Quick Read
- The SIC will not pursue further sanctions against Sam Goi following his 2023 takeover code breach.
- The violation occurred when Goi’s shareholding in PSC Corporation exceeded 30 percent during a restricted buyback period.
- Goi rectified the breach by launching a mandatory offer and paying a premium to affected shareholders.
SINGAPORE (Azat TV) – The Securities Industry Council (SIC) announced on Tuesday that it will take no further action against Sam Goi, executive chairman of PSC Corporation, regarding a 2023 breach of the Singapore Code on Takeovers and Mergers. The decision marks the conclusion of a regulatory review into share purchases that inadvertently triggered mandatory offer requirements.
Regulatory Resolution for PSC Corporation Chairman
The breach stemmed from share acquisitions that pushed Goi’s stake in PSC Corporation beyond the 30 percent threshold during an active share buyback period. Under Rule 14.1(a) of the takeover code, acquiring 30 percent or more of a company’s voting rights necessitates an immediate general offer to other shareholders. Goi’s shareholding increased to 30.23 percent on December 4, 2023, while the company’s share buyback mandate remained in effect, violating the exemption conditions governing director conduct.
Remedial Actions and SIC Findings
In its assessment, the SIC accepted Goi’s explanation that the violation was the result of a misunderstanding regarding the specific provisions of the code rather than a deliberate attempt to circumvent regulations. The council noted that Goi voluntarily disclosed his share purchases and maintained transparency regarding his obligations under the Securities and Futures Act.
To rectify the situation, Goi initiated a mandatory offer on July 10, 2025, which became unconditional by August 7, 2025. This move effectively provided shareholders the opportunity to sell their holdings at S$0.40 per share, a premium over the S$0.36 purchase price Goi paid during the period of the breach. By covering the price difference and cooperating fully with the investigative process, Goi satisfied the council’s requirements for remedial action.
The decision to close the case without further sanctions underscores the regulatory emphasis on cooperation and voluntary rectification in cases where breaches are determined to be technical or unintentional rather than malicious.