Hitting a Brick Wall - Banking Secrecy, Legal Privilege and a Conspiracy to Defraud
- Julie O'Connor
- Sep 2, 2022
- 5 min read
Updated: Jan 23
Even if the following actions were somehow considered legal under Singaporean law, were they ethical?
The former Head of Allen & Gledhill is now the current Attorney General, and the lawyer who, to my knowledge, represented Lionel Lee is currently the Second Minister for Law. Additionally, the Minister for Law is an alumnus of the same law firm. While there is no allegation of wrongdoing against these individuals, it is baffling that multiple requests for an investigation have been denied due to "insufficient evidence." This stands in stark contrast to the case of Indonesian maid Parti Liyani, who was investigated, charged, and prosecuted based on weak and fabricated evidence, which implies that complainants need to manufacture evidence to prompt an investigation?
Lionel Lee (Lee), the Managing Director of EZRA Holdings, was a key client of the Singapore Government-linked DBS Bank and the politically connected law firm Allen & Gledhill. Lee represented EZRA Holdings Group in negotiations to acquire the Australian company Strategic Marine. However, on multiple occasions, Lee failed to disclose that he had a beneficial interest in Geraldton Investment Limited (GIL), a company with a shareholding in Strategic Marine and an associated entity.
Lee was listed as representing GIL during Strategic Marine shareholder meetings and was the point of contact for all GIL-related correspondence. Despite this, when signing Strategic Marine's legal documents—allegedly delivered to his office—the signature of a Vincent Lau appeared as having been affixed on behalf of GIL, witnessed by Lee’s personal assistant. Vincent Lau, in a Statutory Declaration and Statement of Claim, stated that he neither saw, signed, nor authorized anyone to sign the Strategic Marine documents on his behalf. He further confirmed that Lee's personal assistant could not have witnessed him signing these documents. Moreover, records indicate that GIL was legally incapable of entering into any agreement, as it had already been struck off.
The following option deed was provided by the CFO of EMAS Offshore to the Directors of Strategic Marine, with the Managing Director of EZRA Holdings, EMAS Group Legal Counsel, and other EMAS staff copied in on the emails. Under these circumstances, it seems reasonable to conclude 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 EZRA Holdings subsidiary Triyards when it listed on the SGX.
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 loans 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 January 6th, 2013, the acting CFO of Strategic Marine, who was involved in the transaction, informed us that Wilson Tan's option deed was a sham and part of a conspiracy to commit fraud and manipulate the share price of Triyards. Acting on this information, we sought to obtain a copy of the sham document. We were told that Wilson Tan's option deed was never intended to be exercised and was meant to be shredded, only to be replaced within seconds by the 'real' Triyards option deed.
Further evidence supporting the claim that Wilson Tan's option deed was a sham is the fact that Tan had witnessed his own signature on the option deeds to acquire Strategic Marine
On the option deed of another entity which Triyards was also proposing to acquire, the CFO of EMAS, soon to be CEO 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.
The names of the two entities that Wilson Tan was given an irreovocable option to acquire were Strategic Marine Lty Ltd and Everpoint Pty Ltd. But whilst Wilson Tan held Power of Attorney for these entities, the company names were changed to Henderson Marine Base Pty and Henderson Supply Base Pty. Triyards would then announce the acquisitions of these 'renamed' entities.
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 acknowledged acting for Lionel Lee who held a beneficial interest in Strategic Marine (the seller) and EZRA Holdings Group (the buyer), but would not confirm if it had also acted for, and drawn up the option deeds for both the EZRA Holdings Group and Wilson Tan to acquire Strategic Marine.
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 EZRA Holdings 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 shareholder GIL. The authorised representative of GIL later alleged that his signature had been forged on onto four Strategic Marine documents, including the shareholder agreement, after delivery to the offices of the EZRA Holdings Group.
Was GIL omitted from the option agreement so that Lee's beneficial interest could be hidden?
In the SGX announcement of Triyards acquiring the Strategic Marine assets, Triyards misled investors when it claimed that No Director or controlling shareholder of the Company had any interest, direct or indirect in the Proposed Acquisition. Lee, who was Chairman of Triyards and MD of its largest shareholder EZRA Holdings held a beneficial interest in GIL which was a shareholder of the seller (Strategic Marine). According to the Strategic Marine Constitution GIL was entitled to 99.8% of any dividends declared by Strategic Marine. Triyards paid Strategic Marine A$23,300,000 for the assets, of which GIL could have potentially received A$23,253,400. Strategic Marine ceased to trade after selling the assets due to lack of funds.
Then there was the delayed response and refusal to authenticate two DBS letters...
Just the tip of a large hidden iceberg
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