Asia Best Group Int'l Inc.

...nakow! patay na naman si Uncle JAP Big Grin

Tycoon Okada urges PSE to investigate Asiabest over ‘misleading’ disclosures

JAPANESE GAMING tycoon Kazuo Okada reiterated his request for the Philippine Stock Exchange (PSE) to investigate Asiabest Group International, Inc. (ABG) for its allegedly misleading disclosures on its share purchase agreement with Tiger Resort Asia Ltd. (Tiger Asia).

In a letter to the PSE on Sept. 21, Mr. Okada’s party claimed that ABG’s comprehensive corporate disclosures were “suspect and outright evasive,” stressing that ABG should include the pending intra-corporate lawsuit he filed against Tiger Asia in a bid to protect his interests in the company.

Mr. Okada filed the intra-corporate suit against Tiger Asia, its unit Tiger Resort, Leisure, and Entertainment, Inc., and their respective directors and officers at Regional Trial Court Branch 258 in Parañaque City last Aug. 29. He sought to nullify his supposedly illegal removal as a shareholder and director of TRLEI, which operates the integrated resort and casino Okada Manila in Entertainment City.

“Listed firms, like ABG, are mandated to fully disclose the details surrounding share purchase transactions,” according to Mr. Okada’s lawyers, Ramon S. Esguerra, Carlos Paulo M. Villaruz and Vivian S. Tan-Dela Cruz.

Mr. Okada’s representatives had earlier asked the PSE for ABG to inform the public about the complaint against Tiger Asia. In reply, ABG disclosed on Sept. 19 that it could not submit details on the ongoing case as it might violate the sub judice rule.

“ABG cannot submit a disclosure on the foregoing case that may appropriately apprise the investing public of the same without transgressing the rule on sub judice which restricts any person, including the PSE, to comment and disclose matters pertaining to the judicial proceedings in order to avoid prejudging the issue, influencing the court, or obstructing the administration of justice,” ABG said.

Mr. Okada’s lawyers however noted that ABG cannot invoke the sub judice rule as the company itself is not involved in the case, and therefore is not covered by the rule.

They further noted that details about Mr. Okada’s ownership bid must be disclosed since these are material information that will have an effect on the market value of ABG’s securities.

“Considering that the very validity of the transaction between Tiger Asia and ABG may be questioned, if not annulled, the pending case should have been disclosed especially in ABG’s Comprehensive Corporate Disclosure on Backdoor Listing and Change in Control Issuer Disclosure both dated Sept. 20,” Mr. Okada’s lawyers said.

Mr. Okada’s complaint followed Tiger Asia’s plan to purchase P646.5 million worth of shares in ABG to potentially list the company at the stock exchange.

BusinessWorld asked PSE officials for their comment on Mr. Okada’s request, but they have yet to reply as of press time. 



...ang mahal naman na din nito kasi Tongue

Asiabest shares tank due to ownership row

A corporate dispute centered on Tiger Resorts Asia Ltd. (Tiger Asia) bid to purchase a majority stake in listed Asiabest Group International saw the latter’s share price tank over the past two weeks.

Japanese gaming tycoon Kazuo Okada, formerly chairman of Tiger Asia unit Tiger Resort Leisure and Entertainment, Inc., the operator of the Okada Manila integrated resort, has questioned the stake sale given his claim that he still owns a sizeable stake of Tiger Asia.

Ahead of the sale, Okada had warned that he was looking to retake control and followed this up with a request that regulators probe the transaction.

From its year-high of P43.35 on September 7 — notched ahead of the September 11 disclosure of the deal — Asiabest’s share price has since fallen significantly, on Friday closing down 3.6 percent or P1 at P26.75 amid a 0.21-percent dip for the benchmark Philippine Stock Exchange index (PSEi).

“Investors are awaiting more clarity … as Okada requested the PSE (Philippine Stock Exchange) to look into the matter,” Regina Capital Development Corp. head of sales Luis Limlingan said.

“Over the course of the last month or so, the stock price initially climbed but now it’s been sold down heavily since the issue has not yet been settled,” he noted.

