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Regulators Refusing to Act - Hyflux & Noble Group's Decline

THE BOARD OF HYFLUX LTD RESPONDS TO SIAS’ QUERIES
https://links.sgx.com/FileOpen/News Release - 15 Feb 2019.ashx?App=Announcement&FileID=543688

Extracts from love letter: https://www.hyflux.com/wp-content/uploads/2019/02/Hyflux-responses-to-SIAS-letter.pdf

Hyflux’s main business is in the infrastructure space where it provides innovative and effective environmental solutions for its municipal clients. While Hyflux started out as a water solutions provider, over the years, its municipal clients have increasingly sought more integrated solutions to address their water, power and waste management needs. Accordingly, Hyflux has also expanded its solutions offering to meet the changing needs of its municipal clients. As a technology provider, Hyflux’s core competence is its capability in engineering, procurement and construction (“EPC”) and Operations and Maintenance (“O&M”). In situations where its municipal clients opt for public-private-partnership models in their project tenders, Hyflux also takes on the role of project owner or developer. In such cases, investments in these projects are typically funded through a mix of project finance debt and equity during the construction phase. Recovery of these investments is through collection of tariffs from its municipal clients over the service concession period and/or through proceeds from divestment of the projects. As a growing company, Hyflux has always adopted an asset light strategy where it divests its stake in the project companies as soon as commercially possible, and recycles the capital into new projects. This is a business model that has served the Group well over the years. Recent examples are its divestment of water assets to Tuspark in 2015 and divestment of its Galaxy Newspring portfolio in 2016, amongst others. The issues faced by the Hyflux Group today are largely due to its investment in Tuaspring Integrated Water and Power Project in Singapore. Hyflux was named preferred bidder for this project in 2011 due to its innovative proposal for a cost-effective water solution by building an on-site combined cycle power plant, which would supply electricity to the project. As this is an integrated desalination plant with an on-site power plant, there was no change in the primary infrastructure business of the company. Further, with energy cost being the largest cost component of desalination, this integrated solution which allowed the project to take advantage of the energy cost savings from the captive power plant, and apply the same cost savings to the desalination production, enabled synergy and operational efficiency. The technical and financial viability of this proposed model was validated and approved by various parties, including regulators, professional advisors and project finance lenders. The Tuaspring Integrated Water and Power Project also garnered international awards from Global Water Intelligence, and was an important landmark project for Singapore. Funding for the Tuaspring project was through project finance debt as well as preference shares and perpetual capital securities raised by Hyflux Ltd. In line with its asset light strategy, Hyflux embarked on a divestment exercise of Tuaspring in early 2017 to free up capital for redemption of preference shares in 2018. Despite strong initial interest in this project, several challenges arose including (i) losses from electricity generation, (ii) lack of potential buyers’ understanding of the market risks in the Singapore power market compared to other jurisdictions, as well as (iii) unexpected delays with respect to regulatory approval before bidders could get access to project information, leading to a protracted sale process and challenges in retaining bidders’ interest in the divestment process. As a result, although the Company received several preliminary non-binding bids from interested parties from all over the world, Hyflux was unable to convert these preliminary bids into final binding bids by the end of 2017 as each of the preliminary bids were subject to the conduct of due diligence and other conditions. Meanwhile, losses from Tuaspring continued. At this point, it is important to highlight that when the Tuaspring project was first awarded in 2011, the outlook for the Singapore power market was very favorable. The Tuaspring power plant was projected to turn in profits from day one. At that time, new power generation plants were planned to support the country’s projected electricity demand with a reserve margin of 30%. Today, however, due to oversupply of gas in the market, the projection by Electricity Market Authority (EMA) in their Singapore Electricity Market Outlook 2017 showed an increase in reserve margin to 80% in 2018. By way of illustration, the average wholesale electricity price has dropped from about SGD220 per MWh in 2011 when the Tuaspring project was awarded to an average of SGD81 per MWh in 2017, resulting in significant losses from electricity generation. The operating losses of Tuaspring drove Hyflux to record its first full year of loss in 2017. When losses were also reported in its first quarter 2018 results released on 9 May 2018, certain financiers expressed concerns over their ability to continue with existing credit exposures to the Group. This, coupled with the uncertainty of Tuaspring divestment or entry of a strategic investor, raised a significant spectre of an upcoming liquidity crunch. Accordingly, subsequent to discussions with its legal and financial advisors, the Hyflux Board was advised to p
 
What is the current market value for the Tuaspring asset?
There is no ascertainable current market value on Tuaspring at this current point in time, as a fair market value would be an estimate based on what a willing and ready buyer would attribute as a valuation to the Tuaspring asset, and there are currently no third parties looking actively to acquire this asset.

