Sunday, July 4, 2021

My review of Moneyowl and Endowus

 [This post is not sponsored and i have accounts with them. The values stated are as per date of post]


The arrival of roboadvisors is a god-send and thanks to them, Singaporeans will be able to build their wealth quicker due to the lower fees. They have laid bare the ridiculous fee structure that have plaqued the wealth management industry. 

Imagine if your traditional finanical advisor sold you the fund above and you invested $100,000. You would have already paid fees of $5,000 at point of purchase due to the initial sales charge of 5%. Additionally, you will be paying $1700 every year due to the management fee, part of this fee going back to the traditional financial advisor as trailer fees and part of it being fund-level fees being paid to the asset managers. This is ridiculous and indeed passive income for the advisor.

Instead, if you had invested this $100,000 with a roboadvisor, you will be paying zero initial sales charge and very likely less than $1700 every year depending on the platform or access fee or the trailer fee rebates given by the roboadvisor. 

The reduction in fees is not a free lunch as the roboadvisors basically does not have much of an advisory, human touch, unlike a traditional financial advisor and they do not give advice on insurances for a complete financial review. ( MoneyOwl has a insurance and will writing on its platform but still no human element).If your traditional financial advisor has been doing a comprehensive financial review, including your insurances and mentoring you well along the away, helping you with medical claims and watching out for you, then please let him earn. Otherwise, fire him and go with the robos.

I am currently using Endowus and Moneyowl as i haven't found a traditional financial advisor who is worth the fees.  I have started with Endowus first as the founders values resonated with me  regarding transparency of fees and to help the public gain access with lower fees. It is quite challenging to compare roboadvisors as they seek to differentiate themselves with different products and each have their plus (negative)points. After reading up more on Moneyowl, i do see how one can further reduce fees at this point in time and i have redeemed all my investment using Cash out of Endowus and investing them into Moneyowl, leaving only my SRS in Endowus.

Both Moneyowl and Endowus are the only roboadvisors to have dimensional funds and these funds have no trailer fee rebates since their fund level fees are already so low. If one were to compare the universe of unit trust funds held by them, dimensional funds have the lowest fund-level-fees and if i were to get bang for the buck, i might as well invest in these which can't be found outside easily. These dimensional funds are unit trust and i could see similarities with popular ETFs such as IWDA and EIMI in terms of underlying composition of companies.  Specifically, IWDA( fund level fees 0.2%pa)  versus dimensional global core equity fund (fund level fees 0.26%pa) and EIMI (fund level fees 0.18%pa) versus dimensional emerging large cap core equity fund (0.36%pa).

Top Sector Weighting

Top Country weighting

Top Company weighting


Top Country weighting


Top Sector weighting

Top company weighting

From above, they are broadly similar in their country and sector weighting with many similar companies in their top 10. In terms of number of underlying holdings:

Dimensional Core equity fund ( fees 0.26%pa) : 7724

IWDA(0.2%pa):1569

Dimensional Emerging Markets large cap core equity fund ( 0.36%pa): 1147 ( this may seem as though it has less companies than EIMI but take note that one of its holding is iShares MSCI India, so the number of holdings understate the true number of companies it has exposure to).

EIMI (0.18%pa): 2998

All the above are irish-domiciled and similar taxes prevail.

Now, a likely question would be: Why would i not want to DIY completely by buying the ETFs  instead of the UT since the fees for the ETFs are cheaper? I see some value in paying more in fund level fees if the number of underlying companies is more ( whether it mutes performance in boom times or crisis is another story). In addition, the UTs are priced in SGD while the ETFs are priced in USD. Rebalancing, investing and redeeming the UTs are less psychologically taxing as we do not have to deal with changing currencies and depending on the broker one uses, currency transaction cost can be expensive. Also, one would not be able to use their SRS to buy the ETFs in the first place. SRS is allowed for the UTs but not for ETFs, so for SRS investing its a no brainer as ETF is not an alternative.

Now the next question would be, how about the additional access fees( also known as platform fees) which are on top of the fund level fees paid to the robos, wouldnt these added layer of  fees now make it much more expensive than to DIY with ETFs? ( We cant DIY with UTs without the roboadvisors or approved financial advisor) This is a question i have been struggling with for many nights for my cash investment and my short answer is, it is better to DIY with etfs for the cash portion if one has the time and is disciplined. Imagine an investment of $100,000, one will be paying a yearly access fee of $600 to the robos (0.6%pa). Don't get me wrong, the robos have to be paid as they provide a service such as automatic rebalancing and access to such cheap UTs but it is too high for essentially something passively held by them without any further work. For me, due to my intense work and family schedule, i am still with the robo advisors for my cash and as usual still having thoughts of changing to DIY with ETFs frequently due to it being so much cheaper. 

Why did i transfer my cash to Moneyowl funds?

Moneyowl has a lower barrier to enjoy lower fees(now till mid 2022, with NTUC60 promo code, there is a 10% off the access fees). Less than 100K is 0.6%pa fees but above that is 0.5%pa. This is for  SRS and CASH. The SRS and CASH can be pooled together for the AUM so its easier to reach $100k to enjoy the 0.5%pa access fee for cash. This is tiered, meaning if one were to invest 110k, the whole amount is charged 0.5%pa and not 0.6%pa for first $100k and 0.5%pa for next 10k.

