Jade's ex-president jailed and fined over sham takeover bid

Soh made a takeover offer for Jade Technologies in a bid to push up its share price.
Soh made a takeover offer for Jade Technologies in a bid to push up its share price.ST FILE PHOTO

The former president of Jade Technologies was sentenced yesterday to eight years and nine months' jail and fined $50,000 for offences connected to his botched takeover bid for the company in 2008.

Anthony Soh Guan Cheow, a doctor-turned-businessman, was convicted of 39 charges, including market rigging and insider trading as well as two charges of giving false reports to the Singapore Exchange and Securities Industry Council.

He was given two years and six months' jail for market rigging and jail terms ranging from six months to two years and six months for seven counts of insider trading. The sentences are the highest imposed for such offences in Singapore.

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 bid when he could not fulfil the obligations in the transaction.

Soh, 60, announced a takeover offer for Jade, now known as Cedar Strategic Holdings, via Asia Pacific Links (APL) in February 2008. He was also the director and sole shareholder of APL.

He had priced his offer at 22.5 cents a share with the aim of raising the stock price so as to dump Jade shares at an inflated price.

He was facing financial pressure owing to Jade's falling share price and a series of margin calls from lenders for Jade shares that he had earlier pledged for loans.

Soh knew he needed at least $116 million for the bid, but his net worth was only between $3 million and $5 million at that time. He withdrew his bid just a week before the offer deadline in April 2008. Other than maintaining Jade's share price at an artificial level from February to April 2008, the takeover offer enabled the sale of more than $10 million worth of Jade shares to the public at an inflated price. Soh used the proceeds of these sales to fulfil his other financial obligations.

In his judgment, District Judge Soh Tze Bian said Soh was a "scheming, lying and sophisticated crook". He added that Soh "clearly had no genuine intention" to carry out the takeover offer, which "was all along a sham offer born out of desperation". The judge found Soh guilty of all 11 charges proceeded with at trial. He was convicted on July 15.

Soh also faced 28 charges under Sections 165 and 166 of the Companies Act for not disclosing changes in his shareholdings of Jade shares to Jade and to SGX while being a director of Jade. He pleaded guilty.

The prosecution has applied 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 $2.6 million in a UBS bank account, proceeds of his insider trading offences, to be forfeited to the State. There will be a hearing on these two matters next month or in October. Soh is out on bail of $800,000 pending an appeal.

A version of this article appeared in the print edition of The Straits Times on August 15, 2015, with the headline 'Jade's ex-president jailed and fined over sham takeover bid'. Print Edition | Subscribe