PETALING JAYA: In a letter that had been sent to shareholders of Integrax Bhd less than two weeks before he sold almost all his shares in the port operator to Tenaga Nasional Bhd (TNB), Integrax executive director and co-chief executive Harun Halim Rasip indicated that he would relinquish the positions “some time in the near future”. However, there was nothing in the letter to suggest that TNB would be buying Harun’s 22% stake.

In fact, he told shareholders he had come up with a deal that would give the utility company extra capacity to store coal on land owned by Lekir Bulk Terminal Sdn Bhd (LBT), an Integrax subsidiary.

TNB is already bringing in coal through the terminal for its power plant nearby, and will need to finalise plans for the handling of more coal soon because it is building another coal-fired plant adjacent to the existing power station. The project is expected to be completed by March 2015.

In the four-page representation that was circulated to Integrax shareholders on March 11, Harun wrote: “I intend to resign as a director of the company and later as its CEO at some time in the near future in order to pursue the opportunities overseas that I was unable to pursue with the company.” Another Integrax director Datuk Onn Hamzah also informed shareholders that he would be stepping down from the board.

Harun Halim Rasip … ‘I started the company.’

The two men issued the representations after two shareholders related to the Perak government had notified Integrax in January that they would move resolutions at an EGM to remove Harun and Onn. It appears that this is linked to a bitter management tussle between Harun and his brother, Amin Halim Rasip, who is also executive director and co-chief executive of Integrax.

It is evident that the brothers no longer see eye to eye on how the company is run and its future direction. Soon after receiving notice from the Perak Corp companies, Integrax commenced legal action for the High Court to declare that Amin had acted in breach of his fiduciary duties to Integrax and subsidiary Pelabuhan Lumut Sdn Bhd. Much of Harun’s representation to the Integrax shareholders was critical of Amin.

To date, there has been no follow-up action by the two Perak government-linked companies to convene an EGM. Instead, on March 23, TNB surprised many people when it acquired 22.12% equity interest in Integrax from Halim for RM106mil cash. Based on filings to Bursa Malaysia, Harun now only has an indirect stake of 0.04% in Integrax. The other large shareholders are Amin (with 17%) and Perbadanan Kemajuan Negeri Perak (15%).

On why he is still part of the Integrax management despite having disposed most of his shares, Harun told StarBiz that he would leave when he had fulfilled his responsibilities. “I started the company. I can’t just abandon it. The right thing to do is to make sure the transition is managed properly, that everything is put in place, and that everybody is fully informed of the affairs of the company. It’s about being responsible,” he said.

Datuk Seri Che Khalib Mohamad Noh … ‘We are still exploring the possibilities.’

Harun added that the share sale was separate from the coal storage deal pitched to TNB in December. He explained that the latter came about after a transhipment services agreement between LBT and Brazilian mining giant Vale International SA had been terminated. Harun had opposed the Vale contract, saying the returns were not attractive enough. He viewed the proposal to TNB as the best way for LBT to move forward,

In his letter to Integrax shareholders, Harun wrote: “In the last few months, I have crafted, on my own initiative with the authority of the board, a unilateral complete offer to TNB/TNB Janamanjung Sdn Bhd (TNBJ) to make available to them about 16ha of curently unused land area of about 25ha within LBT for purposes of their need to expand coal storage capacity to deal with their current expansion plan for an additional 1,000MW and future plans.

“The offer is structured such that LBT shall take responsibility to pay for and build the facilities required within the property boundaries of the terminal (contiguous to TNBJ) to receive, store and deliver coal to TNBJ, and to operate and maintain the same in addition to TNBJ’s existing coal yard facility on an integrated basis.”

He described the offer as “a simple and elegant solution” to the space constraints faced by TNBJ. “The closure of such an offer may depend on any new management of the company, should I leave, and I would encourage shareholders to ensure that such happens and is executed in a professional manner,” he added in the letter.

TNB president and CEO Datuk Seri Che Khalib Mohamad Noh told StarBiz that the Integrax proposal was among the options being looked at to address the needs of the new power plant. “We are still exploring the possibilities. If there are cost savings and the deal is good for TNB, we will definitely consider it.”