Mysterious Wintoni shareholders boardroom hostile attempt, now everybody knows why

IF THERE were a hall of fame for listed companies’ power play, count Datuk Larry Tey Por Yee for a presidential run. After all, he has accumulated more experience in less than a year than most people have in a lifetime.

Last year, market read the exit of Tey from Protasco board tussle a bold move, when he gives up his votes in the company EGM as a protest and vote of no confidence for the company Executive Director, Dato Chong Ket Pen. Market consensus read the drama as a shareholder fight, with Chong perceived as ungrateful businessman which bites the hand who feeds him.

Yap Kok Weng, the former CFO of SP Setia when Tan Sri Liew Kee Sin was the captain, made another mysterious entry into one of Tey's group of companies, Wintoni Group Bhd. Market read such entry coincidentally linked to Chong's modus operandi, where a serious of misleading media news making was reported, targeting mostly Tey's group. Yap's profile fits such conspiracy roleplay, where market read it as a joke for a professional accountant to ever consider hostile takeover of a small IT outfit. "If there is a hall of joke for listed companies, count the drama of "Yap's insider trading" the best drama award nomination", commented a senior investment banker. "Yap just downgraded his level, as well as his colleague and boss image, count Chang Khim Wah (CEO of EcoWorld) and Tan Sri Liew Kee Sin linked to him as a credibility discount. A shame to even associate their name", added the banker.

According to investment bank reliable sources, Yap started to purchase Wintoni shares in August 2014, exactly the period when market perceives Tey's group was under ambush by Chong's syndicates (above). Yap started to surface in February 2015 as a substantial shareholder, and started to spoke the public listed company on the AGM, where market raise eyebrows why an SP Setia officer is messing around with a small IT company with no tangible asset, instead of another property company. Later in September, it was announced that several shareholders of Wintoni Group Bhd linked to Yap's group had proposed resolutions to drop the entire eight-man board, including Tey, who’s an executive director. There are other resolutions to appoint three new directors believed to represent Yap's group on the board. These resolutions was tabled at an EGM in Petaling Jaya on Sept 11, and voted academic by Wintoni chairman when the board had resigned and replaced with new board before the EGM. (refers to original of the story: http://klse.i3investor.com/blogs/bursakingcross/87288.jsp )

Yap's pattern of series of turbulence

Yap's legal advisor, count Foong and Partners which currently being sued for misappropriate of public listed company documents (Note1), as well as the roleplay of Kang plus 9 others on another dubious law suit against the previous board of directors on normal business transactions, later to found out that Kang ran away by selling off his shares, according to broker familiar with the storyline. "The ambush sting mission not only failed, but fired back with 10 of the culprits now under intense investigation of contempt of court, fooled around with public listed company, and insider trading, just to count a few jail-term type of violations. Holding the shares confirm their bad intention. Selling it further confirm the allegation. Both ends are suicide tunnel", quoted a senior investment banker.

Among investment bankers which familiar with the drama, Yap claims that himself, together with few dozens of SP Setia and EcoWorld staffs, are purely shares speculators happens to invest in same investment, voted the same pattern and rocked & raped the company from profitable to lost making, at the same time and the same place. "This is one of the most obvious breaches of law with everybody linked to SP Setia or EcoWorld, their friends and families are working in concert. Even their lawyer from Foong and Partners breaches the law having shares in the company and acted on Yap's group behalf, how careless can they be?" quoted a capital market senior officer.

The hostile move was read as breaking takeover code and breached general offer rules. Later stage of the drama when Yap announced his rush exit on 26 November 2015, days ahead of 2 December 2015 (Note2), a stunning breach of insider trading, where public only gets to know the potential suspension and delisting mistakes which caused by Keith Chaang, the audit committee chairman and proxy director of Yap's group in Wintoni careless rejected anything tabled by company management without knowing the consequences. (refers to: http://klse.i3investor.com/blogs/bursakingcross/87675.jsp and http://klse.i3investor.com/blogs/bursakingcross/87604.jsp )

[Public only knows the news on 2 December 2015, and Yap's group already sold down starting 26 November 2015]

Some media reported that every time there’s a fight in corporate Malaysia that’s driven by murky motives, minority shareholders can never be sure if they’re rooting for the right guys. This is because the law doesn’t make it compulsory for the requisitionists to give a rationale for their actions. Now everybody can explain why this is not acceptable, when a strange hostile takeover happens, it kills company business and the minority shareholders. If Yap ran away or changed his shares to other nominees, how could minority shareholders go after him? Don't count out the authorities, if the market still has faith. Who knows?

Wintoni pattern of turbulance 2.0 just started?

Interesting article on the Foong and Partners case, where Yap's group lawyer pointing finger to Kang, the client, putting the blame on the wrong doing being "instructed" by Kang. Funny part is, Kang's broker told the media person Kang is no longer a shareholder. Is the legal system being under estimated and abused until this level acceptable? "The puppet master behind all these has some answering to do and internal struggles to handle, when the shit already shoot up the roof. Everybody is running for their own cover or face serious consequences", commented a senior investment banker.

Latest news: Stealing public document afraid of legal implication on wrong doing. Why hide? http://www.thestar.com.my/business/business-news/2015/12/07/wintoni-egm-documents-said-to-be-in-a-shareholders-possession/?style=biz

[Digital]

Notes:

Note1: http://www.bursamalaysia.com/market/listed-companies/company-announcements/4944285

The Board of Directors of the Company wishes to announce that the Company has been informed by Foong Chee Meng and Tan Chien Li, vide the letter dated 13 November 2015 issued by Messrs Foong & Partner, that the Meeting Documents have been handed-over to Kang Choon Leu @ Kang Chee Sim (“Kang”). Kang is one of the 10 shareholders of the Company who called for the EGM.

In this regard, the Company has, on 18 November 2015, vide its solicitors, filed an originating summons against Kang for having possession of the Meeting Documents and the recovery of the same.

Notwithstanding the above and after consultation with the legal advisers, the Company will still carry on the legal proceedings against Messrs Foong & Partners.

The Originating Summons is not expected to have any material financial and operational impact on the Company. Further announcement on the development of the above matter will be made in compliance to the relevant listing requirements in due course

This announcement is dated 7 December 2015

Note2: http://www.bursamalaysia.com/market/listed-companies/company-announcements/4941429

Changes in Sub. S-hldr's Int. (29B)

Particulars of substantial Securities Holder

Details of changes

Currency: Malaysian Ringgit (MYR)