Sale of Shin Corporation to Temasek Holdings


Sale of Shin Corporation to Temasek Holdings

The 2006 sale of the Shinawatra family's share of Shin Corporation to Temasek Holdings caused great controversy in Thailand. The sale was in response to long-standing criticisms that the Shinawatra family's holdings created a conflict of interest for Thai Prime Minister Thaksin Shinawatra. Criticisms of the sale focused on the allegations by Thaksin and a compliant government that the transaction was exempt from capital gains tax (as per Revenue Department and Stock Exchange of Thailand regulations - later determined by Thai courts not to be legal), the fact that the Thai company was sold to a Singaporean company, and the fact that the Thai law regarding foreign investments in the telecom sector had been amended just prior to the sale (although the amendment had been proposed since 2001). Thaksin's sale also impacted holdings, among other parties, of the Crown Property Bureau that has investment in the Siam Commercial Bank that held ShinCorp stock.

The sale of Shin Corporation to Temasek Holdings

On 23 January 2006, the Thai Telecommunication Act (2006) became effective, raising the limit on foreign holdings in telecom companies to 49%. The Act replaced the Telecom Business Law, which took effect in November 2001, and put the foreign investment cap at 25%. At the time, AIS was the only company that actually complied with this provision. Competitors DTAC and TA Orange were 40% owned by Norway’s Telenor and 49%-owned by France's Orange. Although the law was not retroactive, DTAC and TA Orange criticized the government for discriminating against foreign investors and urged it to increase the cap. [Asia Sentinel, [http://www.asiasentinel.com/index.php?option=com_content&task=view&id=536&Itemid=31 Thailand's Thaksin Freeze Out] , 14 June 2007]

On Monday January 23 2006, the Shinawatra-family sold its remaining 49.6% stake in Shin Corporation, a leading Thai telecommunications company, to two nominees of Temasek Holdings (Cedar Holdings and Aspen Holdings). The Shinawatra and Damapong (Potjaman's maiden name) families netted about 73 billion baht (about $1.88 billion). Following Thai tax laws, they did not have to pay capital gains tax.

In an unrelated transaction, the two families had earlier not paid taxes when Thaksin transferred shares to his sister Yingluck Shinawatra and his wife, Potjaman Shinawatra, transferred shares to her brother Bannapoj Damapong. The tax exemption was granted on grounds that the transfer, at a par value of 10 baht, took place through the stock market.

Although the tax exemption was legal, the sale drew heavy criticism over Thaksin's ethics on the grounds that Shin Corp, a dominant player in Thailand's information technology sector, will be sold to an investment arm of the Government of Singapore.

The transaction was done via several holding companies, including Cypress Holdings, Kularb Kaew, and Cedar Holdings. Cypress Holdings, a unit of Temasek, owned 49% of the shares of Kularb Kaew, but had 90% of the voting rights. Kularb Kaew owned 41.1% of Cedar Holdings. Cedar Holdings held a 54.54% stake in Shin Corp. Indirectly, Kularb Kaew also directly owned another 22.4% of Shin Corp. [The Nation, [http://nationmultimedia.com/2007/01/10/headlines/headlines_30023754.php Kularb Kaew has 1 year to cut non-Thai shareholding] , 10 January 2007]

Legal investigation

The Thailand Securities and Exchange Commission investigated the transaction. "The investigation concluded that Prime Minister Thaksin Shinawatra and his daughter Pinthongta are clear from all wrongdoing," said SEC secretary-general Thirachai Phuvanatnaranubala on February 23, 2006. [http://sg.news.yahoo.com/060223/1/3ywh2.html] However, the SEC did find that Thaksin's son, Panthongtae, violated rules with regard to information disclosure and public tender offers in transactions between 2000 and 2002. [http://www.bangkokpost.net/breaking_news/breakingnews.php?id=81324] He was fined 6 million THB (about 150,000USD). "The case is not severe because Panthongtae did inform the SEC but his report was not totally correct" said the SEC's deputy chief Prasong Vinaiphat. [ [http://www.brunei-online.com/weekend/news/mar11w12.htm] Dead link|date=March 2008]

Allegations of insider trading by the Shinawatra family, Shin Corporation Corp executives, and major shareholders were also investigated. No irregularities were found. [http://bangkokpost.net/Business/07Apr2006_biz35.php]

