Open Letter to DBS CEO Piyush Gupta and the DBS Board of Directors
29 March 2023
Dear Mr. Gupta and DBS Board Members,
Banking secrecy and cronyism are a dangerous mix, none more so than in countries like Singapore where its regulators have been described as impotent. Much like the prosecutorial discretion weapon wielded by Singapore’s Attorney General (AG), banking secrecy is a powerful and dangerous tool that can be used to protect errant or corrupt well-connected individuals if entrusted to the wrong hands, with no checks and balances in place.
I can speak from personal experience, with a saga that started after an influential Singaporean client of DBS was alleged to have affixed forged signatures to documents relating to a company he was attempting to acquire. Then to overcome these allegations, which became a roadblock to completing the acquisition, two DBS letters were introduced and used in a conspiracy to defraud. When our lawyer asked DBS Legal if the two DBS letters were authentic and sent for legitimate reasons, DBS Legal took almost eight-weeks to respond then refusing to answer any questions citing banking secrecy obligations. During that period, the DBS influential client would complete his conspiracy to defraud and at the same time raise funds and mislead the investors of the SGX listed entities that he controlled. DBS Legal could have sent that response refusing to co-operate in 48-hours, but they didn’t.
In January 2022, when DBS through their lawyers advised Asian Sentinel that I had acted with malice, that was both disingenuous and untrue. But let's cut to the chase, DBS is a Singapore government linked bank and the errant activities that I was exposing implicated an individual (Lee), who was an influential client of DBS and ...
Lee was legally represented by the law firm Allen & Gledhill which was headed up at the time by the current AG.
Lee had been legally represented by the current Second Minister of Law
At the time the AG was the personal lawyer of the PM
The AG sits on the Board of Singapore's banking regulator, along with government ministers.
The AG's partner is now head of Allen & Gledhill and sits on the OCBC Board.
Some might say that all bases were covered, and I had hit Singapore's cronyism jackpot! I was warned that attempts would be made to discredit or gaslight me.
I was the one blowing the whistle to let DBS know about the errant activities involving a group of companies which DBS would become financially exposed to by some $637M. I believed the DBS message that the DBS board and senior management inculcated a strong culture of fair dealing across DBS to ensure it operated in an ethical and sound manner. I didn’t realize that was a one-sided deal, and clients would be protected even if they were undertaking errant activities. DBS Board through their lawyers would make me out to be a demanding villainess, whilst the real villains rode off into the banking secrecy sunset. Perhaps we have a different understanding of what accountability, doing the right thing, and the G in ESG stands for!
I tried very hard to get DBS to do the right thing and I hope that the individuals I reached out to didn't find themselves in an untenable position.
These DBS and PwC departures could just be unfortunate coincidences, but they could also be a sign of some deep-seated and serious issues within DBS compliance. Serious enough that I believe these should be addressed by the DBS Board.
Even if DBS now want to publicly claim authenticity of the shoddy DBS letters which were used in the conspiracy to defraud, and that the actions of DBS staff were found to be legal, were they ethical? Is the whistleblower program just some window dressing that can be manipulated to maintain an illusion and ensure that DBS will always come out clean?
When was DBS appraised of the writ which had been served on two subsidiaries of EZRA Holdings, which implicated an EZRA and Triyards board member in a pattern of fraud?
Despite the DBS board claiming that I had acted with malice, the Prime Minister's Office has now instructed the Commercial Affairs Department (CAD) to review their earlier assessment that there was insufficient evidence to investigate Lee and is associates. As many know the evidence was hidden in plain sight. Yet, CAD was alleged not to have contacted any board member, executive or member of management of the company headed up by Lee, or the DBS Group Head of Financial Crime who was dealing with my concerns at the time. Unlike CAD, NUS Professor Mak Yuen Teen had no trouble finding enough publicly available dirt which should have called for an investigation, whilst he was not privy to all the additional evidence which had been provided to CAD and DBS.
"Based purely on public information, there were arguably failure to disclose material information on a timely basis, false or misleading disclosures, failure to disclose interests in transactions, insider trading, and failure to discharge directors’ duties.