For Endowus, it is also similarly tiered like Moneyowl.  Less than 200K is 0.6%pa fees but above 200k  is 0.5%pa. Above $1 million, the access fees is 0.35% pa. This is for CASH. For SRS, it is 0.4%pa for any amount. The SRS and CASH cannot be pooled together for the AUM. They are treated separately for the fees unlike Moneyowl.

As i need to reduce the high fees, the strategy is to leave my SRS in Endowus for the  0.4%pa fees and transfer my CASH into Moneyowl for 0.5% pa fees ( being 0.45%pa fees till mid 2022 due to NTUC60 promo code). If Endowus could give a mid tier between $200,000 to $1 million of  0.4%pa fees, then my CASH would be with them. The thing is, there is no transaction fees for both of robos, so there is no switching cost between them.

In summary, i would suggest Endowus using SRS but for cash i would suggest MoneyOwl , until one hits $1 million in cash assets before switching these to Endowus since one would then enjoy a lower 0.35% pa access fees with Endowus. And i wouldn't bother with anything other than Dimensional Core equity and Dimensional emerging markets funds as their fees are the lowest while future performance is always an uncertainty between any other funds, so why risk it.

DIY ETFs through brokerages is still the best in my opinion if one has that time and psychological bandwidth at this point in time to rebalance and DCA until at least the robos lower their access fees to perhaps 0.2-0.3%pa which will make their 1)auto rebalancing,  2)not needing to convert currency and 3) no transaction cost (brokerages charge about 0.2% per buy and sell transaction) worth it. As these funds are usually held long term say 10 years or longer, 0.72% pa ( 0.6%pa access fees + 0.12%pa higher average fund level fees based on dimensional over said IWDA and EIMI ETFs) based on $100,000 investment will cost $720 extra per year and $7200 extra every 10 years.

With the access fees of 0.6%pa, i would not even consider investing my CPF OA. The dimensional funds performance  have to cross the hurdle rate of 3.41%pa guaranteed (2.5%pa CPF return+ 0.6%pa + 0.31%pa average fund level fees of the two said dimensional funds ) to make it breakeven.  Especially so when CPF OA has many important uses such as housing and education and could serve as  emergency funds.

I really do hope that as the robos get bigger with larger AUM under them, they will lower the access fees to around 0.25% flat like how the popular US robos like Betterment and Wealthfront  charges.

[I am not a financial or tax advisor. There is indeed a use case for the two robo advisors as stated and my referral code is here for endowus and here for moneyowl. For the former, we both get $20 off access fees and for the latter, we both get $20 grabfood credits]

Friday, November 22, 2019

What happened to Hyfluxshop?


Disclaimer: I am not an investment advisor. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

Unbeknownst to many except the unlucky ordinary shareholders of Hyflux and probably those who are interested enough, the now private company of Hyfluxshop has changed their name to Multi Water Holdings Ltd. Lately in November 2019, Multi Water Holdings undertook a rights issue.

A Brief History of Hyfluxshop to jolt one's memory in case one forgets easily. 

Hyfluxshop used to be under Hyflux but through a dividends in species given to shareholders in February 2018, before the court protection to protect Hyflux from creditors in May 2018, Hyfluxshop became a private company. This resulted in Olivia Lum, who is the largest shareholder in Hyflux, having direct interest of 23.8% and deemed interest of 30.4% of Hyfluxshop, representing a total control of 54.2%.

Almost immediately in February 2018, Olivia Lum next offered to acquire the Hyfluxshop shares from other shareholders at $0.1783 a share, valuing Hyfluxshop at $20 million, given that there were a total of 112,183,566 Hyfluxshop shares. As of April 2018, Olivia Lum's direct interest became 45.7% and deemed interest of Hyfluxshop remaining at 30.4%, representing a total control of 76.1%

On November 2019, under the new name of Multi Water Holdings Ltd, one rights share for every one existing ordinary share was announced at $0.087 per rights share. This rights issuance was up to 115,867,780 new ordinary shares, making the total Hyfluxshop shares to 231,735,560 if all new ordinary shares are issued. Olivia Lum provided an irrevocable undertaking to take up in full her share of allotment of 51,332,944 new ordinary shares which would cost her $4.5 million.

The astute reader will find something amiss with the figures above. Between February 2018 to November 2019, the total number of Hyfluxshop shares increased from 112,183,566 to 115,867,780. I couldn't find any information announcing this increase in total shares since the only announcment between February 2018 and November 2019 is the financial statements 2018 which states that that no shares or options were granted. 



So What Could Be The Most Likely Outcome?

The holders of Hyfluxshop shares are mainly Hyflux and Hyflux ordinary shareholders. It is very unlikely or rather impossible for Hyflux to subscribe to the rights given it is under court protection and already having no money to pay its creditors. It is also very unlikely ordinary shareholders would have the mood to pump in money, given they are already nursing a loss and besides Multi Water is under a loss position of $30 million  based on its latest 2018 financial statements. 
So what will be the most likely outcome?


