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Major shareholder, Global Capital of Indonesia, sue Protasco Berhad’s Group Managing Director Chong Ket Pen, claiming USD 88 million

This is a chronology and brief facts surrounding the case of fraudulence by Malaysian parties Chong Ket Pen and Protasco Berhad, against Indonesian companies Global Capital Limited Indonesia and PT Anglo Slavic Utama.

List of names and abbreviations:
• Global Capital Limited Indonesia (GCL)
• Tey Por Yee, Transaction Advisor and Official Spokesperson of GCL
• PT Anglo Slavic Utama (PT ASU)
• PT Anglo Slavic Indonesia (PT ASI)
• Protasco Berhad (Protasco)
• Dato’ Sri Chong Ket Pen, Group Managing Director of Protasco Berhad (Chong Ket Pen)
• Kenny Chong Ther Nen, the son of Chong Ket Pen
• Tjoe Yudhis Gathrie, Former Director of PT Anglo Slavic Utama
• Oil and Gas (O&G)
• Sales and Purchase Agreement (SPA)
• Malaysian Attorney General’s Chambers (AG Chambers)

The Oil and Gas industry of neighboring countries Indonesia and Malaysia is currently being a highlight, as major shareholder of Protasco Berhad, Global Capital Limited filed a civil suit against the company’s Group Executive Vice-Chairman and Managing Director, Dato’ Sri Chong Ket Pen for alleged abuse of power.

The suit revolves around an Investment Guarantee Agreement initiated by Chong Ket Pen with an Indonesian venture capital and asset management company Global Capital Limited on November 3rd, 2012. Chong Ket Pen under his personal capacity approached Global Capital Limited Indonesia (GCL) in a deal to get investor Tey Por Yee in assisting to inject funds and making Chong Ket Pen maintain his position as the Group Managing Director at Protasco. In return, nominating Tey Por Yee as Board member in Protasco and he will maintain Chong Ket Pen’s power in Protasco.

"Dato’ Sri Chong Ket Pen (Chong Ket Pen) was the Executive Director at Protasco Berhad (Protasco), owning 15.5% shares of the company."

In the deal, Chong Ket Pen assured Global Capital Ltd that he will propose to the Board of Protasco Bhd to undertake a new oil and gas business subsidiary. Following that, Global Capital Ltd acquired a 27.11% stake in Protasco – a deal concluded within one month of discussions and negotiations, for USD 24 million or a 33% premium over the market price. The deal, viewed as a ‘premium’ was done on the assurance of Protasco Bhd’s planned venture into the oil and gas sector.

As stated in the suit: “The acquisition of the shares at a huge premium was a risk for the plaintiff, given the performance and financial situation of Protasco Bhd. Nevertheless, that risk was undertaken, given that the plaintiff was under the impression that their investment was protected by the assurance given by the defendant, inter alia his guarantees and obligations under the Investment Guarantee Agreement”.

Soon after, Protasco Bhd announced that it was set to buy 76% of equity interest of an Indonesian oil and gas company, PT Anglo Slavic Utama (PT ASU) with a value of USD 55 million (Rp 800 billion). The deal, however, did not materialize due to non-fulfillment of conditions. Chong Ket Pen delayed the deal from six months to 18 months, inducing PT ASU to accept a revised deal of merely a USD 22 million deal or 63% equity.

Chong Ket Pen’s son, Kenny Chong Ther Nen – who was entrusted by his father to execute the logistics of the deal, colluded with PT ASU Former Director, Tjoe Yudhis Gathrie, to forge false documents, to make it look as if PT ASU has failed to comply to the terms of the SPA. Furthermore, Chong Ket Pen together with Tjoe Yudhis Gathrie also fabricated misleading allegations against PT ASU to put blame on PT ASU’s alleged failure, and therefore the SPA was terminated. The SPA termination has caused PT ASU to have insufficient capital to proceed with the oil production in Aceh and experiencing major opportunity losses.

The Indonesia-based company is claiming USD 88 million from Chong Ket Pen over his act of contract breach, including loss of investment and future profits for the stake in Protasco Bhd; loss of margin to finance the acquisition of shares up to USD 18 million; liability of USD 55 million to PT ASU – as guarantor for Chong Ket Pen pursuant to the Investment Guarantee Agreement; and USD 15.5 million as payment for the profit guarantee under the Investment Guarantee Agreement.

Subsequently, it was discovered that Chong Ket Pen had made the proposal for the transaction of Protasco Bhd’s shares without disclosing to the Board that he has personal interest in obtaining control over the company, through the Investment Guarantee Agreement.

Following this discovery, Chong Ket Pen maneuvered by putting the blame on Global Capital Ltd’s investors, Tey Por Yee and Ooi Kok Aun, putting them under the limelight in 2014 on allegations of criminal breach of trust due to the non-disclosure of interest in a transaction involving USD 20.3 million. The false allegation fabricated by Chong Ket Pen and Tjoe Yudhis Gathrie was clarified when the real PT ASU Indonesian beneficial owner issued an affidavit, proving that Tey Por Yee is not the owner nor in control of PT ASU. It has also been proven that the involvement of Tey Por Yee with PT ASU was upon Chong Ket Pen’s request, in which Chong Ket Pen placed the order and engaged GCL himself through the 3 November 2012 Personal Guarantee Agreement. Thus, the false allegation fabricated by Chong Ket Pen against Tey Por Yee was merely part of Chong Ket Pen’s plan in the first place to gain control over Protasco, and putting the blame on GCL and its investor Tey Por Yee. The Malaysian Attorney General’s Chambers (AG Chambers) dropped the malicious charges against Tey Por Yee after reviewing the evidence submitted by GCL, while proving the false documents brought by Chong Ket Pen as sham documents

Bursa Malaysia public information also revealed that Chong Ket Pen has been drawing unrealistic remunerations from Protasco Bhd at the peak of USD 576,000 in 2017 and USD 1 million in 2016 respectively, after he gained control over the company. This suggested that Chong Ket Pen entered into business transactions and decisions on operation, remuneration, payments of dividends and salaries for his own benefit at the expense and the best interests of the company.

Global Capital Ltd came into the thought that Chong Ket Pen has failed to ensure that Protasco Bhd was profitable, with a profit before tax of USD 7.1 million and USD 8.3 million in the third and fourth year under the Investment Guarantee Agreement. Aside from that, a total of USD 26.2 million profit was also guaranteed over the four years.

GCL filed a lawsuit against Chong Ket Pen to AG Chambers for Rp1.28 trillion, in breach of contract to the Personal Guarantee Agreement, which Chong Ket Pen has signed with GCL on 3 November 2012. Following them, PT ASU has filed a report to the Indonesian police on fraudulence committed by Chong Ket Pen and Tjoe Yudhis Gathrie, against PT Anglo Slavic Utama (PT ASU) as well.

Furthermore, it was also reported that Protasco Bhd had recently lost a huge contract, as its subsidiary HCM Engineering Sdn Bhd received a letter of termination from Turnpike Synergy Sdn Bhd (TSSB) due to delays in the project, suggesting a USD 622,000 earnings impact. Following this, CIMB IB Research has therefore maintained its “Reduce” rating on Protasco Bhd at MYR 20 cents with a lower target price of MYR17 cents (from MYR 30 cents). Weak job execution and poor contract visibility is likely to weigh on its shares price.

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