Bursa Malaysia Securities Berhad (Bursa Malaysia Securities) has publicly reprimanded Petrol One Resources Berhad (PETONE) for breaching paragraphs 9.03(1) and 9.04(l) of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR) read together with paragraph 2.1(d) of Practice Note 1 (PN1) for failing to make an immediate announcement in respect of the default in payments by PETONE and its wholly-owned subsidiary, Arus Dermaga Sdn. Bhd. (ADSB).
Paragraphs 9.03(1) and 9.04(l) of the Main LR read together with paragraph 2.1(d) of PN1 states that a listed issuer is required to immediately announce to the Exchange, irrespective of whether a demand has been made to the listed issuer, its subsidiaries or associated companies, as the case maybe, of default in payments of either interest, principal sums or both in respect of a credit facility where the total amount outstanding of the defaulted credit facility is 5% or more of the net assets of the listed issuer based on the latest published or announced financial statements.
The public reprimand was imposed pursuant to paragraph 16.19(1) of the Main LR after taking into consideration all facts and circumstances of the matter including the fact that PETONE had previously breached the listing requirements and upon completion of due process.
While Bursa Malaysia Securities has not found any of PETONE’s directors to have caused or permitted the breach by the company, Bursa Malaysia Securities wishes to highlight that it is the duty of the directors to maintain appropriate standards of responsibility and accountability in ensuring compliance of the Main LR. The Board of Directors of PETONE at the material time was as follows:-
Bursa Malaysia Securities views the contravention seriously and has reminded PETONE and its Board of Directors of their obligation to uphold appropriate standards of responsibility and accountability to shareholders and the investing public.
ADSB and PETONE had defaulted in the term loan facilities granted by RHB Bank (L) Ltd and RHB Bank Berhad (collectively known as RHB) on 31 March 2010 and 31 January 2011 respectively. However, PETONE only announced the default in payments on 13 June 2012. The total amount outstanding of the defaulted credit facilities to RHB as at 31 December 2011 was RM83,406,269 which represented 249.5% of the company’s net assets of RM28.323 million and 62% of the company’s total borrowing of RM134.456 million as at 30 September 2011.PETONE represented that RHB had granted abeyance to ADSB and PETONE in respect of the loan repayments while PETONE tried to restructure the loan. However, the fact remains that ADSB and PETONE had defaulted in payments to RHB. The abeyance and/or negotiation to restructure the loan was merely a step taken to address the default and did not unwind the occurrence of an event of default where an immediate announcement was required in accordance with PN1.