Olivia Lum's control of Hyfluxshop has increased steadily from 54.2% to 76.1% ( or 73.73% due to mysterious ballooning of  total shares) to 81.8% or possibly 86.9% of Multi Water Holdings, a private company, beyond the reach of the creditors of Hyflux.


Further reading
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question
4) Hyflux-Treatmeat of perpetual share holders- Ezion
5) Hyflux - loans and borrowings - Pacific Radiance
6)A happy ending for retail perpertual securities holders - Tiger Air and Hyflux
7) The Very Curious Case of Sharebuybacks- Hyflux
8)What did the founder/Chairwoman/CEO do to help hyflux throughout the years
9) Moving forwards at the Townhall meetings with Hyflux - Part 1
10) Moving forward at the Townhall meeting with Hyflux - Part 2
11)The Lucky Accredited Investors of Hyflux's Perpetual Securities - Part 3
12) The Peculiar Case of HyfluxShop - Question 12 
13)Uncovering the Real Motivations Behind the HyfluxShop 
14) High Level Staff Movement Indication of Red Flags -Hyflux
15)An industry comparison of Hyflux compared with its peers - Question 15
16)What other Water Companies did that Hyflux didn't - Question 16
17)Why a debt to equity option for retail investors is not right
18) Consolidated Questions For Hyflux Townhall Meeting on 19 and 20 July 2018 - Hyflux
19)Consolidated Questions For Hyflux Townhall Meeting on 19 and 20 July 2018 - Hyflux- continued
20)Informal Steering Committee for the Reorganisation Process - Hyflux
21) What happened to other Debt Restructuring Exercises - Ausgroup
22)What happened to other Debt Restructuring Exercises - Nam Cheong
23) My layman views of the so-called " White Knights of Hyflux"
24) The Unsecured Working Group (UWG) are against the retail investors - Hyflux
25)Where to find money to pay back retail investors? 
26)What happened at Hyflux's Second Townhall Meeting
27) Another bomb to the retail investors of Hyflux
28)The Underrated Importance of Regulatory Risk - Hyflux
29)The Overlooked Importance of Another Regulatory Risk - Hyflux
30)Why did so many Singaporeans invest in Hyflux - The positive image illusion
31)On Why The Rich Get Richer And Poor Gets Poorer - The Hyflux Proposal is Out!
32)The " not spoken much" dirty little thing about the Restructuring Proposal - the $33 million - Hyflux
33) The Failure of the much touted Public-Private-Partnership Model in Singapore - Hyflux
40)How Effective are SGX Listing Rules Really ? - Hyflux
41)The Liquidation of California Fitness and the case of Hyflux
42) Protection of Retail Investors in Singapore - Hyflux and Noble
43) Spotlight on Singapore Regulators
44) Lehman Bonds are No Hyflux Bonds- An Opinion

Wednesday, May 15, 2019

Lehman Bonds are no Hyflux Bonds - An Opinion

“I get emails from a raccoon, so nothing sounds crazy.” 
—Natasha Romanof (Avengers:Endgame 2019)

Disclaimer: I am not an investment advisor or lawyer. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

I guess reading a column by Straits Times Deputy Night Editor, Dennis Chan, sounds crazier to me. At the risk of unintentionally quoting him out of context, here is the article he wrote. Please read through it carefully before proceeding further.

" Flooding the investor with all kinds of disclosures is not the answer either. Take risk appreciation, for example. Will an investor reading the Hyflux prospectus for its 2016 perps offering from cover to cover be any clearer about a default risk than someone, who did not, bearing in mind that a prospectus typically contains a long list of things that could possibly for wrong?"
" Statistic students know that merely listing possibilities without knowing the corresponding probability level will frustrate any meaningful risk evaluation."
- by Dennis Chan, Straits Times Deputy Night Editor. ( source: Hyflux bonds are no Lehman Minibonds) 

Is Dennis Chan, Straits Times Deputy Night Editor trying to say that full disclosure is not necessary in a prospectus since retail investors who diligently do their due diligence by reading cover to cover, would not be better off than one who hadn't done his due diligence? Or retail investors don't have the ability to digest a prospectus? ( If so, then maybe he didn't realize he just implied that these hyflux securities really ain't suitable to be sold to retail investors). I don't understand what his reasonings are which in my view contradict each other but simply just wanting to drive home the point that Hyflux investors deserved their current predicament. Of course, my opinion.

What is the point of issuing a prospectus in the first place since retail investors are already judged ( at least by Dennis Chan, Straits Times Deputy Night Editor ) to not be any better off after reading it. Therefore,as Dennis Chan, Straits Times Deputy Night Editor mentioned ,flooding with many disclosures are not the answer. This sounds ridiculous in my opinion. How does one, then make informed decisions?