Asiabest’s shares will likely continue trading sideways until there is a development on the issue, Limlingan continued.

Diversified Securities Inc. trader Aniceto Pangan said a wider market sell-off was also to blame, noting that investors maximized an opportunity to make profits when the P40 level was hit.

“[T]hey (investors) decided to sell considering the fact the remaining shares of the Asiabest will undergo tender offer … they sold their shares considering it (the price then) was quite high,” he added.

Echoing Limlingan, Pangan said Asiabest will likely be constrained to the P25-30 range “until there are movements by PSE to make an investigation…”.

Philstocks Financial Inc. research associate Japhet Tantiangco, meanwhile, said that Tiger Asia’s bid to take over Asiabest was a way to “expand its footprint in the Philippine gaming and entertainment industry.”

The backdoor listing would help it “tap the equity market to have an additional source of capital which it can use to finance the company’s needs,” he added.

“I believe Tiger Asia can turn the tables for ABG, so long as it will be able to harness the potential in the Philippine gaming market, especially those coming from the great inflow of tourists which our country continues to enjoy,” he continued.

ABG was able to trim its losses to P655,452 during the first half of 2018 from P2,662,949 last year.

Last year, the holding firm’s net loss ballooned by almost three-fold to P3.39 million from the previous year’s P1.27 million.

Registered on October 23, 1970, ABG is a holding firm with subsidiaries including Alta Minera, Inc., Breccia Resources, Inc. and Millionaire’s Offices and Properties, Inc.



...wala naman na-violate si ABG as far as disclosing is concerned kaya sige go Big Grin

Bourse disinclined to probe Asiabest

THE Philippine Stock Exchange (PSE) is not inclined to pursue Japanese businessman’s Kazuo Okada’s call for a probe of listed Asiabest Group International, Inc., which a company formerly controlled by the gaming tycoon wants to purchase for a planned backdoor listing.

Asiabest, PSE Chief Operating Officer Roel Refran told reporters on Monday, has been compliant with regard to the relevant disclosures, which Okada has described as “suspect and outright evasive” as these did not cite his claims against the purchasing firm, Tiger Resort Asia Ltd. (TRAL).

Okada, who was ousted in 2017 from family-owned Okada Holdings that among others controls Tiger Asia unit Tiger Resort Leisure and Entertainment, Inc. (TRLEI), the operator of the Okada Manila integrated gaming and resort complex in Parañaque. He is currently suing to regain control.

Last month, he asked the PSE to look into the share sale and claimed that disclosing TRAL’s pending cases were relevant as this would “warn the public about the possibility that the agreement could be nullified.”

Refran, however, said “It’s only material … if the deal has been closed.”

“To the extent that it is information that is given by the company, of course we would want that to be put out in the public,” he explained.

“But to say that we will compel the company, which is not yet technically TRAL, we’ll probably have to wait and see first how the transaction turns around,” Refran continued.



...follow up news on the Okada saga Tongue

PSE says Asiabest deal with Tiger not yet complete

The Philippine Stock Exchange said it cannot compel Asiabest Group International Inc. to disclose details on the intra-corporate dispute between potential investor Tiger Resorts Asia Ltd. and Japanese business mogul Kazuo Okada.

PSE chief operating officer Roel Refran said in a recent interview that with the potential backdoor listing of Tiger Resorts through Asiabest not yet completed, the dispute between Tiger Resorts and Okada was not considered “a material information.”

Okada last month asked the PSE to thoroughly investigate Asiabest Group for alleged misleading disclosures in connection with the share purchase agreement it signed with Tiger Resort.

Okada informed the stock exchange that Asiabest’s supposed comprehensive corporate disclosures were “suspect and outright evasive” as it failed to bring up the tycoon’s pending intra-corporate lawsuit against Tiger Asia as part of his efforts to regain his interest in the company

Okada’s lawyers said the inclusion of his complaint in the disclosure would have an effect on the trading/market value of Asiabest’s securities. 

