Shin Corp sale's four grave secrets still in the dark

Prime Minister Thaksin Shinawatra has completely lost his legitimacy. You can trace his troubles back to January 23, 2006 when he sold Shin Corp to Temasek Holdings of Singapore for Bt73.3 billion without paying any taxes.

Even now, not many people have fully digested the impact of this deal, because all the attention has been focused on whether Thaksin should step down or how he will try to survive his political crisis.

Thaksin could not have imagined the adverse consequences of his sell-off. Nor could Ho Ching, the chief executive of Temasek, nor the top people at the Siam Commercial Bank and SCB Securities Co.

There are four aspects of the Shin Corp debacle that will be subjected to further scrutiny.

First, following the sell-off, Shin Corp now effectively has become a "state enterprise" of Singapore. Temasek is an investment arm of Singapore, with a portfolio investment of more than S$103 billion (Bt2.5 trillion) as of March 2005. It was originally a super holding company for Singapore's state enterprises.

After privatisation, the proceeds went into Singapore's national coffers and also to Temasek. With a growing war chest, Temasek has, since its inception in 1974, been able to expand its investment portfolio and offer shareholders returns of 18 per cent compounded annually.

Its holdings in Singaporean companies now include Singapore Airlines, Singapore Telecom, DBS Bank and Neptune Orient Lines. Other industrial stalwarts it has a share in are Singapore Technologies Engineering, PSA International, Singapore Power, Keppel Corporation and SembCorp Industries.

Temasek's international investments in India include ICICI Bank, Mahindra & Mahindra, and Apollo Hospital Group; China Construction Bank, and China COSCO Holdings in China; Bank Danamon and Bank Internasional Indonesia in Indonesia; Quintiles Transnational Corp in the United States and Hana Bank in South Korea. In its first term, the Thaksin government floated the idea of setting up a super holding company in the style of Temasek to facilitate the privatisation of state enterprises. But this idea was never implemented.

Much worse, the Thaksin government's privatisation campaign has been nothing more than a transfer of public sector assets into the pocket books of political cronies, without creating competition or a strong regulatory body to ensure a level playing field.

If Thaksin had set up a holding company, with a long-term view of keeping national assets inside Thailand, he would not have faced such strong opposition to his privatisation programme. As it turned out, his political cronies made big money from the privatisation of PTT Plc. So civic and pro-democracy groups as well as academics have come out to block the privatisation of Egat, fearing it would become another big pie sliced up by the politicians.

The charges that Thaksin sold out Thailand to Singapore have a strong grounding. For Temasek gained control of Thai mobile phone, satellite, aviation and TV concessions in one fell swoop. Temasek must reason that at Bt49.25 a share, totalling Bt73.3 billion, the deal is cheap, for it has taken into account Shin Corp's market capitalisation of Bt150 billion.

The prime minister's family and pro-market forces argue that there is nothing wrong with Temasek's buy-out of Shin Corp because Temasek only operates the concessions, which still belong to the Thai government. Yet in reality, the concessions can be renewed. Temasek will have dominance in the Thai market in all of these sectors. Singapore, a more open economy than Thailand, would not allow this kind of deal to happen.

The pro-market forces have also tried to paint those who are opposing the Shin Corp deal as creating a bad sentiment for foreign investment. In fact, foreign investment is good for Thailand in so far as foreign companies invest in green-field plants, or factories or companies that will create jobs. This results in fresh capital injections and transfers of technology.

But we should be very cautious about foreign investors buying into Thai companies through mergers and acquisitions with the goal of dominating a market. This is the name of the game in the Shin Corp sale.

Second, Thaksin, the prime minister himself, has been seen as the executor of the Shin Corp deal, which has been branded as a big sell-off of Thailand. The Thai public cannot understand how Thaksin could have done a business deal that turned over several national concessions to Singapore in one big chunk!

Third, the public suspects that there could be an Asset Concealment Episode II, which would involve Ample Rich Investment Ltd. Ample Rich is incorporated in the tax haven of the British Virgin Islands. The stock and financial transactions between Thaksin and his children have been very complicated dating back to 1999.

In the first place, how could Thaksin transfer 10 per cent of Shin Corp stocks from the local board to the foreign board at par value in 1999 without having to report any financial transactions? Doing so would require him to conform with foreign exchange regulations under the oversight of the banking authorities.

If there is nothing wrong with this strange transaction, then other investors can follow suit by setting up paper companies in Singapore and then transferring their stocks from the local board to the foreign board. Once the stocks are moved to the foreign board, they can conveniently take money out of the country in dollars.

Fourth, the Shin Corp deal has created a public uproar because the Shinawatra and Damapong families did not pay any tax at all. Thaksin likes to claim that the deal was done on the stock market, where the capital gains tax exemption applies.

But he has failed to explain the complicated transactions of the Shin Corp stocks before the sell-off. Banapot Damapong should have paid tax when he received Shin Corp stocks worth almost Bt1 billion from Khunying Pojaman Shinawatra. In that case the revenue officials did not tax Banapot, because he was given the shares as a "gift". And besides, he did not realise any gains from the stocks at that point. When he did sell them, he did so through the stock market and benefited from the tax exemption.

Another case involves Ample Rich and Panthongtae and Pinthongta Shinawatra. On January 20, Ample Rich sold Shin Corp stocks at Bt1 a share to Panthongtae and Pinthongta, who sold the stocks to Temasek at Bt49.25 on the following January 23. Panthongtae and Pinthongta should have paid tax on the capital gains they made as a result of receiving the shares at the incredible value of Bt1 before selling them for big profits at Bt49.25 per share.

These four key elements of the Shin Corp deal have brought about a complete loss of confidence in Thaksin's leadership. Once the political crisis has subsided, there will be more scrutiny of this deal. You'll know the outcome then.

Thanong Khanthong

Trackback from Newsweek:

An executive at Singapore's state-owned investment firm discusses the deal that triggered Thailand's political crisis. The company line: don't blame us....

Trackback from Diary of A Singaporean Mind: Temasek: Everything is fine at Shin Corp!:

There is no need for more transparency in Temasek Holding. ... Please read the Straits Times article thoroughly, you can only conclude it is a good investment....

Trackback from AsiaOne: Court accepts lawsuit against company formerly headed by Thailand's ousted premier:

The lawsuit alleges that Shin Corp., the former centerpiece of Thaksin's business empire that was sold to Singapore's state investment company, is no longer entitled to hold the licenses because the company's sale violated provisions of Thai law....