SEC dismisses case vs gaming firm’s listing

The Securities and Exchange Commission (SEC) has dismissed a petition seeking to bar the backdoor listing of Tiger Resort Leisure and Entertainment, Inc. (TRLEI) but has ordered the gaming firm to disclose the dispute over control of the company in its Tender Offer Report.

TRLEI is listing at the Philippine Stock Exchange through the acquisition of the controlling stake in AsiaBest Group International, Inc. (ABGI) which will then acquire all the assets of the gaming firm.

As a result of the planned acquisition, TRLEI’s parent company Tiger Resorts Asia Limited is undertaking a mandatory tender offer for ABGI shares still held by the public.

In an order signed by the SEC’s Markets and Securities Regulation Department Director Vicente Graciano Felizmenio Jr., the complaint filed by ABGI shareholder Carnell Valdez was dismissed while the application for a cease and desist order was denied. Felizmenio noted that the backdoor listing, through a block sale of ABGI shares, has not yet been completed and still needs the approval of the PSE.

Since the PSE is a self-regulatory organization, it should be allowed to review the application for a block sale based on its own rules and the SEC should step in only if it is shown that the PSE acted outside of its own trading rules.

However, to prevent any grave and irreparable damage to shareholders of ABGI and the investing public, the SEC ordered Tiger Resort to file an Amended Tender Offer Report for its take-over bid for ABG.

It must fully disclose “…factual information relative to the conflict which lead to the filing of civil and criminal cases (by casino magnate Kazuo Okada and daughter Hiromi Okada) against the directors and officers of Universal Entertainment Corporation (UEC) and Okada Holdings Limited (Okada Holdings) in Hong Kong, and (the) status of the same.”

The SEC further directed Tiger Resort to immediately cause the publication of the amendment once in two newspapers of general circulation, and to extend the tender offer period for 10 business days reckoned from the said publication.

This means that the closing of Tiger Resort’s tender offer for ABG shares by way of special block sale via the PSE did not push through as originally scheduled on December 14, 2018. (JAL)