Asiabest earlier reported that majority shareholders agreed to sell two-thirds of the company to Tiger Resorts for P646 million.

Tiger Resort operates Okada Mania, a $2.4-billion integrated resort and casino within Pagcor Entertainment City.

Refran said Asiabest’s comprehensive corporate disclosure on the share purchase agreement with Tiger Resorts was complete after including the details of the change of control in the company and corporate plans.

“Asiabest is not the party to disclose because the transaction has not been closed. But if the new owners come in, then it becomes a material information that they need to disclose,” Refran said.

“We cannot compel the company since it is not yet technically Tiger Resorts,” he added.

Okada on August 29, 2018 filed the lawsuit with the Parañaque Regional Trial Court an intra-corporate lawsuit against Tiger Resorts Leisure & Entertainment Inc., owner of Tiger Resort, and their respective directors and officers.

Okada asked the court to nullify his illegal removal in June 2017 as a shareholder and director of TRLEI and immediately reinstate him to his old post.



...saga not over, no end in sight yet

Shareholder asks SEC to stop Tiger’s tender offer

A SHAREHOLDER of Asiabest Group International, Inc. (ABG) has asked the Securities and Exchange Commission (SEC) to stop Tiger Resorts Asia Ltd. (TRAL) from conducting a tender offer for its planned backdoor listing, citing the company’s failure to disclose a legal dispute with Japanese casino tycoon Kazuo Okada.

ABG shareholder Carnell S. Valdez through his lawyer Salvador Paolo Panelo, Jr. filed on Dec. 7 a complaint with the SEC’s Market and Securities Regulation Department (MSRD), requesting it to issue a cease and desist order against TRAL. This should stop the firm from its ongoing tender offer until Dec. 12.

Mr. Valdez, who owns 1,000 shares in ABG, accused TRAL of violating Rule 19.12 of the Securities and Regulation Code (SRC)’s Implementing Rules and Regulations (IRR) when it failed to disclose the legal issues surrounding its dispute with Mr. Okada.

Mr. Okada is currently claiming that he is the rightful owner of controlling equity in Okada, Holdings Ltd. (OHL) and Universal Entertainment Corp. (UEC) — the beneficial owners of TRAL — through civil and criminal proceedings in Hong Kong.

TRAL fully owns Tiger Resorts Leisure and Entertainment, Inc. (TRLEI), which operates under the name Okada Manila.

Contesting that he was illegally removed as the chairman, CEO, and director of TRLEI, Mr. Okada filed a complaint with the Regional Trial Court of Parañaque last Aug. 29 against TRAL and TRLEI.

Mr. Okada also said in an earlier statement that he opposes the planned backdoor listing, and plans to nullify the decision should he regain his position in the company.

“The omission of this material fact is misleading as it makes it appear to ABG shareholders and the investing public that OHL, UEC, and TRAL have full and undisputed authority to make the tender offer, and to do a backdoor listing with the Philippine Stock Exchange (PSE)” via ABG, which is TRAL’s announced objective,” Mr. Valdez said in his complaint.

“This will likely affect the ABG’s share price and the decision of ABG shareholders and prospective investors because it goes into the suitability of TRAL, UEC and OHL’s controlling persons to be in control of a publicly listed corporation such as ABG,” Mr. Valdez said in a statement.

Other respondents in the complaint were TRAL’s tender offer agent First Resources Management and Securities Corp., the PSE, and ABG

Without the cease and desist order, the shares tendered will be transferred to TRAL through a special block sale on Dec. 14.

“If the Tender Offer proceeds unrestrained, this may result in grave and irreparable damage to ABG, its shareholders and investing public as the outcome of the Hong Kong legal proceedings may result in the nullification of the Tender Offer and Backdoor Listing,” Mr. Valdez said.

Mr. Valdez also said TRAL violated Rule 19.7 of the SRC’s IRR when it failed to divulge its officers and directors at the time it made the tender offer report.

