The parent-recognized board of Tiger Resort Leisure and Entertainment Inc. (TRLEI) has formally opposed the attempts of the Kazuo Okada-led board to update the company’s General Information Sheet (GIS), warning the Securities and Exchange Commission (SEC) of the unscrupulous move.
In a statement, the group also asked the Supreme Court to order the Kazuo faction to surrender the Okada Manila resort casino “to the legitimate TRLEI board.”
In a letter to the SEC, TRLEI’s legal counsel Ocampo & Manalo Law Firm informed the SEC of an attempt from the illegitimate board to file a GIS electronically.
“In connection therewith, we likewise formally oppose the electronic filing of the GIS of this unauthorized board,” the letter read.
TRLEI has also filed an Extremely Urgent Manifestation with Motion for Ad Cautelam before the High Court.
In its filing, TRLEI asked the Supreme Court to declare the sham board of Kazuo Okada as void for being violative of the status quo ante order (SQAO); to clarify that the takeover of Okada Manila is not allowed under the SQAO; and to direct the Kazuo Group to refrain from exercising management and board functions and surrender the physical possession of Okada Hotel to TRLEI.
Kazuo Okada purportedly led a meeting on May 2 this year that installed himself, Antonio Cojuangco, Dindo Espeleta, Manuel Lazaro, Yoshinao Negeshi, Takahiro Usui, Kengo Takeda, Steven Wolstenholme, Tetsuya Yokota, Hiroshi Kawamura, and Maximo Modesto Joel C. Flores, as the new board of TRLEI.
The legitimate officers of TRLEI highlighted in the letter that the sham board was “irregularly elected” and that the proposed GIS containing their election was “invalid.”
“No notices of meeting were sent to TRLEI’s stockholders by the Corporate Secretary as provided in the By-Laws; and it was held without the participation of the majority shareholders holding 99.9 percent ownership of the shares, specifically, Tiger Resort Asia Limited (TRAL),” the letter read.
Attached to the letter to the SEC was an affidavit from the Corporate Secretary and a Certification from TRAL, a Hong Kong-based company, which is the majority shareholder of TRLEI.
Michelle B. Lazaro, TRLEI’s Corporate Secretary, said in her affidavit that she “did not issue or send out a notice to any of the stockholders of TRLEI in relation to a stockholders’ meeting purportedly held on 2 May 2022.”
“Furthermore, I confirm that no TRLEI shares were transferred and issued to Tetsuya Yokota, Hiroshi Kawamura, Dindo A. Espeleta, and Maximo Modesto Joel C. Flores,” her affidavit read.
Meanwhile, the certification from TRAL, signed by Takako Okada and Kenshi Asano, denounced the attempted takeover of Okada Manila on May 31, while recognizing the legitimate TRLEI board led by Byron Yip and Hajime Tokuda.
A part of the certification read: “Any and all other acts to be done or performed by Kazuo Okada on behalf of TRAL and in conducting the business of TRLEI and Okada Hotel and Casino are likewise void and illegal.”
Hajime Tokuda, a legitimate director of TRLEI, warned government institutions and the public not to deal with the Kazuo Group and the sham board of directors.
“We are calling on all government bodies and agencies to only deal with the legitimate board of TRLEI. We likewise urge the SEC to fulfill their mandate and refuse any attempt of the illegitimate group to make a mockery of the corporate institutions in the Philippines,” Tokuda said.
