Bro,
They don't have time to entertain you. If you can't elect your chairman, you are gameover

Jeffayn already refute all your points convincingly. You got to accept they are the big fish. They have done this type of corporate exercise many times. They can afford the best lawyer, consultant, accountant, company secretary in town. They won't make mistakes you can type it out in 3minutes. Remember all the cost for these lawyers, consultants etc are borne by the scheme, ie you the growers. They don't need to come up with a single cent.

If you all still do not have a lawyer by now, I wish you luck. You guys need lots of it

If you all still do not have a lawyer by now, I wish you luck. You guys need lots of it > THX.

I'D RATHER LET MY HORSE RUN THE RACE & COMMENT ON ITS PERFORMANCE AFTER THE RACE... RATHER THAN SAY MY HORSE DEFINITELY WILL LOSE SO NO USE ENTERING AT ALL.

REGARDLESS, YOUR OPINION/GOOD WISHES ARE APPRECIATED.

RIGHT NOW BEST PLAN IS THIS - ENTER THE VENUE & HAVE ALL DECLARE THAT THE MEETING BE DEEMED NULL & POSTPONED TO AN ALT DATE AS STATED BY MKHOR7.

AT LEAST A WEEK TILL AFTER CNY.

I am from pahang, so cannot join you all on the coming discussion group.

Please let me know what to do next, and I will give my support.

Btw, mine is a joint name with my mum, so if she cannot go for the 8/2 meeting, does she need to appoint me as her proxy?

It all boils down to PEOPLE's POWER.

Everybody, we need at least 25% voting proxies to be at the meeting to vote AGAINST. Deny PGCB the 75% required to pass resolution that will immediately terminate our CHGS and only get our money back, if they are "merciful", two years later.

First step at the meeting, demand to vote on who will be Chairman - need >50% votes to appoint own friendly Chairman
Next, demand to vote for adjournment - also need >50% votes to win this which can gives us more time and leverage.
If we fail to have the above, and already know by now how much vote in total we have.
Anyhow, we just need >25% to deny this termination proposal.

If only you are correct, unfortunately the wordings in the agreement favours them - Prorating only for Commencement year and Maturity year.
Terminating CHGS immediately ends the agreement.

Falsealias and mkhor7,

Yes, the battle is dependent on how many horses you have. In fact how many big horses you have (not small horses)

Let's assume the management has RM25 million. I think they should have 10% of the scheme. And they will make sure the RM25m will be there to vote.

To assume the role of chairman, you need RM25m + RM1. Do you guys have it ?

In the event you guys fail to take over the chairman's role, you still can stall the proposal by having 25% of the votes in the meeting. Your number of votes you require is about RM9 million. You guys should work towards this number. It seems attainable if you guys manage to contact more growers

The above numbers are just assumption. One of you shall go find out from the registrar the top 200-500 investors. How much total these 200-500 investors hold. What you guys need now is RM votes (big horses), not number of voters (small horses). Ask these big investors to attend your meeting. From there, you can gauge whether you guys have a fair chance. If most of them are "for" the proposal, then you already know the outcome

If you guys can find only those 1-2 lots investors to attend your meeting, then it is very difficult to get the RM votes

According to Section 7.21A of Bursa's Main Market Listing Requirement, it is a bad governance for listed companies to restrict certain type of people to become proxies and thus Bursa has prohibited listed companies to proxy restriction;
"Section 7.21A Qualification and rights of proxy to speak -
(1) A member of a company entitled to attend and vote at a meeting of a company, or at a meeting of any class of members of the company, shall be entitled to appoint any person as his proxy to attend and vote instead of the member at the meeting. There shall be no restriction as to the qualification of the proxy."

However, PGCB has a very bad governance that impose restriction on proxy as stated in the proxy form that "A Grower of CHGS entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy appointed must be a Grower of CHGS." This indicates PGCB has ill-intention and poor integrity and imposing a lot of restrictions for the Growers to vote in the meeting. Too bad PGCB is not a listed company or else it would be reprimanded and fine by Bursa Malaysia .

Good luck Growers, try your endeavour to defend your rights in the meeting. Hope justice will be served for the minority investors like us.

This post has been edited by kinwing: Jan 28 2013, 10:56 PM

Can we write in to PGCB to get all the growers contacts, thoose days when i work in share registrar got such things .
Not sure now .When have contacts we can screen go through the volume and get them to support .