ABG in a Sept. 19 disclosure clarified that it cannot submit a proper disclosure about the ongoing case without stepping on the sub judice rule, “which restricts any person, including the PSE, to comment and disclose matters pertaining to the judicial proceedings in order to avoid prejudging the issue, influencing the court, or obstructing the administration of justice.”



...watching this unfolds

SEC orders Tiger Resort to include Okada case in tender offer report

THE SECURITIES and Exchange Commission (SEC) ordered Tiger Resort Asia Limited (TRAL) to file an amended tender offer report disclosing its pending case with Japanese gaming tycoon Kazuo Okada, in a bid to protect the minority shareholders of Asiabest Group International, Inc. (ABG).

In a decision penned Dec. 11, the SEC’s Markets and Securities Regulation Department (MSRD) ruled that the civil and criminal cases against the directors and officers of Universal Entertainment Corp. (UEC) and Okada Holdings Limited (OHL) in Hong Kong are factual information that must be included in TRAL’s tender offer report.

“By amending the tender offer report to include the factual information regarding conflict that lead to the eventual filing of criminal and civil cases in Hong Kong, shareholders of ABG and the investing public would be able to arrive at an intelligent investment decision on whether to invest, sell, or remain with the company,” according to the SEC decision.

“Thus, prevent any grave and irreparable damage to the shareholders of ABG and the investing public, if any.”

The MSRD also ordered TRAL to immediately publish the amended tender offer report in two newspapers of general circulation.

The decision was a reply to ABG minority shareholder Carnell S. Valdez’s complaint filed last Dec. 7, asking the MSRD to issue a cease and desist order against TRAL’s tender offer in relation with its planned backdoor listing through ABG.

While the MSRD denied Mr. Valdez’s application of the issuance of a cease and desist order, it order TRAL to extend the tender offer period for 10 business days following the publication of the amended tender offer report. The offering was initially supposed to end on Dec. 12.

Mr. Valdez’s party said that delaying the tender offer could prevent damage and fraud to ABG shareholders as well as the investing public.

“We welcome the SEC’s order directing Tiger Resort to delay the tender offer until after a full disclosure is made of the circumstances surrounding, and status of, the legal proceedings initiated by Kazuo Okada and his daughter to regain control of Okada Holdings and its subsidiaries,” Salvador Paolo Panelo, Jr., Mr. Valdez’s counsel for the complaint, said in a statement.

To recall, Mr. Okada claims that he is the rightful owner of controlling equity in OHL and UEC — the beneficial owners of TRAL, which in turn fully owns Tiger Resorts Leisure and Entertainment, Inc. (TRLEI).

TRLEI operates under the name Okada Manila, the newest integrated resort and casino in Entertainment City in Parañaque.

Mr. Okada is currently seeking the nullification of his removal as shareholder and director at a regional trial court in Parañaque, claiming it was illegally done. He further said that he opposes TRAL’s planned backdoor listing, and plans to nullify the decision should he regain his position in the company.



...saga continues for Okada/ABG

DoJ seeks fraud charges against Japan casino mogul Okada

THE DEPARTMENT of Justice (DOJ) has recommended the filing of charges against Japanese pachinko billionaire Kazuo Okada for allegedly misappropriating over $3 million from the operator of the Okada Manila casino.

The DOJ, in a resolution dated Dec. 7 and made public on Monday, said it found cause to indict Mr. Okada for three counts of swindling after he acquired “through mistake or fraud” $3.15 million in salary and consultancy fees during his tenure as chief executive of Tiger Resort Leisure and Entertainment, Inc. (TRLEI).

The DoJ resolution, based on a complaint filed by TRLEI, reversed a May 11 ruling of Parañaque’s Office of the City Prosecutor, which dismissed the three counts of estafa against Mr. Okada.

In its decision, the DoJ said the amounts given to Mr. Okada, facilitated by Okada Manila’s former chief operating officer and president, Takahiro Usui, was not released properly according to the by-laws of TRLEI which states that “officers shall receive such remuneration as the Board of Directors may determine.”

