Eastern Holdings

[opmi]

If he is disqualified as director, it may be a positive catalyst if he can kiss goodbye to buying out the company.
Now cannot even 'earn out' via directors salary. The only way left to get cash out is via dividends.

Why not? He can still make an offer to buy out the minorities.

Not a director? Nevermind.
He can send any of his soldiers to be a director.
He can be appointed as a consultant and get fees.
Sinwa, no?

He still got a son. Probably will see the son pop up at next AGM.

If he appointed as consultant, it is an IPT. need to vote.

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What kinda of interest did he have in that loan? Can this be treated as a related party transaction act?

since EHL lend $ to Dorm Inv, I guess Tay owned some DI shares via some nominee.

The question is who tip off CAD? former FC? former ID Geraldine Goh?
The nominee himself???

若要人不知，除非己莫为

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If he is disqualified as director, it may be a positive catalyst if he can kiss goodbye to buying out the company.
Now cannot even 'earn out' via directors salary. The only way left to get cash out is via dividends.

I dont know how EHL Nominating Committee can recommend Tay to be a director at next AGM. Watch out for the Notice of AGM.

Nominate the other controlling shareholder, his wife?

Is the wife competent enough to run the company (although it is just cash and unit trusts) ?? Can NC justify her nomination???

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As said before, Tay not very cash rich.

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Just a question: Will the banks recall MBT loan (if any) if Tay cannot be a director of EHL and MBT???

Good question indeed. EHL did not declare dividends so maybe he was caught offguard by this charge. Is it possible to reverse this decision (of no dividends) or else need to wait until 1H14? Or else would he even be able to pay for the lawsuit if the loan gets recalled? Borrow against the bungalow or maybe sell it?

[opmi]

Usually before the charge, there will be investigations and interviews. The Board should know about it beforehand.

not difficult to pay special dividend at any point in time. See FNN. At worst, just call for EGM lor. Shareholders would gladly attend to approve.

[smallcaps]

Usually before the charge, there will be investigations and interviews. The Board should know about it beforehand.

not difficult to pay special dividend at any point in time. See FNN. At worst, just call for EGM lor. Shareholders would gladly attend to approve.

Not sure if investigations could take that long but he might not be prepared for the actual charge if it's actually the one he was investigated for 4 years back...

Reason why I don't trust the Stephen Tay:

[CNA May 2009]
SINGAPORE: Mainboard-listed publisher Eastern Holdings said its board of directors is assisting in investigations by the Corrupt Practices Investigation Bureau (CPIB).

It said the directors were interviewed from May 21 to 25.

The investigation is said to involve a loan made by Eastern Holdings to an unrelated third party.

Five of the board members - namely Chairman Stephen Tay, Kenneth Tan, Robbin Lim, William Teo and Geraldine Ong - assisted the CPIB in the case.

So far, only Mr Tay has been issued a summon and he is currently on bail.

Eastern Holdings' main businesses relate to publishing journals and magazines, and its flagship product is the "Motherhood" magazine. - CNA/vm

I don't think it's fair that the Chairman who is out on bail on a CPIB investigation can make a GO for the company.

Note to self - Stop sounding like a sore loser. I know I can vote with my feet but I'm trying to get maximum value out of this bad situation.

[opmi]

Investigations takes very long. From investigations to actual charge, can be 1-2 years.

[smallcaps]

Actually, to avoid all the AGM issues, shouldn't ST call for a delisting EGM, like as fast as possible? I presume he could delay the AGM until end of sep?

[opmi]

i guess ST may want to stay low for now.
The bad publicity will cause any low ball delisting/exit offer to fail.

[smallcaps]

Wonder if need to resign like fu yu's ex-ceo? He was also controlling shareholder, I think.

From Fu Yu AR:

Our former Executive Chairman and CEO and also one of
the Founders of the Company, Mr. Lui Choon Hay, resigned
as a director from the Fu Yu group of companies on 16
January 2007 as a result of his failure to exercise his
fiduciary duties as a director and had possibly breached
Section 157 of the Companies Act.

[opmi]

From the Companies Act

Disqualification to act as director on conviction of certain offences

154. —(1) Where a person is convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more, he shall be subject to the disqualifications provided in subsection (3).
[22/93]

(2) Where a person is convicted in Singapore of —
(a) any offence in connection with the formation or management of a corporation; or
(b) any offence under section 157 or 339, the court may make a disqualification order in addition to any other sentence imposed.

(3) A person who is disqualified under subsection (1) or who has had a disqualification order made against him under subsection (2) shall not act as a director of a company or of a foreign company to which Division 2 of Part XI applies nor shall he take part, whether directly or indirectly, in the management of such a company or foreign company.

(4) (a) Where a disqualified person has not been sentenced to imprisonment, the disqualifications in subsection (3) shall take effect upon conviction and shall continue for a period of 5 years or for such shorter period as the court may order under subsection (2).

(b) Where a disqualified person is sentenced to imprisonment, the disqualifications in subsection (3) shall take effect upon conviction and shall continue for a period of 5 years after his release from prison.

(5) A person who acts in contravention of a disqualification under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.

(6) An application for leave to act as a director of a company or of a foreign company to which Division 2 of Part XI applies or to take part whether directly or indirectly, in the management of such a company or foreign company may be made by a person against whom a disqualification order has been made upon that person giving the Minister not less than 14 days’ notice of his intention to apply for such leave.

(7) On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application.

(8) Without prejudice to section 409, a District Court may make a disqualification order under this section.

(9) Any right to apply for leave of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12th November 1993 shall on or after that date be treated as subsisting by virtue of the corresponding provision made under this section.
[UK, 1948, s. 188; Aust. 1961, s. 122]

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Wonder if need to resign like fu yu's ex-ceo? He was also controlling shareholder, I think.

From Fu Yu AR:

Our former Executive Chairman and CEO and also one of
the Founders of the Company, Mr. Lui Choon Hay, resigned
as a director from the Fu Yu group of companies on 16
January 2007 as a result of his failure to exercise his
fiduciary duties as a director and had possibly breached
Section 157 of the Companies Act.

All directors has the statutory duty to act in the best interests of all shareholders. Appointing by the Nominating Comm of a director who is facing charges is NOT in the best interests of the company. Can always reinstate director if acquitted or charges dropped.

[smallcaps]

Contrary to my expectations, the stock price actually went up instead of down today...