- Can't stand these liars. 3-4 months ago, they announced that they no longer seek to find any buyers for Tuaspring so that this piece of meat can be kept for her Indo sugardaddy.

The Company has noted that there have been inaccuracies recorded in various news articles surrounding Olivia’s dividends from her shareholding in Hyflux. In contrast to the newspaper reports and the SIAS narrative suggesting that Olivia had received over SGD 60 million in dividends from her shareholding in Hyflux in 2017, the Company wishes to clarify that she did not receive any cash dividend for financial year 2017. Over a period of 10 years from 2007 to 2016, she received about SGD58million

- Dear SIAS, Olivia said you over estimated her dividends by a little bit, hokay? So you are inaccurate.
- Actually, all these while the most accurate projections are from anyone except Hyflux's board.
 
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EY have indicated that in a liquidation, unsecured creditors are estimated to receive 3.8% to 8.7% recovery and SGD900 million perpetual and preference shareholders received zero return. Can EY state the assumptions used to justify its calculation of the liquidation value?

The liquidation analysis details a range of estimated realisations from a theoretical liquidation scenario of Hyflux Ltd. Hyflux Ltd is a holding company with the group’s projects and assets contained within subsidiaries or associate companies. In a liquidation, recoveries for creditors of Hyflux are dependent upon value being recovered from these subsidiaries / associates (including outside of Singapore in a number of cases), which need to settle their own liabilities first before any remaining value (“equity value”) can be passed up to the Hyflux holding company level for its creditors. Some key overarching assumptions underpinning EY’s theoretical liquidation analysis are as follows: i. Upon commencement of a liquidation of Hyflux Ltd, many of the other Hyflux Group entities (including Hydrochem and the EPC business generally) are assumed to enter liquidation on or around the same time; ii. Construction activity on projects such as, but not limited to, TuasOne and Qurayyat, would immediately cease; iii. Most of the Hyflux Group’s employees would have their contracts of employment immediately terminated, although EY assumes a small base of skeleton staff would be retained by the liquidator to assist with the realization of assets; iv. In order to maximize returns for creditors, EY have assumed that certain asset owning entities / investments which do not require financial support from Hyflux Ltd, do not enter liquidation and are instead realized through the sale of shares via an orderly sale process. v. Tuaspring – assumed sale process in a liquidation scenario is not likely to yield any excess net sale proceeds over the secured bank debt. vi. Magtaa and Tlemcenn - unlikely to be any value in the shares taking into consideration inter alia, bank security, shareholder agreements and offtaker obligations. vii. Realisation values mainly attributed to China assets (including Tianjin Dagang, Tus Water), PT Oasis (which has since been sold), SingSpring Trust, and Hyflux Shop. viii. Crystallisation of all contingent liabilities which include performance bonds and corporate guarantees was assumed, amounting to approximately SGD1.9b of senior unsecured liabilities and SGD900m of subordinated unsecured obligations. Given the senior unsecured creditors would potentially obtain a return over a number of years, of between 3.8% to 8.7% in a liquidation, the subordinated unsecured creditors (i.e preference shares and perpetual securities holders) would not get any return. Although a liquidation analysis is based on assumptions, given the large gap between what is estimated to be received in a liquidation and the total senior unsecured liabilities (which need to be settled in full prior to any returns to subordinated unsecured creditors), this would render the likelihood of subordinated unsecured creditors obtaining a return being extremely remote. An EY report on the liquidation analysis will be attached to the Scheme document/ Explanatory Statement and circular to shareholders.

- Last night's bloomberg leak was likely quite accurate. Almost nothing for retail investors.
 