“Such actions on the part of both Respondents (Messrs. Okada and Usui), in violation of Complainant’s by-laws, is enough probable cause to conclude that the release of amounts were irregular and done to the prejudice of the Complainant,” the DoJ resolution read.

Tiger Resort previously said the payments were facilitated by its former president and were not authorised by its board. On Monday, the company said it has not received the resolution and so declined to comment.

Rean Balisi, Okada’s legal counsel, said he will file a motion for reconsideration at the DoJ.

Mr. Okada has previously referred to the dispute as an internal matter.

He was ousted last year as chairman of Tiger Resort’s parent, the Japanese gaming group Universal Entertainment Corp 6425.T, after Universal’s board accused him of misappropriating $20 million. Mr. Okada denied wrongdoing.

He was arrested in Hong Kong in August in relation to multiple corruption-related charges and is currently on bail. 



Okada asks DoJ to reconsider estafa case

EMBATTLED JAPANESE gaming tycoon Kazuo Okada seeks to overturn the Department of Justice (DoJ)’s resolution indicting him and a former associate of estafa, questioning the department’s supposedly erroneous findings on the case filed by Tiger Resort, Leisure and Entertainment, Inc. (TRLEI).

In a 14-page motion for reconsideration, Mr. Okada claimed that he lawfully received $3.16 million as his salary for April and May 2017 as chief executive officer, and a fee as consultant of TRLEI — the firm that owns and operates integrated resort and casino Okada Manila in Entertainment City in Parañaque.

This is in reply to the justice department’s resolution dated Dec. 7, which states that Mr. Okada should face three counts of estafa for allegedly getting the funds without authorization from the TRLEI board of directors.

The DoJ also upheld TRLEI’s complaint against its former chief operating officer, Takahiro Usui, for conspiracy to commit estafa.

“Clearly, the subject moneys, which Mr. Okada lawfully earned, were neither acquired through mistake nor secured through fraud as to constitute an implied trust within the contemplation of Article 1456 of the Civil Code,” according to Mr. Okada’s motion.

The Japanese businessman noted that it was TRLEI’s Vice-President for Legal and Compliance Department Joseph Joemer C. Perez who “prepared, finalized, or at least approved” the agreement, after which was signed by Mr. Usui.

“Atty. Perez coordinated with then Director and Head of Business Administration, Yoshinao Negishi on the details of these Agreements, including Mr. Okada’s compensation. It was Bora Lee, complainant’s Corporate Planning Officer, who handed Mr. Usui these Agreements and instructed the latter to sign them,” Mr. Okada added.

Citing the minutes of the meeting of TRLEI’s board of directors on March 15, 2016, Mr. Okada highlighted that Mr. Usui has been authorized by the company to “execute and sign such documents and other instruments, for and on behalf of the corporation, as may be necessary or required to implement and carry into effect the foregoing authority.”

Mr. Okada further claimed that it was “ridiculous” for him to defraud, or conspire to defraud, Okada Manila of a measly $3.16 million, given that he was the one responsible for the $2-billion investment in the project at the time of its construction.

With this, Mr. Okada is asking the DoJ to defer the filing of cases against them, and to reconsider its “erroneous findings, and consequent baseless finding of probable cause.”

“From the foregoing, it is clear that there is no probable cause to indict respondents for the crime of estafa. There is no proof of misappropriation or unlawful receipt of moneys in this case, much less evidence of overt acts indicative of conspiracy between respondents,” Mr. Okada said. 



TRAL says ongoing dispute with Okada won’t affect tender offer

TIGER RESORT Asia Limited (TRAL) has amended its tender offer report to reflect its ongoing cases with Japanese gaming businessman Kazuo Okada, but noted that this will have no significant impact on the transaction.

In a disclosure to the stock exchange on Thursday, Asiabest Group International, Inc. (ABG) said that TRAL has included the case with Mr. Okada in its latest tender offer report, in compliance with the Securities and Exchange Commission’s order for the offeror to provide the additional information.