What about what Minister Ong Ye Kung said in Parliament:
"A key aim of regulation is to require that investors have access to "up-to-date, material information such as a listed company's financial conditions and prospects, in order to make informed investment decisions".
But investors also "need to pay close attention to what is disclosed, look beyond potential returns and assess if they can also accept the risks that come with specific investments"
( source: Parliament: Investors must do their part by only taking risks they can live with)

Who is to judge whether a disclosure is material or non-material if Dennis Chan, Straits Times Deputy Night Editor deem it unnecessary to list "all kinds of disclosures"since it will flood? Who is going to be the arbiter of disclosures? The company, who is selling the securities? Or the Monetary Authority of Singapore? Or perhaps, the Singapore Exchange? Or perhaps Mr Dennis Chan, Straits Times Deputy Night Editor? If any of these aforementioned entities are the arbiters, then who will take the responsibility when the disclosure deemed immaterial to be included in the beginning, turns out to be very material in the end?

In order for an informed investing decision to be made, adequate and accurate disclosures should be made and it is the responsibility of investors to consider which disclosures are material and which are not material and then make an informed choice. Let there be no grounds for investors to absolve themselves of any responsibility in making losses and caveat emptor. This is my stand.

Naturally, the next reasonable and fair question would be, why did some investors buy Hyflux 2016 perpetual securities ( or perhaps the 2011), assuming they knew about Hyflux's cashflow. This is what many people shout about when calling Hyflux investors greedy only for the yield and therefore, they deserve every drop of loss. The reasons for this would also precisely answer why they didn't buy the Hyflux ordinary shares, but instead chose to buy the perpetual securities or preference shares, inaccurately coined as "retail bonds" by Dennis Chan, Straits Times Deputy Night Editor. (When a national newspaper use the word bonds loosely, don't blame the public for thinking it has bond-like characteristics.)  When Dennis Chan, Straits Times Deputy Night Editor, dismissed this Hyflux episode by comparing with the other failures in SGX where minority stakeholders were only silently griefed and why should this episode be any different, did he realize that this is the very first time that a "retail bond" bought through ATM, ensnaring over 34,000, nearly, all Singaporean investors failed in the history of Singapore? Or did he just mixed up "retail bonds" with ordinary shares where ordinary shareholders lost money, in other failures in SGX?

Olivia Lum has always stated in the annual reports about the asset-light strategy of Hyflux. 

"We also adopt an asset-light strategy that allows us to make value-creating investments without taking on excessive borrowings. Our approach is to build up the value of an asset and divest it at an opportune time to recycle capital for growth." - page 8, annual report 2016

"As part of our asset light strategy and to recycle capital for new investments, we unlocked value and divested our entire stake in five water and wastewater treatment plants in China to Tus Water Group Limited, a new joint venture with Tuspark TSI, of which we own 25% stake" - page 4, annual report 2015

"As part of our asset light strategy, we sold and leased back Hyflux Innovation Centre as well as divested our interests in Hyflux Marmon Development Pte Ltd and Marmon Hyflux Investments Pte Ltd." - page 5, annual report 2014

Similar to comparable water companies in Hyflux's industry, once the asset is built, it's sold and the cash is then used to pay back creditors. That's the very nature of the business. Just take a look at the other water companies such as Citic Environtech and China Everbright, who also have negative operating cashflows in 2018,2017.  The most important thing for investors  of  "retail bonds" ( borrowing from Dennis Chan, Straits Times Deputy Night Editor) to take note of then, are the asset and liability valuation figures .Whether they can be **trusted**, in my opinion, so that investors can do their calculations on whether this "loan" can be paid back. They are not looking at prospects of the company because "retail bonds" do not enjoy much capital appreciation. Prudent investors who take note of the cashflow issues of companies in such an industry are likely the very ones who bought the "retail bonds" instead of the ordinary shares.

It is well known that Hyflux is involved in many notable private -partnership projects (PPP) in Singapore. More than 60 % of revenue actually. Unbeknownst to many however, except for diligent investors, is that according to the Ministry of Finance guidelines, PPP projects are structured in such a way that it could be seen by investors to be less risky, hence more reliable asset valuations. This perception is not groundless, this is based on black and white.

  "2.3.3 Similarly, for the private sector, there should be sufficient revenue, either from Government or directly from the users, to recover the initial investment and the costs incurred by the private sector. " - (source: page 27 Public Private Partnership Handbook ,emphasis mine)
An email to clarify this statement has been sent to MOF for their clartification on 2 May 2019. No clarifications has been received as of posting. Please read the handbook carefully before proceeding.

Let's put aside the mistaken trust capital build up over the years for the moment perpetuated by the environment.  Would it be reasonable then to think that investors had grounds to trust the asset values of Hyflux, or more notably Tuaspring's value , an entirely local PPP project,  which is the raison d'être for Hyflux's downfall? Especially when it is considered in relation to 2.3.3 of the MOF guidelines?

Even up to 27 February 2018, less than 3 months before court protection, Olivia Lum was still assuring investors with these words

".....We believe that we have a good asset, we have a good track record, still have a brand name....We have no shortage of interested parties talking to us..."
(source: Hyflux perps won't be redeemed till divestment of Tuaspring)

Based on the then asset value of Hyflux's assets and based on the asset-light strategy, investors could have calculated that selling off the assets would have been sufficient to redeem all of the 2011 preference shares. 