FACT: THIS agreement is only profit base, and is not profit sharing



This clause is a brilliant one... it prevent very minority like 1 plot grower to combine plot into one newly form holding, where the holding able to bargain and wrestle with Tan Sri


The agreement is somewhat simple and easy to understand, no clause mention about termination only this
They key word is : Mutual
bear in mind growers, this is to grower advantage now...


here is the best and funniest part
grower advantage too because in your sign agreement the offerer actually agree will do the above for you, so if they does what they say, the 5 reason they say the plantation is not sustainable does not hold

However, this agreement got serious flaw
1- This is a business scheme, so profit comes along with risk of losses, but in this scheme there is no losses scenario. and what happen if losses happened. Does the grower need to add capital along if losses occur? In this agreement is not stated, so is safely assume this project is only profit and impossible to losses, since is not profit sharing basis, and this scheme is profiting from the participation of growers

The growers can make a case at lower limit line, where they ask CH continue to honor this agreement till the expiry @ min of 11% if CPO held above RM800 ( which seem impossible to drop below that)

2- In the web they telling at the end of agreement, the land maybe put on sale and earning distributed among growers... but this is definitely a no no in agreement..

This constitute to "fraud" level, because its clearly stated in agreement, is profit base, and no title owned, and you are not entitle to share earning with offerer company, and yet they put in their FAQ , "..The sales proceed will be equally divided to Growers based on the number of plot owned..."

The growers need a team of lawyers, not one good lawyers...

If grower able to vote for the first NO in the first meeting, I would really suggest the minority elected representative team to look into have a meeting with Yayasan Kelantan to play the politic card..... you never knows who is on whose side afterall....

The trustee is BHLB so I believe the CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) owned the list of all growers , please call them up and double check with them at Tel : 03-2084 8888

http://biz.thestar.com.my/news/story.asp?f...48&sec=business

If I am not wrong, you can go to the registrar / company secretary office and view the register with advance notice.

The fact that they sent out the notice with only 21 days notice and pick the eve of CNY holidays for meeting suggest that this is all pre-planned. It leaves very few options for the growers to react in such short time, and even fewer growers will attend. If you are in Sabah, Sarawak, East Coast, Penang, Kedah, Johor, I am sure very few of these growers will attend. Even if you are in Perak, NS and Melaka and choose to attend on the 8th, after the meeting at 10am your journey through PLUS highway back home will be horrible traffic jam ! That will again deter some from attending.

Another possible avenue would be for some grower to try to apply to the court for injunction/interim injunction. Don't know whether this is workable but again, that would involve a lawyer which cost money.

You should audit the managment company for any related party transactions..............

All these discussion of what to do etc is a waste of time.

Either you have 25% of the votes to scuttle the proposal or you have to accept whatever liquidation money they decide to give you, and it will probally below your investment cost.

Basically no need to discuss anymore, they are out to eat you alive, get as many people to attend and vote NO! That's basically all you all can do.

IMHO i think the management already have >50% votes (including proxy) in hand, otherwise they will not dare to propose such a termination and have the minorities shoot it down. I am sure they have all the time to prepare for everything and rigged the votes in your favour. If you are them, will you not do so?

This deal is very similar to the one done by Glenealy plantations recently, in which the minority shareholders stormed out after outvoted by the management...

This post has been edited by gark: Jan 29 2013, 09:58 AM

Only thing you CAN do is investigate related parties transaction fro manipulation and corrupt practices.
Maybe thats why their profits are low.

Not really, if you look at the FY13 proforma accounts, they have fantastic profit buried in the back pages of the proposal. Gross profits margin >50%, net profit margin >30%.

It's a fantastic business, why else do you think the owners want to take it private. They paint a bleak picture to 'entice' the minority shareholders to sell it to them...

This post has been edited by gark: Jan 29 2013, 10:07 AM

Thats why i asked earlier whether anyone looked at the accounts proper?

Painting a bleak picture based on doctored accounts is manipulation, misrep, and cheating.

Also if the real accounts shew good profits, they will have to pay out the agreed profits(yields), Unless
they doctored the accounts.

You dont have to sell if you dont want as i read in the agreemnet....both parties have to agree