There are also questions as to whether contract wins announced by the companies and the secondary listing of EOL just fifteen months before it started reporting quarterly losses lured investors into buying notes, convertible bonds and shares of the companies."
In addition to the above, Mr. Gupta you are aware that I am not the only one to raise serious concerns about the ability of individuals within DBS to whitewash whistleblower investigations, and I hope that the DBS board will find the courage to publicly apologize to me for claiming that I had acted with malice, because they know that's not true.
Julie O’Connor
P.S. I believe that former DBS employee Avijit Das Patnaik deserves an apology too! Below is an extract from his book.
A Reader's Digest Version of What Took Place for Those Who Have the Time and Want to Know More - Extracts of Some Documents at the Bottom. I Will Add More.
Several DBS clients planned a conspiracy to defraud, and they had a plan to manipulate the share price of a SGX listed entity, which would have allowed for insider trading. It may well have worked if they hadn't also chosen to defraud my family!
I knew, DBS knew as did Allen & Gledhill and others, that the MD EZRA Holdings (Lee), who was an influential DBS client, was intent on acquiring Australian owned Strategic Marine (SM). DBS was heavily financially exposed to the house of cards which was the EZRA Holdings Group and, DBS was also the principal financial institution for the SM Singapore subsidiary. You could say that DBS was conflicted because it had an interest in both the buyer and the seller, albeit its financial exposure to the buyer far outweighed its small exposure to the seller. An email describes how Lee was able to ask favours of a prominent DBS figure if DBS was kept in the dark about her involvement. It would be during one of these meetings that it was described that the 'DBS favour provider' advised the SM board to tell DBS that they were working on a Plan B, whatever that was. The lead up to that meeting is a story for another day.
Although the initial plan had been for Triyards to be spun off from EZRA Holdings and list on the SGX to acquire SM, there was a conspiracy planned in the background. Lee would engage his acquaintance Tan, who was the CEO of another SGX listed entity to pretend that Tan was to purchase SM and a related company, and not Lee or one of his entities. Tan as we now know is a person with questionable integrity, and he would agree to sign option deeds which were identical documents to that which Allen & Gledhill had drawn up for Lee and/or his company to also use for the acquisition of SM.
Lee had only planned to pay A$1.265M in cash for the SM Group, but that cash component was to be hidden in the acquisition of this related entity which was owned by the same shareholders. The announcement of the A$6.75M acquisition of Henderson Supply Base Pty Ltd by Triyards was made showing a A$1.265M cash component. The rest of the purchase price would be paid in Triyards shares. Then some six-weeks later, Triyards had planned to announce the acquisition of the SM Group for just $7 (seven dollars), a company with a true value of between A$34M - A$42M. On that news, it was anticipated that the value of the Triyards shares would rise and those few who knew of this linked transaction could make money.
Again, that plan might have worked if Lee and his associates hadn't also tried to conspire to defraud my husband by trying to drag him along to sell his 4% shareholding in SM for $1. Being alerted by a SM executive of the scam that was about to take place, I started investigating. I uncovered allegations of forgery involving SM documents that were alleged to have been delivered to and returned from Lee's office, and had been witnessed by his PA.
Because one of those documents was the SM shareholder agreement which would be deemed invalid due to the allegations of forgery, Lee and his acquaintances were unable to utilize the drag along clause to force my husband to sell his shares for $1. SM had to revert to the only valid governing document i.e. constitution. Under the constitution, my husband had the pre-emptive right to purchase SM on the same terms offered to Lee's acquaintance Tan. My husband legitimately exercised that right.
However, that now left Lee, Tan and others with two problems to overcome, my husband's pre-emptive right and the true valuation of SM. An independent valuation was conducted by BDO which valued SM at between A$34M - A$42M, which was A$30M - A$40M more than Lee intended to pay. Within just week of that valuation, DBS would send a letter to SM Singapore threatening to foreclose unless a new investor was introduced. DBS knew that the intended purchaser was a company headed up by their client Lee. This letter was immediately presented to BDO and within a week, the value of SM had been decimated to A$1.17M - A$3.26M citing the DBS letter as the reason. This then allowed Lee's company to attempt an acquisition for his pre-planned price of A$1.265M. But there was still the issue of my husband's pre-emptive right. Within two days of the DBS letter being received an EGM was called to remove the pre-emptive rights provision from the SM constitution and insert drag along clauses.