However, Dennis Chan, Straits Times Deputy Night Editor ,instead of focusing on what really went wrong, which are non-disclosures, chose to parrot about cashflow issues which has been repeated many many times by many after Hyflux court protection. Worst, he came out to say full disclosures  is flooding retail investors and hence not the answer. Let me explain what went wrong that has not been parroted much by the mainstream media instead.

It is the inadequate and inaccurate material disclosures, or rather the material non-disclosures.

Point 1
What was not disclosed in any corporate announcements, let alone the prospectus, was that the Tuaspring Integrated Water and Power plant derived the bulk of its revenue, 90%, from electricity, instead of water. This was only disclosed in the first townhall after court protection.

That the Tuaspring Integrated water and power plant was actually a spare tyre and didn't actually produce 318,500 cubic metres a day but more of only doing about 30% utilization on average was also not disclosed before court protection in any of Hyflux's corporate announcements.  Compare this to the statement in the annual report 2013, page 6.

"The official opening of our Tuaspring Desalination plant ( Tuaspring) by Prime Minister Mr Lee Hsien Loong on 18 September 2013 established Hyflux's dominance in membrane-based desalination, particularly in a market considered to be among the most competitive in the world. 
Tuaspring adds an additional 318,500 cubic metre of water per day to singapore's water supply." -( source : annual report 2013,page 6, emphasis mine.)

Point 2
What was also not disclosed, was that Hyflux chose to built a power plant " significantly more than what the desalination plant needed, with the intention of selling excess power to the national power grid" according to Minister Masagos in Parliament. 
(source: https://www.mewr.gov.sg/news/oral-reply-by-masagos-zulkifli--minister-for-the-environment-and-water-resources--to-parliamentary-question-on-hyflux-on-1-april-2019) .

Compare this with what Hyflux informed SGX
" This Desalination Plant is in the ordinary course of business of the Company. As energy cost is a major cost component of a Desalination Plant, the objective of power plant that was built concurrently was meant to supply electricity to the desalination plant. This was explained on slide 8 of the presentation deck dated 7 March 2011 where the Company explained that this power plant was the best size for optimal efficiencies as energy cost is a major cost component of the Desalination Plant. Excess power will then be sold to the power grid."
- (source :SGX email dated 1 February 2019)

If the objective of the power plant was to supply electricity to the desalination plant, how could 90% of the revenue of Tuaspring be from sales of electricity?

In my opinion, the intention of the power plant stated by Minister Masagos in Parliament is clearly different from the objective stated by Hyflux. The former implied that electricity was intended as a core business while the latter, implied that electricity was intended as an ancillary business.

Point 3
What was also not disclosed was that electricity sales ( comprising 90% of Tuaspring's revenue) was not mentioned as one of the core business of Hyflux in the Newspaper Advertisements when the 2016 perpetual securities were sold.
Instead, the core businesses stated on Straits Times were, environmental solutions, membrane sales, operations and maintenance of water plants.

It is clear to all now that electricity sales is important to Hyflux. It is the very fact that the glut of electricity brought down Hyflux. How then is electricity sales not considered a core business and shown clearly on the advertisements?


Point 4
What was not disclosed ( or not highlighted by Dennis Chan of Straits Times Deputy Night Editor in my opinion) was that under the risk factors stated in the 2016 prospectus, the risk was in the operations of the power plant, not in sales of electricity from the power plant.

"......If any of the Group’s counterparties fails to perform its obligations or if the creditworthiness of any of these counterparties deteriorates, the operations of the power plant may be materially and adversely affected, which may in turn cause the Group’s operations, business and financial condition to be materially and adversely affected...." - page 35 of 197 pages

As far as all the public information released so far, there are no problems with the operations of the power plant. The power plant is operating just fine. Instead, it was the sales of electricity that brought down Hyflux.

Point 5
What was not disclosed was whether Hyflux needed to attain a shareholder approval for major transactions to enter a new core business of electricity which materially changed its risk profile, in accordance with SGX listing rules, practice note 10.1.  An email has been sent to SGX for clarification on 20/01/2019. As of latest reply by SGX on 11/04/2019, they are still investigating. I don't know what is taking them so long. This is despite Hyflux having to attain an EMA genco licence according to the Electricity Act to operate the power plant, despite Hyflux having spent more than $800m in power assets in Tuaspring which have breached the 20% market capitalization threshold of the listing rules, despite Minister Masagos stating that the power plant was built significantly larger than what the water plant needed,  despite the very fact that it is publicly known that electricity sales was the culprit that brought down Hyflux.

Before 2011 when Tuaspring was awarded, Hyflux was only in the water business. Post 2011, electricity should have been highlighted as a new CORE business but who would have known, until after the court protection.

