Hitting a Brick Wall - Banking Secrecy, Legal Privilege and a Conspiracy to Defraud
Even if the events below were legal under Singapore Law, were they ethical? I appreciate that the Head of Allen & Gledhill at the time was the current Attorney General and the lawyer representing Lionel Lee is the current Second Minister of Law, but that should call for more scrutiny into what took place, and not less.
Lionel Lee, who was a client of Singapore's Government Linked DBS bank and politically connected law firm Allen & Gledhill, was acting on behalf of the EMAS Group in negotiations to buy Australian company Strategic Marine. Lee failed on several occasions to disclose that he held a claim to a beneficial interest in Strategic Marine and an associated entity, in which he also held a claim to a beneficial interest.
To the contrary, in this SGX announcement the market was advised that "None of the directors or controlling shareholders of the Company has any interest, direct or indirect, in the Proposed Acquisition."
The above, and later option deeds were provided by the CFO of EMAS Offshore to the Directors of Strategic Marine. The MD EZRA Holdings, The EMAS Group Legal Counsel and other EMAS staff were copied in on the emails. I think any reasonable person would think that Allen & Gledhill was the law firm acting on behalf of the EMAS Group of companies.
On the 17th August 2012, a meeting took place with the MD EZRA Holdings and the Strategic Marine Directors to discuss the agenda items below in relation to the acquisition of Strategic Marine by Triyards when it listed on the SGX. Triyards was a member of the EMAS Group.
But less than two-week before Triyards listed on the SGX, the party given the irrevocable option to purchase Strategic Marine was not shown to be Triyards, but the CEO of SGX listed KTL Global Tan Kheng Yeow, also known as Wilson Tan.
It was Wilson Tan who was now described as being given the irrevocable option to purchase Strategic Marine for providing assistance for loan facilities which were being arranged with DBS and OCBC. But the Strategic Marine lawyer claimed these loan were being facilitated by Lionel Lee, the MD EZRA Holdings, who would become Chairman of Triyards Holdings. "I think you know that the loan facilities were obtained with the assistance of Lionel Lee on behalf of Triyards"
It had been EMAS staff who had assisted in the refinancing of the Strategic Marine Vietnam loans from BIDV to OCBC and not Wilson Tan.
On 6th January 2013, a party to the transaction advised us that Wilson Tan's option deed was a sham and part of a conspiracy to defraud, so we set about obtaining a copy of that sham document. We were told that Wilson Tan's option deed was never going to be exercised and was destined for the shredder, to be replaced within seconds with the 'real' Triyards option deed.
Supporting the claim that Wilson Tan's option deed was a sham, Tan had witnessed his own signature on the option deeds to acquire Strategic Marine and there was no witness.
On the option deed of another entity which Triyards was also proposing to acquire, the CFO of EMAS, soon to be Chairman of Triyards, witnessed Wilson Tan's signature as Tan being the option holder.
I think any reasonable person would believe that the EMAS CFO knew Wilson Tan, and was aware that it was Triyards who was proposing to purchase Henderson Supply Base, not Wilson Tan.
All eight of Wilson Tan's cancellation notices had been pre-signed and left undated and unwitnessed to be used when ready. I don't believe any reasonable person would believe that an option holder would do this, unless they had no intention of ever exercising that option. Triyards was proposing to acquire both the entities referred to in the cancellation notices below.
Wilson Tan's option deed and the option deed drawn up by Allen & Gledhill for EMAS appeared to be identical documents. The marked up changes in the EMAS document, were shown as being accepted in Wilson Tan's document. Any reasonable person would believe that either Allen & Gledhill had drawn up both sets of documents, or one had been tampered with. .
Confused as to who Allen & Gledhill was representing in the transaction to acquire Strategic Marine, and concerned because there had been a conspiracy to defraud, I wrote and asked.
Allen & Gledhill would only acknowledge acting for Lionel Lee and failed to respond to my questions as to whether it also represented the EMAS Group and Wilson Tan.
In addition to my concerns as to whether Allen & Gledhill had drawn up the option deed used by Wilson Tan in a conspiracy to defraud, was that DBS knew of the existence of Wilson Tan's option deed.
DBS was aware that its client, a member of the EMAS Group, was proposing to acquire Strategic Marine. Yet a day prior to the Triyards meeting shown in the agenda above, someone at DBS was asking Strategic Marine Singapore for a copy of Wilson Tan's option deed, being the document which would be used in a conspiracy to defraud.
Below is the list of Strategic Marine Vendors which were included in the Option Deed purportedly drawn up by Allen & Gledhill
The one vendor missing from the above list is the 20% shareholder Geraldton Investment Limited (GIL). Allegations would later come to light that someone had affixed the signature of the authorised representative of 'struck off" GIL onto four Strategic Marine documents, including the shareholder agreement, after delivery to the offices of the EMAS Group.
The authorised representative stated in a Statutory Declaration and a Statement of Claim that he did not see, sign or authorise anyone to affix his signature to those documents, on behalf of a struck off entity.
Who asked Allen & Gledhill to omit GIL from the option agreement and why?
If Allen & Gledhill only represented Lionel Lee, did the firm draw up the legal documents for EMAS Offshore and Wilson Tan on the instructions of Lionel Lee?
Why was DBS asking for a copy of Wilson Tan's option deed, when DBS knew that a member of the EMAS Group was proposing to acquire Strategic Marine?
Even in the unlikely event it was legal under Singapore Law for Wilson Tan to act as a pseudo purchaser in a conspiracy to defraud, was it ethical?
Even if it is legal under Singapore Law to offer parties a financial incentive to retroactively endorse/ratify legal documents alleged to contain forged signatures which had been affixed on behalf of a 'struck off" entity, it is ethical?
Wilson Tan has been charged with cheating and false trading in an unrelated matter, perhaps he should be questioned as to the part he and others played in the conspiracy to defraud my family? Perhaps Wilson Tan can shed some light on what DBS bank and Allen & Gledhill knew of the part he played in Triyards' acquisition of Strategic Marine.