Thursday, November 20, 2014
Why spend RM97 million to cheat a company for RM50 million?
Still curious on Protasco Berhad.
The titled question still puzzles us. If Tey Poe Yee and Ooi Kock Aun cheated Prostasco for RM50 million, they run the risk of getting into trouble with the law and have their RM97 million investment in shares forfeited.
Supposed they manage to escape the law, the company's value will reduce by RM50 million and could translate to a lower share price, thus netting off with much return or even losses. Why take such risk?
Since repeating that line several times in this blog, one blog emerged to try reply us by cooking up a story that the modus operandi of Tey and Ooi resembled what happened to the shareholder of a troubled property company.
Unfortunately it is a poor example to be credible.
So happen we've met the troubled controlling shareholder when living abroad. He was charged for 58 counts of insider trading and his son is still at it cooking up one JV after another. Looks to us that the claimed victim is truly a cheat.
After the blog hacking incident, several blogs emerged to defend Dato Chong Ken Pen but it is filled with sweeping statements, unsubstantiated allegations and unrelated personal affairs.
Till they show the proofs, the comments won't get released. It's intention is diversion.
Yet they want a space in blogosphere by asking us for traffic? Aren't they greedy?
Tey and Ooi are being accused for having "breached their fiduciary and statutory duties, including the duty to disclose their interest in the transaction, conspiracy to defraud the company and the making of secret profits". A recap of the event can be found in The Star here.
Thus far no proof have been revealed and allegations substantiated.
Instead, with the help from one media savvy Director, Chong have cornered the mainstream media and financial papers to the extent that reporters are willing to publish their spin based on "undisclosed source" to build a negative perception of Tey and Ooi.
Chairman Tan Sri Hadenan was heard to be putting his weight as a Chairman in an MACC Committee and as Member of the Board of Directors of Maybank.
By rights, he should expunge himself from all positions for he could be deemed as abusing the influence and prestige that comes with the two positions.
With only the play of perception, will the shareholders vote against them by a mere accusation not accompanied with fact or proof to show?
Go google? That sounded like Rafizi Ramli.
In Bigdog's here, a commentator by the nicname of Alice passed a legalistic sounding comment which suspiciously look like it came from Protasco. Then another comentator by the nicname Hangover rebutted. Maybe it is the feisty Tey.
We reproduce both below:
I just want to add several facts with regards to the on going case:
1. Protasco’s allegation against Tey Por Yee and Ooi Kock Aun in their lawsuit are that the two directors try to deceive Protasco and making secret profits by establishing an Indonesian companies (PT Anglo Slavic Utama/ASU and PT Anglo Slavic Indonesia/ASI) and inducing Protasco to buy ASU’s shares in ASI without disclosing that they are the owners of ASU and ASI.
Dear Mr Alice Chong,
In the name of all mighty, your boss days are numbered eaten by guilt inch by inch to judgement day. Watch how he rots.
If you wants to quote “facts”, show your underwear like Big Dog does – post a link to the “black and white” facts documents to substance your allegations. Enough lies on “character assassination” in the name of “facts”. Show us you have no balls or else you are man.
Lets open the mask one by one to see the ugly face of MD Chong, the only Executive Director in Mickey Mouse Club House.
1. A) Big lier Mr. Alice, you are so thick face or blind to keep lying in front of Big Dog on what “deceive protasco and making secret profits”?
Your MD Chong “knew and signed a shareholders agreement, knowing the consulting firm may own the rights/mandated or refers deals” for their client (protasco and vendor). So what “deceive and making secret profit”? If any, the one deceive is the one signing, so first to go to jail is MD Chong because he sign such agreement. The more you “deceive Big Dog”, the faster MD Chong goes to jail. Click Big Dog file and slap your own face every time you repeat this lie.
[Refer to our previous posting here which shows Chong as signatories in several agreements]
B) “Establishing indonesia companies and inducing protasco (means MD chong) in buying indonesia asset without telling they are owner of the companies etc.”
The consultants “by the order made by client”, (which is MD Chong and vendor), mandated the business advisory firm to help both of you structure the asset to clean up and fits your country needs, in legitimate way. If you never use business advisory services, don’t talk cock to again “deceive Big Dog” inteligence. Your nonsense would means Goldman Sachs, JP Morgan or even CIMB alike who do corporate structuring are “owners” of their projects? So these advisory firms are “inducing” their clients? They all use “woodoo” to hold your MD chong hand to sign contract, sign cheque? Show SSM share registrar to show if the consultants names are in any of your verbal alegations or not, does what Big Dog does – show document proofs. If no proof, don’t insult Big Dog inteligence here.
2. Tey Por Yee’s lawsuit through Kingdom Seekers are vexatious at best because after Dato Chong’s last press conference, Tey finally admits that the RM 10million wired to Dato Chong’s bank account was actually part of a payment for a RM 20million loan received by Tey so he would be able to finalize the purchase of Protasco’s share. Larry also said to media, to the effect that he refused to return the rest RM 10million he owned to Dato Chong.
