I gotten a reply from Mr Chew Eng Han with regards to the lawsuit made by City Harvest Church (CHC) to him. The following is his reply:
The press has reported on the court progress on CHC’s lawsuit against AMAC and myself for the SOF investments, and a CHC board member went on stage during last weekend’s church services to give their account of the events that have been happening. This suit started last November and soon after the press reported the story, CHC made an open statement to its members relating their side of the story and their ‘spiritual’ justification for taking me to court. One of their reasons was that I had refused to engage in negotiations with them and that they now considered me a heathen and no longer a brother-in-Christ.
I have kept silent from the start of the suit till today. It is time the half-truths and lies be opened up for all to see.
I am posting a repayment plan that was sent by me to the then Investment Committee on 20 Dec 2013. This plan was sent in the midst of negotiations with CHC and explains the whole history of the SOF and notes in particular that the board had knowledge of what the investments entailed and that they approved them. Unfortunately I found out from the Investment Committee at that time that the board had been representing to them their ignorance of what the SOF was all about. The impression given by the board was that I had somehow put these sums of money into the SOF without explaining to them the underlying application of the funds. This of course is not true and the recent court findings have in fact rejected their claims of ignorance.
It was because of this discovery of the board members’ feigned ignorance in late 2013 that I incorporated the history of the SOF into the repayment plan that was sent and reviewed by them in consultation with their lawyer.
In early 2014, their lawyer came up to me and said the board was reluctant to sign my repayment proposal plan because it contained the additional section on the history of the board’s knowledge and approval and also the developments that led to the inability to repay the underlying loans that made up the SOF tranches. Their lawyer asked if I could remove that section and that we just sign the section which dealt with the repayment schedule and plan. I declined and said the documented history was important in view of the fact that the board had been misrepresenting their lack of knowledge and involvement in the SOF approval process, and by doing so tainting my name and credibility by portraying me as some untamed fund manager who had put monies into the SOF without explaining to the board about the underlying nature and risks. That was a twisted distortion of what actually happened and the present court has found that the board had full knowledge from the beginning of the SOF in March 2009.
So when the board told its members that negotiations broke down, it was a half-truth. They consciously chose not to inform the members that it broke down because the board didn’t want to sign on a proposal which contained historical documentation of the SOF history which may implicate them with similar liability as AMAC. Last weekend in the church services, they continued to tell a story that makes me look like the “heathen” who refused to bear responsibility and refused to engage in reasonable discussions with them. It is clear to me and many observers today that the deceptive ways in CHC that started with the top leaders like Kong and Sun has seeped deep into the board and its top leadership as well.
The court has been shown the emails where the board was told about the SOF investment by the church accountant and which shows some of the board members stating their approval. The board was very happy when the first round of SOF raked in at least $3m of interest for 2009. It was the second round of SOF starting from late 2009 running into 2010 that got into trouble as the share collateral for the loans sank in value as the share price fell. When trouble came, the board started to distance itself and eventually feigned ignorance. That does remind me a lot of their leader Kong as was seen in the recently concluded trial. When will these proclaimed spiritual leaders learn to accept responsibility when things go wrong along with the credit they so crave for when things go well?
As for the personal guarantee which I gave for the SOF, the real story is that I was duped by them to sign a PG on the basis that it would apparently provide a reason for them to hold off COC’s pressure. I never felt pressured whether COC or the members would get tough on AMAC or myself, since investments do run into trouble and there is nothing to fear as long as there was no dishonesty. You will see from my repayment proposal that in fact I wanted the information on the history of the SOF to be made known to the members for their understanding. I had also made several requests (up to as recent as early 2014) for the church to arrange for me to meet COC, to explain the reasons for the troubled investments, but none of them took up my offer. The PG was signed by me eventually when Bobby Chaw (one of their key pastors) met me and asked me to sign the PG with the assurance that they did not intend to enforce it. The same reason about COC was given. I signed it trusting that a pastor would not lie.
In Nov 2014 when the church decided to launch a suit against AMAC and myself under the PG, it happened whilst the trial was on and I was shocked because from the time I sent them the repayment proposal in Dec 2013 till the filing of the suit, I heard nothing from them or the lawyer as to their intention regarding the repayment plan that I had submitted and was ready to sign. Keeping silent did not occur to me as a breakdown of negotiations until the church announced that they had to sue me because of my refusal to negotiate and they justified suing me since I had become a heathen. The fact that the board was so frightened to sign the proposal because of the historical documentation of the SOF speaks volumes of their sincerity in resolving this matter in a gentlemanly and responsible manner, not to mention in a spiritual way befitting of Christian leaders.
