- Trading of shares halted for three days; suspension amidst fall of stock price and chaos among investors and customers
- SEC starts fully-fledged investigation into affairs of troubled company; tougher action likely
- Market welcomes move but some analysts term measure as coming too late
- SEC probe likely to focus on whether TWOD Chairman’s sale of shares bordered insider trading parameters
- Customers of timber plantations of TWOD in Thailand cry foul over unmet assurances
The
crisis facing Touchwood Investments Plc (TWOD) took a new turn when the
Securities and Exchange Commission (SEC) yesterday suspended trading of
its shares for three days.
The capital markets regulator said that
having carried out a preliminary inquiry into the conduct of Touchwood,
it has decided to commence a fully-fledged investigation into the
business affairs of TWOD.
The suspension came when Touchwood was
trading on a falling market for itself. The share price dipped to a low
of Rs. 1.20 before being suspended when the share was trading at Rs.
1.30, down by 20 cents. Around 2.4 million shares were traded when the
suspension came into force.
Earlier in the week, the share plunged to
an all-time low of 90 cents but recovered thanks to interest from
speculative and bargain hunters.
Touchwood styles itself as the
pioneer of the agro-forestry investment industry in Sri Lanka. It
specialises in the cultivation of high value exotic tropical timbers as
an alternative and sustainable source of forest products (mahogany,
vanilla, sandalwood, teak and other cash crops).
Most stakeholders
welcomed the action by the SEC, which has been carrying out preliminary
investigations for more than a month. SEC is likely to take tougher
measures in order to stem further erosion in TWOD’s value as well as
investor/creditor confidence. But some analysts termed the action as
coming too late.
However, it appears most of the investors who bought
into TWOD since Friday didn’t treat the public notice of winding up
application by a defaulted customer seriously. It was only on Wednesday
that the company itself admitted via a filing to the CSE that there was
an application and that it would be opposed and defended.
The
majority of buyers also didn’t mind taking on fresh exposure to TWOD
even after the Daily FT on Wednesday exclusively reported that among
sellers on Monday was TWOD Chairman R. Maloney itself. He later
confirmed the sale of 3.35 million shares or a 3% stake.
Good
governance activists raised a host of issues with regard to the conduct
of Chairman Maloney. His sale of shares was on Monday whilst the company
disclosed the winding up application was filed because of Rs. 3.8
million due to a customer as claimed, and the case was opposed and
defended only on Wednesday.
Maloney sold his shares at prices ranging
between Rs. 1.80 and Rs. 2 per share, relatively higher than the
current week’s lowest of 90 cents as well as yesterday’s closing of Rs.
1.30.
Analysts said SEC investigations would determine whether the
TWOD Chairman’s action sans inadequate disclosure or non-disclosure was
aimed at profiting or minimising losses – two motives linked to insider
trading. The notice by legal firm F J & G De Saram appeared in a
State-owned newspaper on Friday.
It said the Western Province High
Court has listed a petition to be heard on 3 October over winding up
Touchwood Investments following an application filed by a customer. It
also said “any creditor contributory” to the firm who may want to
support or oppose the action could get a copy of the court petition and
be present at the hearing. Interested parties could make submissions
before 2 October.
This was not the first time Maloney or related
parties had sold their own shares. In July, Chairman Maloney sold 6.6
million shares between a low of Rs. 3.50 and a high of Rs. 4. Of the
quantity, ASPIC Corporation in which Maloney is a Director bought 3.8
million shares. As at June 2013, Maloney was holding 10 million shares
or a 9.35% stake.
In the week ended yesterday, 45 million shares of
TWOD or a 42% stake had changed hands. The volume hit a high on
Wednesday with 16 million preceded by 13 million on Tuesday.
Any loss
suffered by shareholders is secondary when considering creditors to
TWOD who fear major repercussions. The application filed by customer
K.A.D.L. Priyanka Nanayakkara of Rajagiriya) is a case in point.
It learns that several customers who have investment schemes with
TWOD have had protracted issues ever since some of their investments
matured. For example, one customer said they invested in a timber
plantation in Thailand with the promise of harvesting in five years,
which was in 2012.
However the company had claimed that due to some
failure, harvesting has been delayed by a further three years. Efforts
by the customer to at least get 50% of the capital have so far failed.
As
at end FY13, TWOD’s assets amounted to Rs. 8 billion, up from Rs. 6.8
billion in the previous year. Net asset per share was Rs. 29. If one
factors in the latter, then the share trading at current prices is an
insult. However, these are biological assets and in the past analysts
had raised various questions on their accuracy.
Despite styling
itself as pioneer and in business for over a decade, TWOD remains
saddled with over Rs. 500 million worth retained losses. Liabilities
amounted to Rs. 4.7 billion as at end FY13, up from Rs. 3.7 billion a
year earlier.