No further action against Popiah King Sam Goi for breach of takeover code

SINGAPORE – The Securities Industry Council (SIC) will take no further action against PSC Corporation’s Mr Sam Goi for his 2023 breach of a rule in the Singapore code on takeovers and mergers, it said on April 7.

Mr Goi is executive chairman of mainboard-listed PSC, a manufacturer and distributor of fast-moving consumer goods. He is also chairman of food manufacturer Tee Yih Jia, known for its popiah skins.

Rule 14.1(a) in the code states that when a person acquires shares which, taken together with shares held or acquired by a person acting in concert with them, carry 30 per cent or more of the voting rights of a company, the person (or persons) must immediately extend offers to other shareholders.

PSC carried out share buybacks between May and October 2023, having obtained a mandate for this from shareholders at its annual general meeting on April 28, 2023. The mandate was valid until April 25, 2024.

The move increased Mr Goi’s shareholding to 30.22 per cent from 29.97 per cent.

Under the share buyback exemption, directors and persons acting in concert with them are not to acquire shares from the point when the announcement of the buyback proposal is imminent.

They are also not to do so before the share buyback mandate expires, or the date on which the company announces it has bought back such number of shares as authorised by shareholders at the latest general meeting, or if it has decided to cease buying back its shares.

But on Dec 4, 2023, Mr Goi purchased shares that increased his shareholding to 30.23 per cent, although the share buyback mandate had not expired and the company had not announced that it had completed or ceased its move to do the buyback.

With the 30.23 per cent shareholding, he breached the share buyback exemption conditions. Accordingly, since he did not make a general offer for the company, he broke Rule 14.1(a).

Mr Goi said he had misunderstood the restrictions regarding the share buyback exemption and did not know that his share purchases on Dec 4, 2023, would breach the rules.

But in consultation with the SIC, he announced a mandatory offer on July 10, 2025, which turned unconditional on Aug 7, 2025. This move would have given shareholders the opportunity to accept the offer for shares they held on Dec 4, 2023.

Mr Goi also offered to pay the difference between the offer and sale price, and used the higher offer price of 40 cents a share, rather than the purchase price of 36 cents a share.

The SIC said it “considered (Goi’s) submissions that he had misunderstood the relevant code provisions, and that there was no deliberate attempt to contravene the code”.

Mr Goi also voluntarily disclosed details of his share purchases after the buyback and met disclosure obligations as a director under the Securities and Futures Act.

Considering that, along with his cooperation during its review of the breach and in implementing the remedial actions, the SIC decided not to take further action against him.

The company’s shares closed down 3.6 per cent, or 1.5 cents, to 40.5 cents on April 7, before the announcement. THE BUSINESS TIMES