Mr. Okada has filed a case against TRAL and its local unit, Tiger Resorts Leisure and Entertainment, Inc. (TRLEI) which controls integrated resort and casino Okada Manila, for his supposedly illegal removal as director and shareholder in the two companies. The case, however, was dismissed by the Regional Trial Court of Parañaque last November 2018.

The Japanese tycoon had previously argued that he will stop the planned backdoor listing should he win his case and return to TRAL’s board.

Prior to his removal from TRAL and TRLEI, Mr. Okada was also removed as chairman and director of Universal Entertainment Corp. (UEC) — the beneficial owner of TRAL — for allegedly fraudulent activities that skipped proper internal approval processes transacted by Mr. Okada alongside former UEC Director Yoshinao Negishi.

UEC then released an investigation report finding that Mr. Okada “caused TRAL to provide a loan of HK$135 million to another company,” which was then spent to buy an art work for personal use.

Mr. Okada was also found to have issued a check worth HK$16 million without going through the necessary internal procedures.

“At that time, Kazuo Okada had asked for an increase in his remuneration, so the issuance of the check was believed to be for Kazuo Okada’s gain,” according to the tender offer report.

With this, TRLEI has also filed various criminal cases against Mr. Okada, including estafa charges for the sums he received without the proper board authority.

TRAL is pursuing the tender offer in line with its plans for backdoor listing through ABG. The company is looking to purchase up to 100 million common shares in ABG from minority shareholders at P3.2325 apiece. The offer period will run until Jan. 9, and will be crossed and settled on Jan. 11.

TRLEI will then be folded into the resulting company to become its wholly-owned subsidiary. The resulting company after the backdoor listing will then conduct a follow-on offering this year.

TRAL said the cases concerning Mr. Okada will not affect its share purchase agreement with ABG and the tender offer, since the transactions were approved by its current directors.

“Thus, the transactions will continue to be valid and binding on the company even if Mr. Okada wins any of the cases, and even if he is able to get back to Tiger,” the company said. 



Strong gaming revenues hike Okada Manila’s sales to P28.2b

Okada Manila, the integrated resort and gaming complex owned by Japan’s Universal Entertainment Corp., posted revenues of P28.2 billion in 2018 on strong gaming sales.

Universal Entertainment said in a statement posted on its website that Tiger Resort Leisure & Entertainment Inc., the operating company of Okada Manila, registered gaming revenues of P27.2 billion in 2018 and non-gaming sales of contributed P1.74 billion.

The company did not provide comparative figures. Earlier, Universal Entertainment  reported that Okada Manila booked sales of P7.91 billion (16.05 billion yen) in 2017.

Gaming revenues from VIP table games accounted for P12.6 billion of the total, while mass table games and gaming machines contributed P6.8 billion and P7.7 billion, respectively.

Earnings before interest, taxation, depreciation and amortisation (EBITDA) stood at P2.14 billion in the full year of 2018.

The $2.4-billion Okada Manila, which opened in December 2016, is the third integrated resort and casino to open in government-sponsored Pagcor Entertainment City after Bloomberry Resort’s Solaire Resort & Casino and Melco Crown’s City of Dreams.

Okada Manila’s gross gaming revenues reached P8.11 billion     in the fourth quarter, while non-gaming sales reached P622 million as hotel occupancy remained high.

Universal Entertainment through unit TRLEI earlier reported plans to list its shares in the Philippine Stock Exchange after acquiring Asiabest Group International Inc., a listed dormant company.

Okada Manila is currently in the midst of an intra-corporate dispute involving major shareholders of the company.

Okada Holdings is the controlling shareholder of Japan’s Universal Entertainment, which in turn is the 100-percent owner of Tiger Resort that fully owns Tiger Resort Leisure & Entertainment Inc., operator of casino hotel Okada Manila.

Japanese pachinko billionaire and UEC founder Kazuo Okada and his daughter Hiromi Okada earlier initiated civil and criminal proceedings in Hong Kong to regain control of Okada Holdings and secure criminal convictions for fraud and financial crimes against those responsible for his alleged illegal ouster as chairman of Okada Holdings, UEC, Tiger Resort and Okada Holdings in 2017.



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