TWO former senior employees of UOB Kay Hian Private Limited (UOBKH) were charged on Wednesday for allegedly lying to the Monetary Authority of Singapore (MAS) in relation to reports on a then Catalist aspirant. Lan Kang Ming, 38, and Wee Toon Lee, 34, each face three charges of providing MAS with false information in October 2018 in relation to due diligence reports on an unidentified company applying to list on the Catalist board of the Singapore Exchange. MAS said in a media statement on Wednesday that it was performing an onsite inspection of UOBKH between June and August 2018, to assess the latter's controls, policies and procedures in relation to its role as an issue manager for Initial Public Offering (IPOs). During the examination, Lan and Wee were said to have provided different versions of a due diligence report relating to background checks on a company applying to be listed on the Catalist board of the Singapore Exchange. UOBKH had acted as the issue manager
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By Vanessa Paige Chelvan
12 August 2015
Anthony Soh Guan Cheow, a medical doctor turned businessman, was on Friday (Aug 14) sentenced to 8 years and 9 months’ jail and fined S$50,000 in connection with a failed takeover bid for Jade Technologies Holdings in 2008.
Jade Tech dealt in semiconductors, but under Soh’s directorship, branched into oil trading and coal mining.
The 58-year-old was first charged in January 2012 with 39 offences, including one count under Section 140 of the Securities and Futures Act, for making a takeover offer when he had no reasonable grounds to believe that he would be able to see the takeover through. This is the first case of its kind in Singapore.
Just 11 charges were proceeded with at trial. Besides the Section 140 charge, Soh also faced seven insider trading charges, one count of market rigging and two counts for giving false information to the Singapore Exchange and the Security Industries Council.
Soh, who already owned 46 per cent of Jade, tabled the S$116 million takeover offer to buy the remaining 54 per cent that he did not already own. A successful takeover requires the buyer to control at least 50 per cent of shares.
Soh made the takeover announcement in January 2008 while under tremendous financial pressure as the price of Jade shares were on the decline. This was a problem because he had pledged his Jade shares to lenders to secure loans.
To increase the price of shares, Soh offered shareholders 22.5 cents apiece for their shares, causing many to snap up Jade Tech shares at 22 cents apiece, expecting to later sell them to Soh for a profit. However, the court heard that he never intended to complete the offer.
For instance, Soh knew he did not have the financial means to afford the takeover offer of S$116 million, as his net worth was in the region of S$3 million to S$5 million. It was also shown that in launching his takeover bid, he did not consult with any financial institution, and therefore had no reasonable grounds to believe that he would be able to see the takeover through.
Soh appointed OCBC and Allen & Gledhill as financial and legal advisers respectively, shortly before announcing his takeover bid. He then produced a falsified financial resources confirmation letter to OCBC, as assurance that he had sufficient financial resources for the takeover. Weeks later, OCBC expressed serious doubts on the authenticity of the letter, which was issued from an overseas bank which Soh had no account with.
Furthermore, Soh’s shares that he had pledged to Australian company Opes Prime Stockbroking for a loan, ended up being seized and sold by Opes’ creditors when the company went bankrupt.
Soh then withdrew his takeover offer abruptly, leaving Jade Tech shareholders in the lurch and causing share prices to plunge to as low as 6.5 cents apiece.
At trial, Soh was found guilty of using the takeover bid to artificially raise the share price of Jade Tech and for selling Tech shares controlled by him while in the possession of price-sensitive information, specifically, that he did not have the financial means to complete the takeover bid.
District Judge Soh Tze Bian found that Soh had been “furtively liquidating” Jade Tech shares in order to meet his personal financial obligations. He gave Soh the highest sentence imposed to date for market rigging and insider trading offences.
Soh has signalled his intention to appeal, and is out on bail of S$800,000.
By Nisha Ramchanda
14 August 2015
Former Jade Technologies director Anthony Soh was on Friday sentenced to eight years and nine months' imprisonment and slapped with a S$50,000 fine after he was convicted on 39 charges.
The charges included those for market rigging and insider trading. He also faced two charges for giving false reports to Singapore Exchange (SGX) and the Securities Industry Council.
The sentences imposed for the market rigging and insider trading offences are thought to be the highest imposed in Singapore to date. This is also the first time a person has been convicted and sentenced under Section 140 of the Securities and Futures Act for making a takeover offer when he could not perform its obligations under the takeover.
Soh, then a director of Jade, made a failed voluntary general offer via Asia Pacific Links (APL) to fully acquire Jade, which was then listed on the Catalist board of SGX. Soh was a director and the sole shareholder of APL.
He did so to inflate Jade's share price as he was facing financial pressure in January 2008 owing to Jade's sliding share price and a series of margin calls from lenders for Jade shares he had earlier pledged for loans.
However, Soh did not have the S$116 million he would need for the takeover.
The takeover offer also enabled the sale of more than S$10 million worth of Jade shares to the public at an inflated price, which Soh used to fulfil his other financial obligations.
The prosecution has applied under the Companies Act for Soh to be disqualified from acting as a director or being involved in managing a company after his release from prison. The prosecution has also applied for proceeds of his insider trading offences to be seized from a UBS bank account and forfeited to the State.
Soh is currently out on bail of S$800,000.