2. Making up nonsense in point 1 still don’t feel shameful enough? Further made up defamation statement quoted “Tey admitted the rm10mil was to repay loan bla bla bla”. Most laughable “he refuse to repay bla bla bla”. Which Disneyland Tabloit did you saw Tey said such nonsense? Master of fact twister, put a link here to proof such report.
The fact is newspaper written that Tey has a loan for one of his company more like “security fund” to ensure that MD Chong don’t play cheat and ensure he fulfill his agreement, which only gets to repay AFTER MD Chong “completed oil asset acquisition”. Which means this is totally seperate dealing from the money MD Chong took, and MD Chong has not completed the oil asset acquisition, repay what? This criminal act if Indonesia told media is true, MD Chong does not know how to cover, pulled two unrelated dealing to match his lies. This is too much. Dare enough to show proof of “loan agreement”, which may imply MD Chong go further straight to jail? If no proof, don’t insult Big Dog further. If know the consequences, shut up or he goes in faster!
3. It is not that Dato Tan Sri takes side with Dato Chong, but he acted as what he did because Larry Tey/Tey Por Yee failed to produce any documents evidencing Dato Chong’s wrongdoing when he was given chance to during the board meetings.
All of the above informations can be obtained by googling.
That being said, I found that the one who is without integrity is Larry Tey Por Yee and Adrian Ooi Kock Aun.
3. “The mickey mouse club Tan Sri, Dato etc whatever sided MD Chong bla bla bla” and did not see “evidence” nonsense.
Hallo mickeys? All media got a copy, you wide open eye says “you did not see evidence”? The hard evidence is photocopied even nasi bungkus newspaper also can find. Those are black and white copies. Dare to show loan agreement what terms MD chong signed? We forgot, he goes to jail if truth shows he is lying. If so, shut up on the covering.
On the other hand, Tey and Ooi as per media recorded their board minutes shown, “the mickey mouse club” purposely rush a board meeting when they were on vacation, and board minutes shows NO paper proven evidence except “an office boy <>allegations” toilet paper called Statutory Declaration. Hallo mickeys, if a gardener alegations without giving hard evidence saying Tan Sri “rape him”, you straight report polis and sue Tan Sri to court? Without even asking Tan Sri “you rape the gardener?” At least ask him show his dick for lab examination. Wake up Disneyland jokers, you insult Big Dog like he don’t know what is “natural justice”? No matter how you cover up the mickey mouse failure in fulfilling their fiduciary duty as directors (of mickey mouse club), resign or be punished uglily. Shame on your seniority and what ajaran sesat teach you to bully two young people playing “seniority and sympathy”. Definately not infront of Big Dog.
Alice posted another allegation:
Facts giving rise to the case:
1. On November 2012, Tey Por Yee brought a potential investment opportunity to Protasco, which involve the purchase of 76% shares of the total issued share capital of ASI. ASI owned and controlled 49% of PT Firman Andalan Sakti/FAS which owned 70% of PT Hase Bumou Aceh/Haseba.. Haseba had entered into a partnership agreement with PT Pertamina to develop and produce oil and gas in the Aceh Province, Indonesia (the “Project”).
2. Protasco entered into a sale and purchase agreement with ASU for the acquisition of 76% of the share capital of ASI amounting to USD 55million (“SPA”). Pursuant to the SPA, Protasco deposit amount of RM 50million to ASU’s account.
The next sentence, again, same old MD Chong style, with defamation and allegation, shameful enough to question Tey and Ooi “integrity”. Hallo? Reading the ugly facts above being reveal, Mr. Alice Chong, you still qualified to even say the word integrity? By now, readers would shout “Snake and Mr. Alice, beat Alice first!” Lets open up more ugly lies below.
The traps lets slice the masked devil line by line:
3. Due to significant material discoveries made through the Due Dilligence, Protasco secured a reduction to the purchase price and signed the Amended and Restated Sale and Purchase Agreement. Some Conditions Precedents were not fulfilled on the side of ASU because it is actually not attainable.
3. Read the nonsense, you will find clear doubts the entire process. What material findings? Show the facts with proof here. No integrity and shameful to say that “MD Chong don’t want to honor a proven legitimate deal”, no face to admit such guilty motive? The explanation to media report was, MD Chong on purpose setting new terms and cause a supposedly less than 6 months deal as per his shareholders agreement, to delay over 18 months, by setting beyond industry “standards terms by himself” causing the deal to falls into dead lock. Hallo Mickey mouse! Who on the Mickey mouse club knows about a foreign oil business? In what Disneyland name you learn to do business setting “terms to ask government follow your Mickey Mouse way”? There is only YOU the Mouse Club follows what government SOP and terms, not the other way round, rats! If there is a will to HONOR and COMPLETE the feasible and legitimate oil deal, it would have been done by hiring Indonesia oil experts, and completed long time ago. There is no intention except Mickey mouse show, that is how the traps were set in the layers of subsequent Mickey mouse terms. The vendor could have sue the company for defamation and cheating by wasted their time and opportunity cost. Lucky the Indonesia is in new government transition period, no officer is free to sue the Mickeys.
4. During a board meeting of Protasco to discuss the issue of SPA’s which resulted in the formation of the investigation committee/IC, Larry Tey vigorously defended ASU.
