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Jade saga: New filings raise more questions
Lee Su Shyan Mon, May 26, 2008 The Straits Times
NEW filings with the Singapore Exchange (SGX) have raised questions over what Dr Anthony Soh's true stake was in Jade Technologies when he made his controversial bid to take over the company. The filings have also raised questions over his financial position during this period when he had some of his shares force-sold. The latest development in the Jade saga and the failed takeover emerged from filings the company submitted to the SGX late last week. One filing showed that Dr Soh, then Jade's largest shareholder, sold off some shares via his private investment vehicle, Faitheagle Investments. The stake dropped by about 5 per cent, or 51.2 million shares, between Feb 12 and March 31.

For many investors, 22.5 cents seemed an attractive offer compared with the stock's price of 19.5 cents at the time.

They saw the offer as a win-win situation, as only another 4 per cent of the shareholders needed to accept it before it crossed the 50 per cent mark and became unconditional, at which point Dr Soh would have had to pay the same price to acquire the remaining shares.

The new filings, with the broad range of dates they covered, however, raised even more questions about the Jade deal.

One question is whether Dr Soh's declaration of 45.97 per cent ownership of Jade shares in the offer document sent to shareholders was correct.

According to a lawyer, an offer document is statutory and it would be a breach of the Securities and Futures Act and the Singapore Code on Takeovers and Mergers if a declaration in the document was incorrect.

Depending on what the correct stake was, it could have affected investors' views of whether the takeover had a chance of succeeding.

Another filing said Dr Soh's stake fell from 13.69 per cent to 4.43 per cent because of sales of his shares between Feb 12 and May 20. These were partly through his private investment vehicles, Asia Pacific Links and Faitheagle Investments, as well as a series of force-sale transactions by Singapura Finance.

The takeover offer was withdrawn on April 5, when Dr Soh said he did not have enough financial resources to satisfy the offer.

He withdrew his offer after he told the market on April 1 that he had actually pledged 30.47 per cent of his shares with Australian broker Opes Prime in October last year to secure financing for his bid.

With the collapse of Opes, Dr Soh said he had been notified on April 1 that the title of his shares would pass to the failed brokerage's creditors, one of which was Merrill Lynch.

He withdrew the offer because he did not have enough money to complete it as, technically, he held only about 16 per cent of the company.

The latest filing on Singapura Finance's force-sale transactions, however, cast doubt over whether Opes' collapse was the only reason for his predicament. It suggested that Dr Soh was experiencing financial difficulties.

Dr Soh declined to comment, except to say that his lawyers would respond subsequently.

With these new details on the force-sales and other transactions, there will be even more scrutiny of the role of Dr Soh's adviser, OCBC Bank, which had said he had sufficient financial resources to make the offer.

No update has been given by the Securities Industry Council or the Commercial Affairs Department, which are looking into the matter.

sushyan@sph.com.sg

WHAT WAS HIS TRUE STAKE?

One question is whether Dr Soh's declaration of 45.97 per cent ownership of Jade shares in the offer document sent to shareholders was correct... Depending on what the correct stake was, it could have affected investors' views of whether the takeover had a chance of succeeding.