The document also points to the fact that AMAC had, prior to this troubled investment, made more than $11m in profits for the church. No one wanted to even acknowledge this or speak up for me on this, and so I had to include it in the document, that’s necessary when dealing with a breed of people who have no gratitude but are quick to assassinate for any failure or error.
In recent times the church has also boasted how the Suntec property has appreciated in value. Have any of the board members or pastors ever paused to think who was instrumental in getting the deal done for them? No. In CHC, the good that’s done doesn’t count for much, especially once you take a stand and leave the church. That brings reproach to the name of Christianity.
I am no heathen who has backslidden, or as some (including AR Bernard) have labelled me, a bitter man who cannot forgive. I am someone who still loves God and people but who has awakened to the truth that there can be more liars in a church than in the world. And that as real Christians we do need to take a stand to speak up when morals have deteriorated so much in the church that any whitewashing will only make the eventual downfall a much harder one. Unity in the body of Christ can only be based on repentance and truth. Otherwise, a clear line needs to be drawn.
[Mrs Light's comment: cut from the msg source file]
The repayment plan
Sent: Friday, 20 December 2013 3:15 PM To: Chc John Lim; CHC Francis Tay Subject: Fw: Payment Plan
Attachments: SOF payment plan.doc
Sent from my BlackBerry 10 smartphone.
Sent: Friday, 20 December, 2013 3:04 PM
Subject: Payment Plan
Proposal For Special Opportunity Fund (SOF) Redemption
AMAC’s role in City Harvest Church’s (CHC) investment:
AMAC Capital Partners Pte Ltd (AMAC), investment manager for CHC since July 2007, has been
advising on the church’s investments in the area of stocks, fixed income bonds and funds, and property acquisitions. From 2007 to date, excluding the outstanding current SOF investment, it has accumulated $11,267,550 in profits. These gains come largely from gains in stock trading, interest paid on past and current SOF investment, and interest on quoted and unquoted bonds. The size of the total portfolio of stocks and fixed income fluctuated around $20 million, and surged to as high as $50 million when Xtron and Firna bonds were purchased.
CHC’s investment – documentary summary 2007 t0 2013
CHC’s Board had taken the approach of accepting a higher risk tolerance in exchange for the
objective of producing higher returns for the surplus building fund, in order to hedge against inflation over the years pending the procurement of the church building premise. This approach is documented in the Investment Committee and Board minutes. The approach had resulted in cumulative investment gains of more than $11 million, which had more than covered any inflation over the relevant years.
CHC started investing in SOF from March 2009 (Tranches 1 to 9). After being presented information that the underlying nature of the investment was in the form of loans which were collateralised by shares in Transcu Group Ltd, a company listed on the Singapore Exchange, and being given details on the value of the collateral relative to the loan amount, the Board approved each tranche and AMAC then acted upon that approval. The SOF was unlike the portfolio of quoted stocks and bonds where AMAC was given full discretion to select the securities without requiring Board approval. Herein is an extract Board minute which documents one of the approval:
21 March 2009 Board minutes 8.2: “The Board has noted that it has approved through email that CHC will invest first $5 million in AMAC’s Special Opportunity Fund.”
The SOF was a fixed return investment which provided yields way above market yields, and went as high as 24% per annum. These initial tranches were all redeemed in Oct 2009 with gains of around $3 million or so. The total investment amount in these tranches approximated $20 million.
Starting from November 2009, the CHC Board again approved a second phase of investing into SOF, which resulted in funds being invested into Tranche 12 ($1.2m), Tranche 13 ($2.92m), Tranche 14 ($3m), Tranche 16 ($3.3m), Tranche 17 ($3m), and Tranche 18 ($9m), in all totalling $22.42m. The tranches were originally to mature in August 2010 but due to market liquidity conditions, AMAC was facing difficulty in liquidating the shares within a short time frame. After meeting the Board and Investment Committee, AMAC wrote on 16 September 2010 to request for a 6-month extension so as to enable orderly liquidation without impairing the share price against the interest of CHC.
Meanwhile, on 28 September 2010, AMAC redeemed Tranche 12 by repaying principal plus interest totalling $1,327,035. On 25 October 2010, AMAC paid $454,972.61 for interest which had accrued on the various tranches.
On 30 October 2010, the Board responded to AMAC that it understood the need for a spaced out orderly liquidation and extended the redemption date to 28 February 2011. However, in the months following, from November 2010 to February 2011, the shares came under selling pressure and lost 50% in value, making it challenging to liquidate the shares in a manner that would enable full recovery of the outstanding loans.
