidate Thai Fund

REGENT Fund Management is to launch a legal bid to have the Thai-Asia Fund liquidated.

The attempt will be made under Cayman Islands laws which protect the rights of minority shareholders from oppression by major shareholders. Regent will also seek to have an examiner appointed to probe the actions of fund directors and advisers.

Regent chairman Jim Mellon said the board of Thai-Asia Fund had given a series of inconsistent answers on its reasons for suspending a share buy-back programme aimed at narrowing the gap between the lower price of Thai-Asia Fund shares and the net asset value of the underlying Thai shares at an extraordinary general meeting (EGM) on Wednesday.

'We basically went to the EGM to gather evidence to support our claim that minorities are being treated unfairly, we knew our resolutions would be rejected,' he said.

'We took two lawyers with us and we have gathered a great deal of evidence.' Funds managed by Regent own just under 20 per cent of the fund while Heung Kit-chau, a well-known investor, owns 34.9 per cent.

Regent had requisitioned the EGM to demand that share repurchases should be restarted, that any change in investment adviser be announced along with details of the adviser and its ownership and that shareholder approval be gained for future changes of adviser.

Regent saw two out of its three resolutions defeated by a margin of about 63 per cent of votes cast to 37 per cent. About 29 million out of 50 million shares were voted in all. Resolutions demanding a repurchase restart and that shareholders be informed of any change in investment adviser including ownership details were rejected.

A resolution that shareholders at a general meeting be asked to approve any proposed change in investment adviser was passed.

Despite the defeat, Regent is continuing its attack on the running of the Thai fund. Regent's petition for liquidation is likely to focus on the links between Mr Heung and the board of the Thai fund.

Mr Mellon said Mr Heung had been consulted on a change of investment advisers while other shareholders were not.

'Another company was offered the investment adviser's job and they told us that Mr Heung was consulted. If it is true, it is illegal.' Mr Mellon accused the board of changing its story on why share repurchases stopped. 'In a letter to us on January 26 they linked it to the fact that no shareholder can own over 35 per cent without making a general offer. But the circular on February 17 says the directors have to treat every shareholder the same.' A copy of the January 26 letter passed to Business Post stated a waiver from the trigger level condition was being sought from the exchange. Mr Mellon said this strengthened Regent's case that the board was not treating shareholders equally.

He said according to circulars this year, share repurchases were only successful in the short term.

'But that is not what they said last August,' he said.

In a circular to shareholders on August 8, the board stated: 'In 1992 a share repurchase programme was begun which provided success in reducing the discount to an average trading discount ranging from 30 to 38 per cent.

'Before the repurchase scheme the trading discount had been as high as 49 per cent. When shares are repurchased by the company at a discount and cancelled, the net asset value of the remaining shares is increased for every remaining shareholder.'