In conclusion

I do agree with Dennis Chan, Straits Times Deputy Night Editor, on one thing though. He wrote
" so if you were able to identify " The group is a new entrant to the power business" on page 35 of the prospectus as the factor that would bring Hyflux to its knees, your foresight as an investor is exceptional."  ( source: Hyflux bonds are no Lehman Minibonds) 

Indeed. Except that the retail investors are just your ordinary man in the streets, the retirees and those who work hard for a living in ordinary jobs. Certainly not the exceptional investor or even the " bank credit officers, fund managers and auditors- financial professionals" which Dennis Chan, Straits Times Night Deputy Editor mentioned. Perhaps the latter was mistaken too due to disclosure issues too?

 “SMI has been waiting for Hyflux to disclose further material information following multiple requests for such disclosure. The delay in disclosing this material information has prevented SMI from determining a workable allocation between working capital and the settlement amount to creditors under the restructuring agreement.”
(source: https://www.straitstimes.com/business/companies-markets/hyflux-says-rescue-deal-with-indonesian-investor-terminated-cancels)


Now, Dennis Chan, Deputy Night Editor, are disclosures important now, even at the risk of flooding?
With the benefit of hindsight analysis, i would have expected better articles.

The Uniform Selling Electricity Price (USEP) was at the all time low during the issuance of the 2016 Perpetual Securities to the retail public. It was never this low in the history of Singapore, not even now. Who would have known, except for the insiders that the fate of Hyflux depended on the USEP prices when the materiality of electricity sales were not disclosed ?

Who would have known that the asset value of Tuaspring before the court protection would be impaired by about $900 million after court protection since the retail investors are none the wiser about the bleeding of Tuaspring due to its significant exposure to the electricity market? Interestingly, the USEP price and spark-spread is higher than before, yet the asset valuation of Tuaspring is significantly lower. Shouldn't Tuaspring be valued higher instead of being impaired by about $900 million?

Who would have expected just 2 months after the unqualified audited statements were signed off as a going - concern basis, that a court protection will be seeked?

Who would have understood convincingly why Olivia had to give the ordinary shareholders their ordinary dividends , instead of the coupons to the perpetual securities holder? Isn't coupons to perpetual securities holder ranked higher than ordinary shares, according to the terms of the prospectus?

Who would have known, except, unless all these adequate and accurate disclosures were made known.

Dennis Chan, Straits Times Deputy Night Editor, was right when he said investors would not be any clearer after reading cover to cover the Hyflux prospectus, but the reason is not because it was flooded with disclosures but rather it was lacking in accurate and adequate disclosures, in my opinion.

My point is, i would rather be flooded with disclosures. And disclosures are the answer.

To Noble Investors
I have just created a Noble Telegram group for Noble Investors to join. In my opinion, Noble investors are a less unlucky bunch compared to Hyflux because it has Big players on their side. Iceberg has set up a webpage to join them in the lawsuit.  I have also reached out to Iceberg and they have responded positively to me.


I am not a Noble Investor and i do not know the specifics of the suit, but i thought the old saying of
"Strength in numbers. Divided we fall, United we stand" is wise. I do not know if it will succeed but let's see how it goes.

To Hyflux Investors
For Hyflux investors, even those ordinary shareholders, we need you.  Hyflux posted an announcement on 3 May 2019, finally revealing the name of the mystery new  investor. At the date of this posting, from a non-binding offer, it has become a draft binding offer. Is draft binding or non-binding actually? In the 3 May 2019 announcement, it stated the current management will be retained. In the recent extension of court moratorium, Hyflux proposed a New Hyflux and Old Hyflux arrangement. This reminds me of what Iceberg said in May 2015 on their website about Noble.

 “The new Noble looks a lot like the old Noble: same management, same director (Elman), about the same financing costs,”

The Hyflux ordinary shareholders hold about 60% voting rights. An extremely uphill battle to vote out the current management definitely, but its worth a shot. And to put things in perspective, at least Noble Chairman Richard Elman stepped down eventually. Noble's Board of Directors, CEO and CFO were also changed, finally, at the very end. How about Olivia Lum (Chairman and CEO) and Lim Suat Wah (CFO)?



For Other Investors of other companies
A level playing field between corporations and retail investors can only be good for everyone. In a large scattered group, differing messages will be sent out. I can only speak for myself. It is the corporate entities and significant stakeholders whom accountability and recovery from is seeked. Understanding what happened along the way was also necessary in the process of reaching my conclusion.
I hope you read it the right way.