Lee's acquaintance Tan held Power of Attorney for SM, but he also appeared to be acting on behalf of Lee, who was the Chairman of the 'real' proposed purchaser Triyards. This left Tan acting for both the buyer and the seller.
Even though Tan held the irrevocable option to purchase Strategic Marine for $7, a SM executive explained to us that it was a sham and that Lee had told the SM executives that DBS bank was putting pressure on him to get the acquisition of SM done. He described how Lee said that DBS told him "we have done what you asked, now you either put in cash or get this acquisition done". "Lee has told his people, it's happening". "He'll spend a shit-load on lawyers to protect this scenario and that's what will unfold" and it did. DBS referred to Tan's option deed in a letter, which leads to the question what did DBS know about the use of Tan and his involvement in the conspiracy to defraud?
Following the decimation of the SM valuation which brought it down to within Lee's budget, and the amendments to the constitution to remove the exercised pre-emptive rights, Tan would cancel his irrevocable option to purchase the SM group for $7. Tan's cancellation notices had clearly been pre-prepared and signed months earlier. I wonder if the board of SGX listed KTL Global knew that its CEO Tan was holding and was giving up an irrevocable option to acquire the SM Group for a bargain price of $7? After Tan gave up his option, Triyards would attempt to purchase the SM group for the A$1.265M as planned. This deal was also thwarted because unless you are a time-traveller, you cannot retroactively make changes to a constitution to defraud a shareholder. That is illegal and the Triyards board should have known that. Perhaps in Singapore they are used to impotent regulators allowing such acts to take place.
So, it was back to the drawing board and another plan was put in place where OCBC would purportedly freeze the banking facility of the SM Vietnam asset causing it to become insolvent and DBS would threaten to do the same to SM Singapore, this would then force SM Australia to sell these assets to Triyards, leaving the Australian parent company a shell. This was a sham to circumvent the exercised pre-emptive rights, the alleged forgeries which implicated Lee and his personal assistant; and to complete the conspiracy to defraud. There is no evidence to suggest that either OCBC or DBS undertook the acts they were accused of, but whether they did or didn't is covered by the cloak of banking secrecy. This is a huge loophole for white collar criminals to use, and I hope that by speaking out I can pre-warn others.
Being alerted to what was planned, Australian law firm Minter Ellison wrote to DBS Legal and asked if the two DBS letters which had been used to decimate the valuation of SM and amend its constitution were authentic and sent for legitimate reasons. There was every reason to question their legitimacy because the letters were littered with errors and inaccuracies, plus DBS had never followed up on the threats made to foreclose which had decimated the value of SM. DBS Legal did not respond for almost eight-weeks and during this period Triyards would raise almost $20M from investors, failing to disclose that the funds would be used for the acquisition of SM; and that Lee held a claim to a beneficial interest in SM which entitled him to up to 99.8% of any dividends that might be declared by SM out of those sale proceeds.
BDO just six-months on from the A$1.17M - A$3.26M valuation, would value the SM Group at between A$49.3M - A$63.6M and make no reference to any DBS letters, or the current alleged acts/threats made by OCBC and DBS. Triyards would announce the proposed acquisition of SM Singapore and SM Vietnam for A$23.3M with completion to take place within 21-days, making no mention of the conflict of interest of Lee who was the Triyards Chairman. The transaction was completed just several business' hours later. The parties involved knew that an injunction would be sought or that information would be disclosed which would frustrate the sham acquisitions if more time was allowed. When DBS Legal did finally respond to Minter Ellison, it refused to authenticate the letters or answer any other questions asked, citing banking secrecy obligations. Another loophole for errant or corrupt DBS clients to use bank documents to get away with fraud.
