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1-15

Kazuo Okada asks PSE to block Tiger Resort backdoor listing

JAPANESE gaming tycoon Kazuo Okada asked the Philippine Stock Exchange (PSE) to block the proposed listing of Tiger Resort Asia Limited (TRAL), amid his ongoing battle for control of the local unit of Universal Entertainment Corp. (UEC).

“Mr. Okada respectfully requests the Exchange to disapprove the application filed or to be filed for the block sale, and to deny the Backdoor Listing of TRAL via ABG (Asiabest Group International, Inc.); or at the very least defer the same, until the relevant legal proceedings that determine Mr. Okada’s right to be reinstated to his positions in the Okada companies are finally resolved,” the tycoon’s counsel said in a letter to the PSE dated Jan. 11. Copies of the letter were sent to the media on Monday.

His lawyers, Salvador Paolo Panelo, Jr. and Kathleen Mativo, insisted Mr. Okada remains the beneficial owner of 67.6% of TRAL’s capital stock and that he was TRAL’s sole director until June 2017 when he was “illegally” removed.

Mr. Okada’s counsel said the backdoor listing and block sale were not approved by the Japanese tycoon.

“The Exchange should disapprove the application for the Block Sale and disallow the Backdoor Listing because there exists, at bare minimum, a serious issue as to whether Fujimoto et. al. are legitimate directors/officers of Tiger, and the rest of the Okada Companies, that can act for and on behalf of said Companies,” Mr. Okada’s counsel said, referring to UEC President Jun Fujimoto.

The lawyers said the issues surrounding control and ownership of the Okada companies should be first settled before allowing the block sale and backdoor listing “for the protection of the investing public.”

“The dispute should be contained, and not be allowed by the PSE to spill to the public,” the lawyers added.

TRAL is pursuing backdoor listing on the exchange through ABG by purchasing of up to 100 million common shares from minority shareholders valued at P3.2325 per piece. The offer period ran until Jan. 9, and was settled on Jan. 11.

Earlier this month, a Parañaque court ordered the arrest of Mr. Okada, after the Department of Justice recommended the filing of charges against the tycoon over three counts of fraud.

To recall, Mr. Okada also 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 a Parañaque court last November 2018.

Prior to his removal from TRAL and TRLEI, Mr. Okada was also removed as chairman and director of UEC — the beneficial owner of TRAL — for allegedly fraudulent activities.


source: https://www.bworldonline.com/kazuo-okada...r-listing/


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2-6

Okada Manila operator takes control of ABG

THE operator of Okada Manila has concluded its share purchase agreement with Asiabest Group International, Inc. (ABG) as part of its backdoor listing plans.

In a disclosure to the stock exchange on Monday, ABG said shareholders who signed the share purchase agreement with Tiger Resort Asia Limited (TRAL) last September 2018 have transferred their shares to the latter through a special block sale.

With this, TRAL now owns 66.67% of ABG, or 200 million shares. The transaction was valued at P646.50 million.

TRAL is the local unit of Japanese firm Universal Entertainment Corp. It owns Tiger Resorts Leisure and Entertainment, Inc. (TRLEI), which in turn operates integrated resort and casino Okada Manila in Entertainment City.

ABG’s public float now stands at 20.62%, versus 33.97% prior to the transaction.

Minority shareholders of ABG opted not to participate during TRAL’s tender offer, where the company proposed to purchase the remaining 100 million common shares held by minority investors at P3.23 each.

Shares in ABG soared 8.36% or P2.40 to close at P31.10 each at the stock exchange on Monday, bucking the main index’s loss of 0.92% to end at 8,069.48.

The conclusion of the transaction comes amid the ownership dispute filed by Japanese gaming tycoon Kazuo Okada against the current board of directors of TRAL and TRLEI. Mr. Okada had filed lawsuits questioning his removal from TRAL and TRLEI in 2017.

He was also removed as chairman and director of UEC — the beneficial owner of TRAL and TRLEI founded by Mr. Okada himself — for allegedly fraudulent activities.

Mr. Okada earlier asked the Philippine Stock Exchange to deny the backdoor listing of TRAL via ABG until such time that all relevant legal proceedings be completed.


source: https://www.bworldonline.com/okada-manil...ol-of-abg/


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2-8

...ABG saga continues Tongue

Tycoon asserts ownership of firms behind Okada Manila

EMBATTLED Japanese gaming tycoon Kazuo Okada maintains that he is still the rightful owner of the companies behind Okada Manila, despite a Tokyo ruling affirming the validity of a trust agreement that led to his ouster in the companies.

In a statement issued Thursday, Mr. Okada’s lawyers said the tycoon’s daughter Hiromi plans to appeal the Tokyo decision in the complaint filed against them by brother Tomohiro.

A Tokyo District Court in a decision last Jan. 25 confirmed the validity of a 30-year trust agreement between Hiromi and Tomohiro that gave the latter majority control of Okada Holdings Limited (OHL).

OHL owns 67.9% of Universal Entertainment Corp. (UEC), a Japanese listed firm that owns Tiger Resort Asia Limited (TRAL). In turn, TRAL owns Tiger Resort, Leisure, and Entertainment, Inc., the local unit which owns and operates Okada Manila located along the state-run Entertainment City in Parañaque.

The trust agreement was what led to Mr. Okada’s removal from the management of OHL, as well as from his directorship in TRAL and TRLEI.

Mr. Okada’s lawyers noted that the decision is not yet final and can be appealed.

“Until the decision becomes final, the fight is not yet over and Kazuo Okada remains in control of Universal Entertainment Corporation (UEC) as 99 percent owner of Okada Holdings Limited,” Mr. Okada’s party said in a statement.

Mr. Okada’s lawyers said that Hiromi testified against Tomohiro during the Tokyo case, claiming that he took advantage of her weak emotional state to get her to sign the share agreements concerning OHL.

Hiromi added that her brother failed to explain the contents of the documents, contrary to his claims.

“On that day (March 2, 2017), I was going overseas again the following day, so I was really tired. There was no explanation. In a few minutes I signed them and it was over,” Mr. Okada’s lawyers quoted Hiromi as saying.

Aside from the case in Tokyo, Mr. Okada and his daughter had also filed civil and criminal proceedings in Hong Kong to regain control of OHL. The tycoon also wants to secure fraud and financial crimes against those responsible for this allegedly illegal removal as the director of OHL, UEC, and TRAL in 2017.

Mr. Okada further criticized TRLEI’s plan to change Okada Manila’s name without his consent. The plan to change Okada Manila’s name comes after the company completed its acquisition of 66.67% of listed shell firm Asiabest Group International, Inc., paving the way for its backdoor entry to the stock exchange.

“As the rightful owner of Okada Holdings, how can they not consult him on matters regarding his company and his property…He was not consulted at all in that transaction and he will file cases against those responsible for the backdoor listing,” Mr. Okada’s lawyers said. 


source: https://www.bworldonline.com/tycoon-asse...da-manila/


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