Further reading
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question
4) Hyflux-Treatmeat of perpetual share holders- Ezion
5) Hyflux - loans and borrowings - Pacific Radiance
6)A happy ending for retail perpertual securities holders - Tiger Air and Hyflux
7) The Very Curious Case of Sharebuybacks- Hyflux
8)What did the founder/Chairwoman/CEO do to help hyflux throughout the years
9) Moving forwards at the Townhall meetings with Hyflux - Part 1
10) Moving forward at the Townhall meeting with Hyflux - Part 2
11)The Lucky Accredited Investors of Hyflux's Perpetual Securities - Part 3
12) The Peculiar Case of HyfluxShop - Question 12 
13)Uncovering the Real Motivations Behind the HyfluxShop 
14) High Level Staff Movement Indication of Red Flags -Hyflux
15)An industry comparison of Hyflux compared with its peers - Question 15
16)What other Water Companies did that Hyflux didn't - Question 16
17)Why a debt to equity option for retail investors is not right
18) Consolidated Questions For Hyflux Townhall Meeting on 19 and 20 July 2018 - Hyflux
19)Consolidated Questions For Hyflux Townhall Meeting on 19 and 20 July 2018 - Hyflux- continued
20)Informal Steering Committee for the Reorganisation Process - Hyflux
21) What happened to other Debt Restructuring Exercises - Ausgroup
22)What happened to other Debt Restructuring Exercises - Nam Cheong
23) My layman views of the so-called " White Knights of Hyflux"
24) The Unsecured Working Group (UWG) are against the retail investors - Hyflux
25)Where to find money to pay back retail investors? 
26)What happened at Hyflux's Second Townhall Meeting
27) Another bomb to the retail investors of Hyflux
28)The Underrated Importance of Regulatory Risk - Hyflux
29)The Overlooked Importance of Another Regulatory Risk - Hyflux
30)Why did so many Singaporeans invest in Hyflux - The positive image illusion
31)On Why The Rich Get Richer And Poor Gets Poorer - The Hyflux Proposal is Out!
32)The " not spoken much" dirty little thing about the Restructuring Proposal - the $33 million - Hyflux
33) The Failure of the much touted Public-Private-Partnership Model in Singapore - Hyflux
40)How Effective are SGX Listing Rules Really ? - Hyflux
41)The Liquidation of California Fitness and the case of Hyflux
42) Protection of Retail Investors in Singapore - Hyflux and Noble
43) Spotlight on Singapore Regulators 

Monday, May 6, 2019

Spotlight on the Singapore Regulators ( Hyflux Case) - SGX, MAS - An Opinion


Disclaimer: I am not an investment advisor or lawyer. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

On 12 June 2018, i sent an enquiry email to Singapore Exchange (SGX) , Monetary Authority of Singapore ( MAS) and Securities Investors Association (Singapore) SIAS  on whether there were any grounds for enforcement action against Hyflux Board of Directors based on the Shares Purchase Mandate.  I attached a printscreen showing Point (B) and Point(C) as per the picture below to substantiate my query.  This is from the Annual Report 2014.

Image 1
In the green box above under Point (A), it was clearly stated that the highest price paid for the share buyback was $1.01 per share and the lowest price paid was $0.84 per share in 2014.

Image 2

Image 3

Image 2 and 3 shows the reply to my email enquiry. This was Cced to the Monetary Authority of Singapore (MAS). It stated that Hyflux bought shares below the net asset value per share. This is factually wrong. Any annual report post-2014 would have shown the NAV per share of Hyflux in 2014 was $0.56 and opening up the annual report of 2014 which i referred to would have shown that the lowest buyback price paid was $0.84 per share in 2014 as per Point(A) in image 1.

I replied again to substantiate with evidences and asked a simple question to show me just one example where Hyflux bought below the net asset value as asserted by SGX. This was the email i replied SGX with. I sent the specific page in Annual Report 2017 showing the NAV per share of Hyflux across the years as an attachment. MAS and SIAs is Cced in this too.

Image 4
Image 5
The above shows the Net Asset Value per share (cents) in 2014. Clearly, it was $0.56 per share in 2014.

My comments

The regulators in Singapore are clearly hopeless. Their response gives me the impression that their first instinct would be to jump to the defence of corporations without even doing a basic fact check . What use is a guard dog if it doesn't do its job of guarding the house? It's so blatant considering i have made it very easy for them by giving them the facts already.

To me, it is even worse that Hyflux was in the news already that they were in dire straits and this should naturally necessitate that the regulators should be on high alert on possible breaches or pending investigations.

It is clearly stated in Image 1 Point (A) that the highest and lowest share buyback price was $1.01 and $0.84 per share respectively. It only needed the regulator two minutes of their time to check out the NAV in 2014 by pulling out any of Hyflux's annual report to check like in Image 5. But i guess they couldn't afford the time or maybe just couldn't care.

Clearly, this shows the uselessness of SGX. By the way, the shares were bought back above their NAV per share from 2011 and 2015, every single year.

The Monetary Authority of Singapore (MAS) was also included in all the emails. They delegated the enquiry to SGX as they stated SGX was the frontline regulator. They said they will monitor SGX's response.  I wonder what happened with monitoring SGX's pathetically wrong factual information given to me.

I also wonder what was the accountability mete out upon SGX? Did MAS really monitor in the first place?



I think the following statements is very apt.

".............When shareholders and other stakeholders “blow the whistle” on potential misconduct to regulators and provide substantial evidence to support their allegations, regulators must take these complaints seriously. Regulators should not only investigate when incontrovertible evidence has been provided by whistleblowers, who lack resources and investigatory powers themselves.

We often hear regulators talking about different stakeholders playing their role in improving market integrity. If stakeholders’ efforts in highlighting possible misconduct do not get the necessary support from regulators, they will stop doing it and the market will be the worse for it. 

