Yesterday's headline let us know that Tan Kheng Yeow, also known as Wilson Tan, had been sentenced to eight months in jail for false trading, after the High Court dismissed his appeal in July. It's hard for me to muster any sympathy for someone implicated in an alleged scheme to defraud my family, manipulate share prices, and deceive investors. But it does leave a bitter taste when you see others, with more wealth and arguably stronger political connections, doing far worse and walking away scot-free! Perhaps if Wilson Tan had a cool A$3.5 million to entice his accusers into silence or had ties strong enough to ensure no investigation took place, he’d be strolling around as a free man today! I, for one, don't see that as equitable justice.
But in a way, Wilson Tan might be thankful for small mercies. He is fortunate that none of the above allegations have been investigated. His associate, a former board member of the now defunct SGX listed EZRA Holdings and Triyards, who was an influential client of Government bank DBS and the politically connected law firm Allen & Gledhill, managed to escape any scrutiny. The official story by the Singapore authorities is a lack of sufficient evidence to investigate—how conveniently that line gets trotted out.
Were DBS and Allen & Gledhill Misled?
Documents, including two letters from DBS and an option deed allegedly drafted by the prestigious Singapore law firm Allen & Gledhill, were used in the conspiracy to defraud. Screenshots below appear to reveal Wilson Tan’s signature on the option deed, witnessed by none other than himself, along with pre-prepared cancellation notices conveniently missing dates and witness signatures. These documents back up the claim made by a senior Strategic Marine manager that Wilson Tan never intended to exercise the option deed and purchase the Strategic Marine Group for an incredulous $7, he was just part of a plan to defraud, mislead, and manipulate a share price.
Having worked at Strategic Marine in Singapore back in 2012 and having seen the minutes of Board Meetings and other documents, I was left with the impression that DBS and Allen & Gledhill were aware that Triyards Holdings was set to be the buyer of Strategic Marine Pty Ltd when Triyards was spun off from EZRA Holdings. So, color me shocked that someone at DBS had knowledge about Wilson Tan’s role in the planned acquisition. I mean, DBS asked for a copy of what has since been referred to as Wilson Tan’s ‘sham’ option deed, just one day before the final talks on the Triyards acquisition were set to happen with the MD of EZRA Holdings and the Directors of Strategic Marine. During that very meeting, the Strategic Marine Directors were informed that Wilson Tan was planned to be used as a Trustee in what was planned to be a Triyards acquisition… so, who tipped DBS off about this little nugget a day before the meeting, and why did DBS make Wilson Tan's option deed a condition precedent for DBS to continue the facility funding for Strategic Marine Singapore? Surely, there has to be a limit on the use of "banking secrecy"!
Lawyers claimed that it wasn't Wilson Tan, but it was an EZRA/Triyards Board member who provided the refinancing assistance for Strategic Marine (an entity in which he held an undisclosed claim to a beneficial interest). So, who prepared Wilson Tan's option deed, and why was DBS asking Wilson Tan and not the EZRA Holdings Board member to provide a Letter of Comfort?
Wilson Tan was shown to have signed and witnessed his own signature on the alleged 'sham' option deed (Fig. 1), a document nearly identical to the draft option deed prepared by Allen & Gledhill for a member of the EZRA Holdings Group to acquire the same entity—Strategic Marine (see excerpts above). It's unclear whether Wilson Tan and members of the EZRA Holdings Group were also clients of Allen & Gledhill or if Wilson Tan's option deed was a forged document.
In a move that defies logic, Wilson Tan chose to sign the irrevocable option deed to purchase the Strategic Marine Group for a grand total of A$7 (yes, seven dollars), and then provided Strategic Marine with pre-signed cancellation notices. This begs the question: why sign the option deed at all, unless of course it was always intended to be used for nefarious purposes?
