24-11-2012, 10:48 AM
(23-11-2012, 12:50 PM)wee Wrote: [ -> ](23-11-2012, 10:58 AM)CityFarmer Wrote: [ -> ](23-11-2012, 10:10 AM)wee Wrote: [ -> ](22-11-2012, 10:08 PM)CityFarmer Wrote: [ -> ]The takeover code will provide all answersSometimes I wonder if this code has any real teeth. I am not suggesting that this happened in the F&N case, but someone who is bent on doing something like this could easily have found arrangements that allows a third party to buy on behalf its behalf at above the takeover price? Just implement a few layers in the transaction, with a Cayman Island company in between, how is anyone going to pierce thru that?
Acting in Concert include the following
"any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights."
Existence of drug trafficking does not mean Singapore Penal Code has no "real teeth" on drug trafficking
The same applies to takeover code.
The arrangement is never easy since substantial money been transferred and can be easily traced. Similarly for all transactions.
The penalty is painful. The penalty is to top-up all transactions occur during the offer period. Base on past experience of Serial system, the co-founder paid with all his shares in Serial System, which is close to 25% IIRC. Base on today MC, it's approx $23 millions
If similar penalty on F&N offer, it will probably able to make anyone bankrupt, includes TCC and OUE
Can't really compare the take over code in question with drug trafficking rules. For the latter, there are enforcement officials to guard the borders and the crimes are committed onshore, in person. There is a real chance of being caught.
For an investment into a Singapore listed company which, say comes from a company incorporated in Cayman Islands, can some enlightened individuals share how can the authorities here force it to disclose information on its background, all the way to its beneficial owner (which may turn out to be a friendly but unrelated person)? What if the investment is made by the CI company via a foreign broker, or a foreign private bank?
My point is, if people knows that it is really tough to enforce a rule, they are not so worried about the penalties (flashback: S-Chips). For businessmen from less developed economies (e.g. Indonesia), they are more used to the mentality of "working around" rules to achieve their business goals. They may even see it as part of business risk. And when its known that its next to impossible for Singapore authorities to trace a transaction, the light bulb in their brains might just light up. There are probably different ways that this can be achieved, not just via my overly simplistic example.
Anyway, I am merely trying to play defense here. I for one will not rely on the takeover code and tell myself such things are not going to happen (or common) in Singapore.
Never under-estimate the power of whistle-blowers, especially those with huge interest to do so
