Following a joint investigation conducted by the Commercial Affairs Department of the Singapore Police Force and the Monetary Authority of Singapore, eight former directors of Swiber Holdings Limited (“Swiber”) were charged on 13 October 2023 under the Securities and Futures Act (“SFA”) in connection with breaches by Swiber. Yeo Chee Neng (“Yeo”), then Chief Executive Officer (“CEO”) and Group President of Swiber, was also charged for insider trading of Swiber debentures, a form of securities, and breaches relating to notification of his interest in Swiber debentures.
Charges in connection with breaches by Swiber
On 15 December 2014, Swiber announced that it had secured a US$710 million project award to provide Engineering, Procurement, Construction, Installation and Commissioning services for an offshore field development project. This announcement was allegedly false in a material particular as at the material time, Swiber Offshore Construction Pte. Ltd. ("SOC”), Swiber’s wholly owned subsidiary, had only signed a Letter of Intent authorising expenditure of up to US$2 million on this project.
The eight former directors each faces one charge under Section 199(b)(ii) read with Section 331(1) of the SFA, for their roles in connection to the alleged false statement by Swiber on the US$710 million project award:
- For consenting to Swiber’s false statement
Accused persons Role in Swiber at the material time Raymond Kim Goh Founder of Swiber and Executive Chairman Francis Wong Chin Sing Executive Director and Group CEO Tay Gim Sin Leonard Executive Director and Group CFO Nitish Gupta Executive Director Yeo Chee Neng Non-executive Director
- For neglect in connection with Swiber’s false statement
Accused persons Role in Swiber at the material time Jean Pers Executive Director Oon Thian Seng Independent Director Chia Fook Eng Independent Director
The five former directors in paragraph 3(a) each faces one additional charge under Section 203(2) read with Section 331(1) of the SFA, for conniving in Swiber’s reckless non-disclosure.
These concerned Swiber’s alleged reckless failure to disclose that Brunei Shell Petroleum Co Sdn Bhd had, on 24 October 2014, served SOC a Notice of Termination for the Champion Waterflood Project. The termination is information that had to be disclosed to avoid the establishment of a false market in Swiber securities, and thus a required disclosure under Rule 703(1)(a) of the SGX Mainboard Listing Rules.
Further charges against Yeo, former CEO and Group President of Swiber
- Insider trading
Between May and June 2016, Yeo, while allegedly in possession of non-public and material information relating to Swiber’s financial difficulties, had communicated such information to his wife on two occasions, and procured his wife to sell their joint holdings in Swiber debentures on one occasion. For doing so, he faces a total of three insider trading charges under Section 218(3)(a) and Section 218(2)(b) of the SFA.
- Failure to disclose interest changes in Swiber debentures
Yeo also faces four charges under Section 133(1) of the SFA for his alleged reckless failure to give notice in writing to Swiber of his interest and changes in his Swiber debentures on four occasions between 2014 and 2016.
If convicted, offenders face:
- Imprisonment of up to seven years, a fine not exceeding $250,000, or both, on each charge of an offence under Sections 199, 203 and 218 of the SFA; and
- Imprisonment of up to two years, a fine not exceeding $250,000, or both, on each charge of an offence under Section 133(1) of the SFA.
SINGAPORE POLICE FORCE
13 October 2023 @ 1:15 PM