4. Tey as the whistle blower would have told straight forward to the Mickey mouse board members, the lengthen excused by company (MD Chong) to keep delay the due diligence proven asset, and keep adding new terms to a 2 years long deal, would be seen as “intention to not honor a deal”, by common sense if company recklessly set terms beyond industry norms, obviously it would be harmful to company if vendor sue for opportunity cost – it is not uncommon the economic value lost due to Mickey mouse way of handling oil project “all by themselves inside mouse club”, what the rats know about oil?!
Here comes the “burst of ugly face of MD Chong slap wide open the fake mask reveal his true intention”! He just don’t want to honor his words, be it how good the asset is. Why? Because he is a control freak, he does not want to honor his promise to what he signed on shareholders agreement. At the cost of company and at the devil calls to lie to whole world, starting from within his Mickey Mouse club board members!
5. The finding of the IC, inter alia, are as follows:
a. Larry Tey first approached Dato Chong in November 2012 through his vehicle, Global Capital Limited to jointly develop an oil and gas project based in Indonesia;
b. Larry Tey and Adrian Ooi are the beneficial owners of: ASU, PT Inovisi, Acclaim Investment Limited, and PT Green Pine (the largest single owners of PT Inovisi).
5. This lie goes on, lucky Big Dog busted Mr. Alice ugly face behind the mask:
A. Bingo! IC what? Investigation Committee or Incapable Cocks?
Hello! Shameful enough to post on Big Dog blog, where Big Dog has MD Chong’s shareholders agreement dated 3rd November, 2012 showing all the ugly cries and tears he promised, and here you repeat the lies of “Tey approach chong in November bla bla bla”, then Chong forgot his lie that he told The Sun paper “he don’t know Tey until December 2012. (Read http://www.thesundaily.my/news/1227235) “!?
Lier lier lier. The more lie make up stories to cover his wrong doing and bad intentions, the worst off he lost his credibility. Mr Alice, Copy and paste lies also learn a bit, don’t be so lazy.
B. “Tey and Ooi are Goldman Sachs, CIMB, Genting owners and shareholders bla bla bla”. Oh really? Challenge Big Dog, show black and white SSM share registrar record to prove so. No hard evidence, run for cover or Big Dog will bite your balls off.
6. In view of the findings from the investigations, it became evident that Protasco had been a victim of deception, and fraud by ASU, Larry Tey and Adrian Ooi since neither of them disclosed their personal interest in ASI to the board of directors of Protasco as they are required under the law. In fact, Protasco was wrongly led to believe that the business opportunity to invest in ASI with ASU is undertaken at arms length.
6. Here’s the amusing part or jewel of Mickey Mouse Club house IC (incapable cocks) conclusion:
Based on ALL above lies, and an office boy Verbal Lie statement, with zero hard evidence, the Club chairman Latuk Kuching Kurap, Dato Kambing and Mr. hantu concluded “gardener said that Tan Sri rape the gardener is confirm, real, send Syariah court NOW, be stoned today this evening, cannot wait”.
Tan Sri cries “wait, let me explain….”, Latuk Kuching Kurap said “shhhh, Tan Sri, go explain to Your God, after you are stoned in Syariah court. You cannot talk (truth) in Mickey Mouse Club or else board meeting will record (truth), we all Mouseketeer will be shown made mistake, you die better than we die. Shhhh. F off!” Board meeting dismissed.
That’s how corporate governance are conducted and justice are served in Disneyland. Interesting?
Anyone who painfully coughed out RM97 million to later face all this, will be angry. Did Hangover paid that RM97 million?
Leave that as it may.
Interestingly, the owner of the removed blog Right To Be Heard responded to our private e-mail. After two emails, we received the full agreements and the due diligence report.
The due dilligence report was done by reputable firms internationally and in Indonesia. The email said it was coordinated by Choong's son. See the front cover of the due diligence below:
Since the due dilligence was undertaken by the buyer, Protasco, naturally all the downside are explored. In one go, it the venture seemed to have lots of flaw but that is quite normal.
Chong signed the first SPA on December 28, 2012. Then a supplemental agreement to revise the SPA on June 28 2013.
Finally after the due dilligence, they signed an amended SPA on January 30, 2014. The original deal of 76% at US$55 million was revised to 63% at US$22 million. The flaw had generally been accounted for.
Were they cheated into a potentially losing prepositions?
The above was the number presented to Chong's son and passed to the Board. There will be a profit of US$22 million and with cost expected at 13%.
The deal to purchase PT ASU was profitable. On top of that, The Star here quoted Protasco was given a profit guarantee of US$22 million.
Now, was there a clause in the SPA for PT ASU to get a 10 year extension? That has to be found out but this was highlighted below:
That tenure was laid out on the table.
We are still unsure whether there exist a clause on their SPA agreements that stipulate PT ASU must secure an extension of 10 years from Pertamina.
It is usually up to the government to determine. PT ASU couldn't possibly agree and guarantee to a position beyond their ability to do so.
In case there is an issue made out on non-disclosure on PT ASU's financial liabilities, their outstanding loan to an Indonesian Bank is made known.
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