I am concerned about the loss of trust in our market and urge that more be done to improve regulatory enforcement to rebuild that trust. "  - NUS Professor Mak Yuan Teen ( Emphasis mine)
source: http://governanceforstakeholders.com/author/mak-yuen-teen/page/5/

Guess what was SGX final response to my email (Image 4)?


They could not give a single example when Hyflux bought their shares back below the NAV per share. Choosing instead to ignore that question and carry on life as usual.

And very ridiculously, the Company that i am lodging a complain against answered my query. I wondered if SGX checked on the validity of the reply. Oh but wait... this time, SGX replied to me without Ccing MAS. I wonder how MAS is able to monitor SGX in this case.....


The complacency and arrogance of the current system is appalling. There is totally no accountability , no check and balances with CEOs also being Chairman as in the case of Hyflux and with unwilling regulators. SIAs remained silent throughout the email, in case you are wondering.

Retail investors, just remember, you are on your own in Singapore. 

More to come...surely...stay tuned.....

To Noble Investors
I have just created a Noble Telegram group for Noble Investors to join. In my opinion, Noble investors are a less unlucky bunch compared to Hyflux because it has Big players on their side. Iceberg has set up a webpage to join them in the lawsuit.  I have also reached out to Iceberg and they have responded positively to me.


I am not a Noble Investor and i do not know the specifics of the suit, but i thought the old saying of
"Strength in numbers. Divided we fall, United we stand" is wise. I do not know if it will succeed but let's see how it goes.

To Hyflux Investors
For Hyflux investors, even those ordinary shareholders, we need you.  Hyflux posted an announcement on 3 May 2019, finally revealing the name of the mystery new  investor, albeit, still a non-binding offer. In it, it stated the current management will be retained. In the recent extension of court moratorium, Hyflux proposed a New Hyflux and Old Hyflux arrangement. This reminds me of what Iceberg said in May 2015 on their website about Noble.

 “The new Noble looks a lot like the old Noble: same management, same director (Elman), about the same financing costs,”

The Hyflux ordinary shareholders hold about 60% voting rights. An extremely uphill battle to vote out the current management definitely, but its worth a shot. And to put things in perspective, at least Noble Chairman Richard Elman stepped down eventually. Noble's Board of Directors, CEO and CFO were also changed, finally, at the very end. How about Olivia Lum (Chairman and CEO) and Lim Suat Wah (CFO)? 



For Other Investors of other companies
A level playing field between corporations and retail investors can only be good for everyone. In a large scattered group, differing messages will be sent out. I can only speak for myself. It is the corporate entities and significant stakeholders whom accountability and recovery from is seeked. Understanding what happened along the way was also necessary in the process of reaching my conclusion.
I hope you read it the right way.


Further reading
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question
4) Hyflux-Treatmeat of perpetual share holders- Ezion
5) Hyflux - loans and borrowings - Pacific Radiance
6)A happy ending for retail perpertual securities holders - Tiger Air and Hyflux
7) The Very Curious Case of Sharebuybacks- Hyflux
8)What did the founder/Chairwoman/CEO do to help hyflux throughout the years
9) Moving forwards at the Townhall meetings with Hyflux - Part 1
10) Moving forward at the Townhall meeting with Hyflux - Part 2
11)The Lucky Accredited Investors of Hyflux's Perpetual Securities - Part 3
12) The Peculiar Case of HyfluxShop - Question 12 
13)Uncovering the Real Motivations Behind the HyfluxShop 
14) High Level Staff Movement Indication of Red Flags -Hyflux
15)An industry comparison of Hyflux compared with its peers - Question 15
16)What other Water Companies did that Hyflux didn't - Question 16
17)Why a debt to equity option for retail investors is not right
18) Consolidated Questions For Hyflux Townhall Meeting on 19 and 20 July 2018 - Hyflux
19)Consolidated Questions For Hyflux Townhall Meeting on 19 and 20 July 2018 - Hyflux- continued
20)Informal Steering Committee for the Reorganisation Process - Hyflux
21) What happened to other Debt Restructuring Exercises - Ausgroup
22)What happened to other Debt Restructuring Exercises - Nam Cheong
23) My layman views of the so-called " White Knights of Hyflux"
24) The Unsecured Working Group (UWG) are against the retail investors - Hyflux
25)Where to find money to pay back retail investors? 
26)What happened at Hyflux's Second Townhall Meeting
27) Another bomb to the retail investors of Hyflux
28)The Underrated Importance of Regulatory Risk - Hyflux
29)The Overlooked Importance of Another Regulatory Risk - Hyflux
30)Why did so many Singaporeans invest in Hyflux - The positive image illusion
31)On Why The Rich Get Richer And Poor Gets Poorer - The Hyflux Proposal is Out!
32)The " not spoken much" dirty little thing about the Restructuring Proposal - the $33 million - Hyflux
33) The Failure of the much touted Public-Private-Partnership Model in Singapore - Hyflux
40)How Effective are SGX Listing Rules Really ? - Hyflux
41)The Liquidation of California Fitness and the case of Hyflux
42) Protection of Retail Investors in Singapore - Hyflux and Noble