Initially, Strategic Marine was valued between A$34M and A$42M, but within a week of that valuation, the company received a letter from DBS which caused that valuation to be slashed by 92.2% to 96.6%, bringing it down to just A$1.17M - A$3.26M. Shortly after, Triyards made an undisclosed attempt to acquire Strategic Marine for A$1.265M. Fast forward seven months, and the valuation of Strategic Marine conveniently skyrocketed to A$49.3M - A$63.6M, right when Triyards was raising over $20M to purchase two of Strategic Marine’s assets—all while failing to disclose that its Chairman held a claim to a beneficial interest in a shareholding of the seller Strategic Marine.
Wilson Tan's 'sham' option deed to purchase Strategic Marine was dated 6 October 2012. Less than eight weeks later, KTL Global, where Wilson Tan was CEO, conveniently secured an $11.3M order from EZRA units, including Triyards. Coincidence? Or was this his reward for playing his part in the scheme?
If Wilson Tan was a client of DBS and Allen & Gledhill—arguably both politically connected entities—it certainly raises questions about what they knew regarding his involvement in Triyards' acquisition of Strategic Marine and any potential conflicts of interest with their other client who was also attempting to acquire the same entity on behalf of the company of which he was Chairman! It's possible that DBS and Allen & Gledhill were also being misled, but without an investigation, investors will never know the full story, other than what is publicly available and provided in a series of articles titled EZRA and the Tri-tanic.
"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." "Would there be a post mortem and some measure of accountability from the regulatory perspective? I guess that would be up to the regulators and the kind of behaviour they would like to see in our market."
~ NUS Professor Mak Yuen Teen
It hasn’t gone unnoticed how others can clearly see the evidence right in front of them, or how it appears that fraudsters are being shielded from scrutiny. Do Singapore's authorities really need to assemble committees to figure out why investors are steering clear and why the market is stagnating, or should they focus on addressing the impotent regulators and conflicts of interest that are undermining trust in the system? Instead of endless deliberations and piecemeal investigations, perhaps it’s time for decisive action that tackles the core issues head-on.
The current Attorney General was the Head of Allen & Gledhill during the events in question. Despite the Government's claims of zero tolerance for corruption, no cover-ups, and a commitment to accountability, the Singapore Police have declined to investigate my allegations, citing advice from the Attorney General's Chambers. Given the Attorney General's potential conflict of interest and the Second Minister of Law's possible conflict, having been the legal representative of Wilson Tan's associate at the time, any decision by the Attorney General's Chambers or the Singapore Police on whether to investigate Allen & Gledhill's client and Wilson Tan could be compromised.
What I find deeply concerning is that, despite—or perhaps because of—the conflicted parties in the upper echelons, Singapore's authorities are somehow too short on evidence to even investigate the influential client of DBS and Allen & Gledhill, along with his associates—including Wilson Tan. Especially when there's a wealth of publicly available evidence of errant activities that goes well beyond what was used to investigate, prosecute, and wrongly convict Indonesian maid Parti Liyani. The EZRA Holdings Group was a billion-dollar entity that left a trail of victims in its wake, yet somehow, the authorities can’t seem to find enough reasons to warrant a closer look? Not too dissimilar to the excuse used for the paltry stern warnings meted out to the six employees implicated in Keppel's US$55M bribery scandal - a convenient lack of sufficient evidence!
Upholding integrity within institutions is crucial for societal trust and stability, as we have seen recently in the case involving the UK Post Office. It's essential for Singapore's ruling party not to just talk about, but to demonstrate a commitment to investigating allegations of conflicts and fraud thoroughly and transparently to uphold the integrity of the system and retain or regain public trust. Whether it will or not is a matter for PM Wong and his party to determine. If they condone conflicts and institutional cover-ups which will ultimately lead to a two-tier legal and justice system, then they cannot complain when all decisions taken become questionable.
As they say, the proof of the pudding is in the eating. When trust is lost, people start looking at actions and no longer relying on propaganda or marketing hype. If the system was working, I wouldn't be here eight-years later still blowing the whistle.
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