Triyards couldn't legitimately acquire the SM Australian parent company, so they renamed Triyards subsidiary SAV Land Pty Ltd to Triyards Strategic Marine Australia Pty Ltd. The Triyards subsidiary assimilated the identity of SM, the entity which it couldn't acquire due to the forgeries and the conspiracy to defraud, and the Triyards Board allowed this to take place.
When a writ was then served on two subsidiaries of EZRA Holdings which detailed the allegations of forgery and that a company associated with Lee had profited from the misappropriation of shares sold to the EZRA Holdings Group, Lee's lawyers sought to have the allegations of forgery removed from the Statement of Claim. When this failed, Lee offered A$3.5M to the authorised representative of the plaintiff if he and his associates would ratify and endorse the documents alleged to contain the forged signatures, handover evidence, provide letters of retraction of complaints made to audit committees, Lee, Lee's personal assistant, SGX, DBS and others. Also, more importantly the undisclosed writ had to be retracted. The writ was never made public, so EZRA Holdings investors would be none the wiser prior to over US$2 billion of proposed transactions being announced. The largest of the transactions would provide a photo opportunity for Singapore's Economic Development Board, but would be a transaction which would leave parties, including DBS, Chiyoda and NYK later facing significant financial losses.
Even with the evidence which I had presented to CAD and the five-articles which NUS Professor Mak Yuen Teen had published, CAD would deem there insufficient evidence for an investigation to take place. Contrast that to the flimsy and perjured evidence that saw Indonesian maid Parti Liyani investigated and prosecuted for an alleged and later disproven S$34K theft.
Is Singapore’s prosecutorial discretion based not on what you do, but who you know?
Are government linked entities forced to toe the 'cover-up at all costs' line if called upon to protect the reputation of elites or Singapore Inc?
Is Singapore's system of justice inequitable?
Does Singapore Inc. deliberately seek to discredit those who speak the truth about them?
I look forward to the can of worms being opened, with the white-collar-criminals and those who covered up for them being held to account. Only then can we determine the answers to the above points, and whether Prime Minister Lee Hsien Loong’s and DBS promises can be relied upon in future!
EXTRACTS
Who did Lee's personal assistant Barbara Ong witness signing the Strategic Marine shareholder agreement on behalf of Geraldton Investments?
Who knew about Tan's involvement in a conspiracy to defraud and that Triyards was the 'real' proposed purchaser?
Barely six-weeks after Tan signed the "sham" option deed as an associate of Lee, Tan's company would win orders worth $11.3M from the EZRA Holdings Group, including Triyards!
The alleged forged signatures were affixed on behalf of Geraldton Investment Limited. If Lee had believed that he was authorised to sign on behalf of that struck off entity, why wouldn't he affix his own signature and why was this entity not included as a vendor in the option deed which Allen & Gledhill had drawn up?
An extract from a DBS letter sent to SM Singapore just a day prior to a meeting attended by Lee to finalise the transaction for Triyards to acquire Strategic Marine. What did DBS know about the involvement of Wilson Tan?
How can DBS know what other favours were undertaken for Lee? Why would a senior DBS individual ask a Strategic Marine Director to send highly confidential information to her via Lee's personal assistant?
Did Allen & Gledhill prepare the option deeds for both Lionel Lee controlled entities and Wilson Tan to acquire the same Strategic Marine?
Vincent Lau's original signatures on the left and the alleged forged signatures which appeared on the Strategic Marine documents are on the right. A forensic signature examiner confirmed that Lau did not sign any of the four documents on behalf of the struck off Geraldton Investments.
Who did Lee's personal assistant witness affixing the signature of Vincent Lau to the Strategic Marine documents, because it wasn't Vincent Lau?
EMAS and SGX didn't believe that any of the contents of the writ which was served on two subsidiaries of EZRA Holdings was material in nature. So it was never made public.
Iceberg Research is right when they state
"Singapore’s regulators just don’t care. They can’t be criticized by the press. They can try to discredit whistleblowers."
More to be added...