On 10 March 2011, AMAC liquidated some shares to redeem $500,000 of Tranche 17 and to pay $881,194 of interest for the various tranches. On 13 April, AMAC redeemed another $402,740 of Tranche 17. On 27 April, AMAC wrote to request an extension for repayment of Tranches 13, 14, 16 and 18, till 30 August 2011. On 5 May 2011 AMAC paid $990,000 to redeem Tranche 17, and on 13 May 2011, it paid $1,600,346 to redeem the balance of Tranche 17 ($1,107,260), some of Tranche 16 ($285,000) plus interest on the various tranches ($208,086).
Before the Board could respond to AMAC’s request for extension, the shares of Transcu went into voluntary suspension due to working capital crunch. Due to uncertainty as to when the share trading would resume, AMAC wrote to the Board on 17 August 2011 to request for an extension till 30 June 2012. By this time, the remaining SOF investments consisted of Tranche 13 ($2.92m), Tranche 14 ($3m), Tranche 16 ($3.015m) and Tranche 18 ($9m), totalling $17.935m. Tranche 17 had been fully redeemed.
From August 2011 to October 2012, AMAC had been working with the management of Transcu to source for funding so as to enable the shares to resume trading. Two of the CHC Board members (Kong Hee and Tan Ye Peng) recommended a Malaysian contact who supposedly had access to China funds, and AMAC worked on this China party for more than six months. The source turned out to be not genuine and AMAC incurred substantial costs besides losing time. Finally in October 2012, AMAC secured some investors to put up the initial $3m+4m of working capital which was needed before SGX would allow the suspension to be lifted. However, to attract those investors, AMAC had to allow the shares it had been holding to be moved to the investors.
Meanwhile, AMAC was to be allotted 375 million new shares in Transcu after trading resumed, in exchange for selling Forest Pine Group shares to Transcu. SGX however set a moratorium of 6 months on these shares, which AMAC had planned to set aside for CHC’s interest. The Board wrote on 31 October 2012 to acknowledge that it recognized the impact of the moratorium on the redemption process and was agreeable to further extension of time, provided it was given a first charge over the 375 million shares. In April 2013 the shares were formally charged to CHC and subsequently, 106,600,000 shares were sold to raise $1.3m for payment to CHC. The outstanding SOF hence currently stands at $16.6m.
Proposed Redemption of outstanding SOF ($16.6m)
AMAC currently holds 268,400,000 shares which are charged to CHC. At current price of 0.3c, the collateral is worth only $805,200. This is insufficient to meet the outstanding SOF of $16.6m. The only realistic way going forward is through a medium term plan to secure more collateral.
AMAC is working with the major shareholder of Transcu to secure more collateral shares through a restructuring exercise within the company, whereby certain businesses will be injected into Transcu in a share swap deal. This will put more shares in the hands of AMAC which will then be able to liquidate the shares over time to raise cash for payment to CHC. The restructuring exercise is estimated to take place between April and August 2014. Based on this assumed timeline, AMAC would be able to secure and start selling shares from around September 2014. Presumably, if the shares trade with good liquidity, it should take about 16 months to liquidate enough shares to redeem the SOF.
The majority of this payment will come from the restructuring exercise, which AMAC is reasonably confident will succeed and pass through the SGX and EGM approval process. However, it is vital that AMAC controls enough shares to vote in the restructuring plan at the EGM. Hence, AMAC suggests that it will not be in the interest of CHC to sell off all 268,400,000 shares before the EGM.
Based on this line of reasoning, AMAC is proposing to sell off only 50 million shares from now till the EGM date. Additionally, it proposes that shares should be sold only when the share price recovers to 0.7 cents. The proposed projected timeline is as follows:
||$350,000(50million shares@ 0.7c)
||Restructuring exercise,s hare swap deal,EGM
AMAC is committed to do its utmost best to to minimise the loss of the outstanding amount due to CHC. It understands that the church will have to pass the proposal through the Board and the EGM process. In view of this, AMAC requests that details of the SOF investment history and process (as set out in this proposal) be explained to the voting members. This is so as to enable proper understanding of the sequence of events that had led to the current challenging situation, as well as the persistent and unrelenting efforts that AMAC has been and is still making to bring recovery to this investment.
Please append the relevant authorised signature at the bottom in acceptance of this restructuring proposal.
Chew Eng Han, Director AMAC
On behalf of CHC