Investigator uncovers breaches in disclosure ordinance

THE history of the case goes back a long way, to the days when former taipan Bill Wyllie, who once ran Hutchison, stalked the shadowy world of Hong Kong smaller-company stock dealing.

In January 1987, Asia Securities, a company controlled by Bill Wyllie acquired control of shell company Union V-tex Realty.

The group had fallen upon financial difficulties on dealing in Thailand.

In April the company name was changed to Asia Securities International.

At the time, for a considerable period into the very early 1990s, the stock market watched Mr Wyllie's actions with interest.

The story was that Mr Wyllie was going to create a new hong or corporate finance mammoth to challenge the might of his former corporate stable, Hutchison Whampoa, and some of the emerging hongs like Paliburg.

Between 1987 and 1991 Asia Securities held control of Asia Securities International, with some 57.6 per cent of shares in its possession on January 1, 1991.

The probe stems from the retirement of Mr Wyllie, who had spent 39 years in Asia, the last 27 years in Hong Kong. At the age of 58 he decided to step down to spend more time with his family.

On February 8, 1991, Allied Group agreed to acquire from Asia Securities 120 million shares in listed Asia Securities International at $2.80.

Ten per cent was paid up, 40 per cent was payable on completion, and the balance would bear interest at a commercial rate and would be paid on April 27, 1992.

Under a put and call option, Asia Securities required Allied Group to buy and the Allied Group would require Asia Securities to sell a further 60 million Asia Securities International shares at $2.80 at any time until May 1, 1991.

This put and call option was exercised. Allied Group, therefore, acquired 180 million shares. Under the deal there were a series of sale trusts in place handling the shares.

The Securities and Futures Commission (SFC) inspector in the share probe, Stuart Crosby, said: ''It seems that the sale trust arrangements were to be put in place so as to allow Allied Group to buy part of Asia Securities holding of Asia Securities International without triggering an obligation for Allied Group and/or Asia Securities to make a takeover bid for Asia Securities International under the takeovers code.'' Mr Wyllie said the trusts were in place for Australian tax purposes and it was important for him to realise profits before June 30.

In March 1991 Mr Wyllie met the Chinachem Group, which was interested in buying a 23 per cent stake in Asia Securities International which would otherwise have ended up in the sale trust.

A preliminary agreement was reached and a deposit cheque of 10 per cent was given to Mr Wyllie.

But this sale did not proceed.

Mr Crosby said: ''It seems that this was because Chinachem insisted on warranties from Asia Securities.'' It included board representation.

Things got complicated as Malaysian business tycoon Lee Ming Tee, former chairman of Allied Group, made it clear to Mr Wyllie that if this sale to Chinachem went through the deal between them was over and, if necessary, Allied Group would sell its stake in Asia Securities International.

Asia Securities interests were unhappy about linking up with Chinachem at the board level because joint ventures in property with the group ''had been a constant source of difficulty for the Asia Securities International staff and management involved''.

Under the original Allied Group-Asia Securities share deal, it was agreed this 23 per cent of shares would be sold to independent third parties, via a sale trust, by May 15, 1991 at $2.40. Because of a weak market this did not happen.

Mr Crosby said: ''Mr Wyllie says that he was very keen to realise before June 30, 1991 the assets and profits that he had accumulated in Hong Kong. Time was getting tight.'' Mr Wyllie's adviser, Standard Chartered Asia, would end up driving down the share price of Asia Securities international if it agreed to offload stock.

Mr Crosby said: ''So it was decided that a nominal block of 60 million shares would be given to Standard Chartered Asia under the terms of an irrevocable sale trust mandate.

''Standard Charted Asia would try to dispose of those shares in one line to an institutional or long-term investor.'' It was these shares that formed the basis of the current investigation.

Lanchester Holding took up the 180 million shares to Allied Group and the 60 million shares with Standard Chartered.

On June 28, 1991 the key deal that started a train of events forming the basis of the current investigation occurred.

An agreement was entered into where Wong Sheu Chui, a Singapore resident, purported to buy at $2.50 each the 60 million shares placed with Standard Chartered.

The shares were actually sold by Asia Securities and Quatro Enterprises.

In a disclosure to the regulators it was said he was an independent third party from Allied Group.

David Stileman of Standard Chartered said he understood the deal came via Hang Fung Securities.

The deal was agreed on deferred terms as Mr Wyllie said he did not need the cash immediately.

Initially Mr Wong said his brother Steve Wong, alias Esteban G Pena Sy, handled his Hong Kong affairs and the shares were not his.

Payment for these shares were made by Christfund, owned by Christopher Cheung. The company in the Allen Report was found to be associated with Mr Lee.

The shares were also paid for by AP Finance, as subsidiary of Allied Properties. The means of payment was said to be confusing and linked to loans.

In July 1991 a bonus issue of shares was made, taking the total shares in question from 60 million to 66 million.

In spite of the Securities Disclosure Ordinance of beneficial interest coming in on September 1, 1991, ''no disclosure was made in respect of the 66 million Asia Securities International shares, despite their constituting 11.5 per cent of Asia Securities issued share capital'', Mr Crosby said.

In June 1992 the number of shares apparently owned by Mr Wong fell to 54.9 million after a series of sales, some through Dao Heng Securities.