SC reprimands several parties for failure to undertake mandatory offer

The Securities Commission (SC) today reprimanded two separate groups of people for failing to undertake mandatory offers for the remaining voting rights in Jasatera Berhad (Jasatera), after they separately triggered on separate occasions, the mandatory obligation under Rule 34.1 of the Malaysian Code on Take-overs and Mergers 1987 (1987 Code).

The SC stated that the issuance of the reprimand does not remove the mandatory offer obligation for the remaining voting rights in Jasatera on the part of the respective parties.

In the first case, the SC reprimanded Tan Seng Chai and persons acting in concert with him, namely Korakyat Corporation Sdn Bhd (KorakyatCorp), Tri-Align Holdings Sdn Bhd (Tri-Align), Abdul Rahman bin Ramli, Koh Ah Lan, Jason Ky-Jet Lim and Tan Kee Meng, for not undertaking a mandatory offer as required by the then Rule 34.1 of the Malaysian Code on Take-overs and Mergers 1987 (1987 Code).

On 5 September 1996, Tan Seng Chai, through KorakyatCorp, held 4,800,000 Jasatera shares or 24.02% indirect interest in Jasatera. Subsequently, on 24 January 1997, Tan Seng Chai, through Tri-Align, had acquired 5,165,080 Jasatera shares representing 25.85% of the issued and paid-up share capital from See Cheng Siang, See Chee Beaw and Dato’ Dr Jaafar Mohd Ali.

Pursuant to this acquisition, Tan Seng Chai and persons acting in concert with him collectively held more than 33% equity interest in Jasatera, thereby triggering the mandatory offer obligation under the then Rule 34.1 of the 1987 Code.

KorakyatCorp, Tri-Align, Jason Ky-Jet Lim, Tan Kee Meng, Abdul Rahman bin Ramli and Koh Ah Lan are deemed as acting in concert with Tan Seng Chai under the 1987 Code.

In the second case, the SC reprimanded Influx Advance Sdn Bhd (Influx Advance) and persons acting in concert with it, namely Koo Yuen Kim, Koo Woon Kee and Su Bee Leng, for not undertaking a mandatory offer, also as required by Rule 34.1 of the 1987 Code.

On 3 June 1998, Influx Advance had acquired 5,165,080 Jasatera shares from MBf Finance Berhad, representing 25.85% of the issued and paid-up share capital. Subsequently, Su Bee Leng, Koo Woon Kee and Koo Yuen Kim had, over a period of time, acquired additional shares in Jasatera. As a result of the additional acquisitions, on 12 November 1998, Influx Advance and persons acting in concert with it had increased their collective interest in Jasatera to more than 33%, thereby triggering the mandatory offer obligation under the then Rule 34.1 of the 1987 Code.

Su Bee Leng, Koo Yuen Kim and Koo Woon Kee are deemed as acting in concert with Influx Advance under the 1987 Code.

The SC said that the parties failed to give satisfactory explanations on why action should not be taken against them for their failure to carry out the mandatory offers for the remaining voting rights in Jasatera.

PUBLIC REPRIMAND

• TAN SENG CHAI AND PERSONS ACTING IN CONCERT (KORAKYAT CORPORATION SDN BHD, TRI-ALIGN HOLDINGS SDN BHD AND ABDUL RAHMAN BIN RAMLI, KOH AH LAN, JASON KY-JET LIM AND TAN KEE MENG; AND
• INFLUX ADVANCE SDN BHD AND PERSONS ACTING IN CONCERT (KOO YUEN KIM, KOO WOON KEE AND SU BEE LENG)

The Securities Commission (SC) today reprimands the following parties:

1. Tan Seng Chai and persons acting in concert with him, namely Korakyat Corporation Sdn Bhd (KorakyatCorp), Tri-Align Holdings Sdn Bhd (Tri-Align), Abdul Rahman bin Ramli, Koh Ah Lan, Jason Ky-Jet Lim and Tan Kee Meng, for not undertaking a mandatory offer for the remaining voting rights in Jasatera Berhad (Jasatera), as required by the then Rule 34.1 of the Malaysian Code on Take-overs and Mergers 1987 (1987 Code). On 5 September 1996, Tan Seng Chai, through KorakyatCorp, held 4,800,000 Jasatera shares or 24.02% indirect interest in Jasatera. Subsequently, on 24 January 1997, Tan Seng Chai, through Tri-Align, had acquired 5,165,080 Jasatera shares representing 25.85% of the issued and paid-up share capital from See Cheng Siang, See Chee Beaw and Dato’ Dr Jaafar Mohd Ali. Pursuant to this acquisition, Tan Seng Chai and persons acting in concert with him collectively held more than 33% equity interest in Jasatera, thereby triggering the mandatory offer obligation under the then Rule 34.1 of the 1987 Code; and
2. Influx Advance Sdn Bhd (Influx Advance) and persons acting in concert with it, namely Koo Yuen Kim, Koo Woon Kee and Su Bee Leng, for not undertaking a mandatory offer for the remaining voting rights in Jasatera, as required by Rule 34.1 of the 1987 Code. On 3 June 1998, Influx Advance had acquired 5,165,080 Jasatera shares from MBf Finance Berhad, representing 25.85% of the issued and paid-up share capital in Jasatera. Subsequently, Su Bee Leng, Koo Woon Kee and Koo Yuen Kim had, over a period of time, acquired additional shares in Jasatera. As a result of these additional acquisitions, on 12 November 1998, Influx Advance and persons acting in concert with it had increased their collective interest in Jasatera to more than 33%, thereby triggering the mandatory offer obligation under the then Rule 34.1 of the 1987 Code.

KorakyatCorp, Tri-Align, Jason Ky-Jet Lim, Tan Kee Meng, Abdul Rahman bin Ramli and Koh Ah Lan are deemed as acting in concert with Tan Seng Chai under the 1987 Code.

Su Bee Leng, Koo Yuen Kim and Koo Woon Kee are deemed as acting in concert with Influx Advance under the 1987 Code.

Show cause letters

All the parties were issued show cause letters and given due opportunity to explain why action should not be taken against them for their failure to carry out the mandatory offers for the remaining voting rights in Jasatera. Their explanations have been found to be unsatisfactory.

Mandatory offer obligation remains

The SC wishes to state that the issuance of this reprimand does not remove the mandatory offer obligation for the remaining voting rights in Jasatera on the part of the respective parties.

SECURITIES COMMISSION
7 January 2003