Controversy

The transaction made the Prime Minister the target of accusations that he was selling an asset of national importance to a foreign entity, and hence selling out his nation. The Democrat party spokesman called Thaksin worse than Saddam for not protecting the Thai economy from foreigners: "Dictator Saddam, though a brutal tyrant, still fought the superpower for the Iraqi motherland." [ [http://sanpaworn.vissaventure.com/log/261/worse-than-saddam Worse than Saddam ‹ log ‹ สาระสนเท่ห์ ] ] [ [http://www.matichon.co.th/matichon/matichon_detail.php?s_tag=01p0102300149&day=2006%2F01%2F30 หนังสือพิมพ์มติชน : หนังสือพิมพ์คุณภาพ เพื่อคุณภาพของประเทศ ] ] Supporters, however, counter that Thailand's mobile phone industry is highly competitive, and that little criticism was raised when the Norwegian firm Telenor acquired Total Access Communications, the country's second largest operator. Democrat Party leader Abhisit Vejjajiva had criticized Thaksin earlier for not sufficiently opening up the Thai telecom sector to foreigners. [ [http://sanpaworn.vissaventure.com/log/237/abhisit-vejjajiva-economic-nationalist Abhisit Vejjajiva ‹ economic nationalist ‹ log ‹ สาระสนเท่ห์ ] ] [ [http://www.matichon.co.th/matichon/matichon_detail.php?s_tag=01soc05191248&day=2005%2F12%2F19 หนังสือพิมพ์มติชน : หนังสือพิมพ์คุณภาพ เพื่อคุณภาพของประเทศ ] ] Supporters further counter that the complete sale of Shin Corporation by the Shinawatra-Damapong families had been a long-standing demand of some public groups, [ [http://www.ipsnews.org/interna.asp?idnews=24328 RIGHTS-THAILAND: Thaksin Goes For Jugular in Libel Case ] ] as it would allow Thaksin to undertake his duties as Prime Minister without accusation of conflicts of interest.

The controversy surrounding the sale gave additional momentum to an already-planned anti-Thaksin rally, which took place during February 4-5th at The Royal Plaza, near the parliament building and the royal palace. At least 100,000 protesters, led by media figure Sondhi Limthongkul, gathered around demanding the resignation of the Prime Minister, and submitted a petition to the Privy Council chairman General Prem Tinsulanonda and the Office of His Majesty's Principal Private Secretary, intended for His Majesty the King Bhumibol Adulyadej. Meanwhile, rallies also took places in several southern provinces.

The resulting political turmoil forced Thaksin to order the dissolution of the Lower House on February 24 2006.

Use of nominees

Kularb Kaew and Cedar Holdings were holding companies used to acquire Shin Corp. Kularb Kaew was, in turn owned by a small group of Thai nominee shareholders, including Pong Sarasin, a son of the former Thai Prime Minister and the brother of Arsa Sarasin, King Bhumibol's principle private secretary. Other owners of Cedar are Temasek and Siam Commercial Bank, in which King Bhumibol's Crown Property Bureau has a controlling stake. SCB also played a crucial role advising and providing financial support for the deal.

This use of local nominees of foreign owners was attacked by some anti-Thaksin groups as a method to get around laws limiting foreign ownership of Thai companies. Subsequent investigations found that Thai nominees owned 24.1% of all shares on the Thai stock exchange, and up to 36% of all shares in the technology sector. Efforts to clamp down on use of Thai nominees could potentially cause a significant outflow of capital from the Thailand. An official investigation of the use of nominees is currently in progress. [cite news| url=http://bangkokpost.net/Business/26Aug2006_biz32.php| publisher= Bangkok Post| title=Nominees likely to face more scrutiny| date=26 August 2006]

After the coup

On 16 October 2006, nearly a month after a military junta overthrew the government of Thaksin Shinawatra in a coup, Temasek issued a statement to signal the eventual reduction in its holding in Shin Corp. However, the government said that it would continue with its legal action to follow up on its investigation on whether Kularb Kaew is a nominee of Temasek. [The Nation, [http://nationmultimedia.com/2006/10/18/headlines/headlines_30016475.php Temasek may lose heavily on sale] , 18 October 2006]

Chairman Pong Sarasin was later removed from the Board of Directors, and replaced by Mom Rajawongse Tongnoi Tongyai, the private secretary of Crown Prince Maha Vajiralongkorn. The Crown Prince Office, later, declared that Mom Rajawongse Tongnoi Tongyai has never been the secretary of the Crown Prince but was only a low ranking officer in the office.

The junta's interpretation of the Foreign Business Act of 1999, which defines nominees and limits foreign investment in Thai companies, could have far reaching consequences for foreign investment in Thailand. [Bangkok Post, [http://bangkokpost.net/Business/23Nov2006_biz03.php Who can own what?] , 23 November 2006]

References

External links

* [http://www.nationmultimedia.com/search/page.arcview.php?clid=2&id=126828&usrsess= Ample Rich Scandal]
* [http://www.managerradio.com/Radio/DetailRadio.asp?program_no=1026&mmsID=1026%2F1026%2D1167%2Ewma+&program_id=2778 CNN news report ] (audio clip)
* [http://www.korbsak.com www.korbsak.com] (in Thai)
* [http://www.2bangkok.com/06/shincorpsale.shtml Shin Corp Sale on 2Bangkok.com]


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