SBI Offshore appoints ousted chairman as interim CEO to keep RTO process going

CATALIST-LISTED SBI Offshore on Saturday reiterated reasons for why the nominating committee (NC) had decided to appoint Mirzan bin Mahathir as interim CEO, a mere three days after the annual general meeting where Mr Mirzan was not re-elected to the board.

These reasons include the fact that the company's management had raised concerns to the NC on the abrupt cessation of the executive chairman, especially given that Mr Mirzan has been overall in charge of the company's reverse takeover (RTO) of the Berlitz group of companies, and key professionals in the RTO have opined that his strategic input is "invaluable" to the continued RTO process.

The management thus believes that Mr Mirzan is instrumental in ensuring that the company is able to complete the outstanding matters relating to the RTO as well as to fulfill the company's legal obligations in relation to the deal.

Furthermore, if Mr Mirzan leaves, there will only be four employees left at the firm. "The company will be adversely understaffed. As such, the management had recommended to the NC to reengage Mr Mirzan for two months up to the end of August 2020, and proposed a revised remuneration of S$12,000 per month, to commensurate his continued contribution mainly to the RTO matters," it said.

The NC, after considering the importance of the RTO to the company and its shareholders, and the need for adequate staffing with proper experience to ensure proper running of a listed company, coupled with the unlikelihood of finding a replacement CEO in a short time with similar experiences and up-to-date knowledge of the ongoing RTO, as well as willingness to be engaged on a very short-term basis, decided to allow Mr Mirzan's appointment.

The RTO project is currently in an advanced stage, and Mr Mirzan has been deeply involved in leading commercial negotiations with the vendor and driving the transaction forward while SGX is assessing the pre-admission notification.

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The company's sponsor has no objection to the appointment of Mr Mirzan as the interim CEO.

Following the completion of the RTO, existing directors of the company will relinquish their positions as directors of the company. None of the company's personnel or employees, including Mr Mirzan, have been identified as executive officers of the enlarged group, and there are no discussions on the retention of service of existing personnel of the company, including Mr Mirzan, post-RTO.