The Real Shenanigans Behind Lii Hen 2004 Debacle

LIIHEN Part 8 : The Real Shenanigans Behind Lii Hen 2004 Debacle

harveylai313
Publish date: Mon, 02 Sep 2013, 03:17 PM
We are a group of minority shareholders of Lii Hen Industries Bhd (LIIHEN 7089) forming an activists movement in search of the real perpetrators in the sudden loss of an estimated RM370m of market value in 2004. It is our hope that the detailed analysis we have put together through true accounts of those involved will provide the answers as to what had happened and hopefully resulted in enforcement action being taken on those responsible.

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                         The Tide That Raises All Boats

 

After bagging the deal with the Muar carpenters in early March 2004, Dato' Goh went through his list of potential suitors. Siow Chung Peng was never his prospect at this point as he was forewarned by a contemporary that the Siow brothers are trouble makers. Their demeanour and what ensued in the  Advanced Packaging deal with the syndicate speak for itself, warned his contemporary.

 

It was at another lunch meeting that Dato' Goh casually revealed to Siow Chung Peng that Lii Hen was available for a takeover. He wasn't serious to think that Siow Chung Peng will have the financial mean to complete the two parts exercise which may include a total acquisitions of the first 5,000,000 placement shares at a discounted price and the 32% controlling stake of 19,200,000 shares at an undisclosed price. Dato' Goh had kept the actual price of the deal from Siow Chung Peng as he did not wants him to spoil his deal with his other prospective clients. 

 

Further, his wary is that Siow Chung Peng may privately accumulates Lii Hen shares in the open market and henceforth making a lucrative spread between the market price and the takeover price which comes with a fat premium when the takeover news hit the wire. As an experienced remisier, he knows there is also an inherent technical obstacle in the deal itself in that the ultimate prospective purchaser will end up with a minimum of 24,200,000 shares or a 40.3% stake, thereby triggering the mandatory general offer (MGO) requirement, a very costly endeavour if it happens.

 

Siow Chung Peng is a shrewd stock market player and a qualified civil engineer from the United States, how could he allow a potential jackpot to slip pass his hand? Especially one that looks so juicy. He promptly reasoned out with Dato' Goh that the MGO problem will always be there, regardless of whether it is him or someone else doing the deal with the Muar carpenters. Taking cognisance of this, Dato' Goh enquired with the carpenters if they would accept splitting the exercise into two entirely different and totally unrelated buyers. Their reply was that it is none of their concern as they will only be ceasing their control on Lii Hen as long as they are paid for the full 24,200,000 shares.

 

The technical obstacle appears to have been addressed with the consent of the carpenters and the eagerness of Siow Chung Peng to proceed. But still, why would a prospective buyer of the 32% stake pays such a huge premium for the control of Lii Hen, considering that its stock price was hovering around the $1.20 level in March 2004? And the fundamental and balance sheet of Lii Hen aren't inspiring either, a rather perplexed Dato' Goh was asking himself. Most of his prospective clients weren't even prepare to talk until and unless the takeover price is very close to the market price due to stock financing issues.

 

This is when the incentives offered to Dato' Goh by both the carpenters and Siow Chung Peng pulled off the magic. The carpenters are aware that there is a huge gap between the market price and their asking price of the 32% stake. The stake will not be sold if the market price does not head north from here. It is therefore in their vested interest to ensure that the market price will moves upward. Their strategy is to dangle more carrots for Dato' Goh to do just that. And they will assist at all cost, including crossing the ring fence of law as we have already discovered earlier. More of such violations will be disclosed as we go along.

 

According to Siow Chung Peng's statement of complaint to the SC, he is eager to start a business relationship with Dato' Goh because of the latter's influential circle of friends and at the same time it came highly recommended by one of his own relatives, a Mr. Chan who knew the Dato' well. In Siow Chung Peng's perspective, if Dato' Goh is agreeable to let him participate in stage one, not only will he makes good money with the spread, but with the ascending prices due to his accumulation of Lii Hen shares in the market, he may be able to complete stage two by financing the 32% stake with the higher market price then, a sort of the tide raises all boats scenario. He had faith in Dato' Goh in getting him the required financing when the time come. He was excited that his dream of finally in control of a public listed company is soon to be materialised. He knew his job now is to convince Dato' Goh to let him kickstart stage one of the exercise.

 

The Dato' thinks otherwise. He has his reservation because the prospective buyer of the 32% stake is still nowhere in sight as of now. But he also knows that once the market price nigh the takeover price, his phone will be inundated with calls from serious bidders.

 

In order to entice Dato' Goh into executing stage one with him, Siow Chung Peng knew he has to sweetens the deal for the Dato' to proceed. According to the affidavits of a legal suit between TA Securities Berhad vs Siow Chung Peng (Civil Suit No. : D5-22-414-2006), it is revealed that a 30% contra profit sharing was offered to Dato' Goh and with Siow Chung Peng indemnifying all losses that may arise. To further demonstrate his determination in the deal, he issued a total sum of close to RM 3 million to several stockbroking firms as initial deposit the moment Dato' Goh ceded with his request to participate in stage one.

 

Stage one share crossing documents

With the tank now filled, Dato' Goh started buying Lii Hen shares in the open market on the instruction and for the accounts of Siow Chung Peng around end March 2004. The affidavits in the same TA suit  stated that he had authorised Dato' Goh to conduct his share trading accounts for better coordination of the exercise. The flip side of the coin is he actually wanted accountability from Dato' Goh. A smart move but also a knife that cuts both way.

 

On April 16, 2004, the Muar carpenters started placing out part of their 5,000,000 shares through the various accounts of the directors of Lii Hen and their nominees. Dato' Goh acted as the selling broker for Tan Bee Eng and Tok Soon Hing.

 

Presumably, Siow Chung Peng was at the other end of the trade. It is said that most of the carpenters' shares were bought by him through his  accounts in TA and PB Securities. Siow Chung Peng does not maintain an account in SJ Securities throughout the 2004 debacle, as Dato' Goh was heeding the precautionary words of his contemporary.

 

In no time, the stage one was completed successfully. The carpenters were seen dutifully disclosing their change in substantial shareholdings as required under S135 of the Companies Act, 1965. Not inadvertently, they disclosed something that had since become the focus of a police investigation in 2013. The Securities Commission may or may not have overlooked this tiny detail that will now put their enforcement action of 2012 against two individuals into jeopardy.

 

 

For the multipart stories on Lii Hen, please log on to  liihen.blogspot.com

 

 

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