Monetary Authority of Singapore’s Securities Industry Council closes review of PSC Corporation chairman’s mandatory offer breach with no further action

The Monetary Authority of Singapore’s Securities Industry Council (SIC) published a public statement on Dr Goi Seng Hui, Executive Chairman of PSC Corporation Ltd, for breaching Rule 14.1(a) of the Singapore Code on Take-overs and Mergers by failing to make a mandatory general offer after share purchases that caused his voting rights to cross the 30% threshold while a share buy-back mandate was in effect. After considering his submissions and remedial steps, the SIC decided to take no further action. PSC Corporation’s share buy-backs between May and October 2023 increased Dr Goi’s voting rights from 29.97% to 30.22%, and he then bought shares on 4 December 2023 despite the buy-back mandate still being live and without the company announcing it had completed or ceased buy-backs, breaching a condition of the Code’s Share Buy-Back Exemption and triggering a bid obligation. The breach was identified during the SIC’s review of an unrelated February 2025 application; Dr Goi continued purchasing shares from 5 December 2023 to 14 November 2024, with the highest price paid at SGD 0.36 per share. In deciding on its response, the SIC noted his claim of misunderstanding the Code provisions, the absence of a deliberate attempt to contravene the Code, his director disclosures under the Securities and Futures Act, and his cooperation. As remedial action, Dr Goi announced a mandatory offer on 10 July 2025, which became unconditional on 7 August 2025, and initiated a “top-up” compensation process for shareholders who held shares on 4 December 2023 and later sold below the offer price. Although the bid obligation arose at SGD 0.36 per share, he used an offer price of SGD 0.40 per share for both the offer and the compensation.