There is nothing new that we don't know. I will end with the following extract from

"The subordinated unsecured creditors (i.e preference shares and perpetual securities holders) would not get any return. "

"Olivia is very cognizant of the losses suffered by all the stakeholders, including the lenders, MTN holders, perpetual securities holders, preference shareholders and ordinary shareholders, and she is deeply saddened for the pain and loss suffered. "

Olivia is either dishonest or bipolar. One moment happy, One moment sad.
Or she was happy when Indo sugardaddy saved her from the sinking ship (while retail investors sink with it?) Oct 2018, At a hastily convened press conference at Hyflux Innovation Centre, Hyflux group chief executive Olivia Lum called it a “happy day".
https://www.todayonline.com/singapo...questions-raised-whether-deal-would-get-green
BT_20181019_MRHYFLUX_3593769.jpg
 
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Come on lah, it is now so obvious that it is such a huge accounting con job, largest public company fraud in Singapore history.

Both of them should be jailed - CFO Lim Suat Wah and Olivia Lum.

photo_lim_suat_wah.jpg
ST_20150925_JKHYFLUX25_1710561.jpg
 
Hyflux – Singapore’s Enron

Hyflux, one of Singapore’s most iconic businesses, saw its market capitalisation peak above $2 billion in recent years with rapid growth in Singapore and global business. In 2011, Olivia Lum also became the first Singaporean women to be crowned Ernst & young World Entrepreneur of the Year award.

In a cruel mockery, Ernst & Young is now appointed as financial advisor to Hyflux’s debt restructuring, peddling a >90% loss-absorption scheme for perpetual bondholders and preference shareholders according to a leak from Debtwire in late Nov 2018 and rewarding Olivia and her team with a 3% stake of the enlarged share-capital. It allocated merely $39million in exchange for approximately $900million of perpetual bonds and preference shares.

$39million was not enough to fund the cumulative interest of the above-mentioned subordinated debts. While the proposal is not final, Hyflux is expected to post at least $800m to $1 billion of annual losses in the current FY which will erode almost all of Hyflux’s subordinated debts overnight.

Now, let’s turn back time to another US power generation company, Enron in 2001. Not just Enron was in the same utilities industry as Hyflux, Enron was also the largest bankruptcy reorganization in US history (back then) and biggest audit failure, dragging down Arthur Andersen.

Like Hyflux, Enron’s complex financial statements confused shareholders and analysts though false-accounting practices. It appears that both companies adopted accounting limitations to misrepresent past-earnings and asset-values in balance sheets to indicate favourable performance for fund-raising.

Over the years, Hyflux was able to attract overwhelming funding support from retail investors to fund their questionable business model; concealing its true performance through a series of risk-assessment, accounting and financing manoeuvres and hyped its leverage to unsustainable levels.

The sudden recognition of valuation-losses, cost over-runs, projects-losses since the Hyflux’s suspension, is the consequences of past reckless standards in audits without properly reviews. Looks like Hyflux has a habit of not making sufficient provisions for potential project disruptions, legal disputes and unrealistic valuations of assets.

I am still young and I can work still work for you all” said Olivia Lum in the first Townhall Meeting. In the past 12 months, Hyflux issued a stream of failed promises and assurances. Olivia further described the press conference with potential Indonesian investors as “a happy day” despite the underlying requirements for massive debt write-off.

These comments and mismanagement behind Hyflux’s fall reflects the management’s hubris, and lack of corporate social-responsibility. Retail investors funded Hyflux because of its political and strategic importance to Singapore. Short of a government bailout, along with regulatory oversights and indifference of political leaders, Hyflux’s retail investors are now trapped with no-one on their side.
 
Dear people, please help to share this. This is common sense.
Our last hope is the next General Elections.
 
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Look at tonight's proposal from Falcon Energy for their 5.5% bonds.
https://links.sgx.com/FileOpen/FEG_...s_15Feb19.ashx?App=Announcement&FileID=543806

So much more sincere

a) Maturity date of the Notes is postponed to 19 September 2020 (“Extended Maturity Date”);

b) Increased redemption price payable on any outstanding amount of Notes on Extended Maturity Date to 105% of such outstanding principal amount;

c) Revised interest rate payable every two months:
i. 3.50% p.a. for 19 Sept 17 to 18 Sept 18
ii. 4.50% p.a. for 19 Sept 18 to 18 Sept 19
iii. 6.50% p.a. for 19 Sept 19 to 18 Sept 20

d) Assignment of proceeds from scrapping of vessels AC and T4, and an account charge over the charged account for the same;
e) Mortgage and assignment of insurances over vessel SS-8, and an
 
Hyflux – Singapore’s Enron

Hyflux, one of Singapore’s most iconic businesses, saw its market capitalisation peak above $2 billion in recent years with rapid growth in Singapore and global business. In 2011, Olivia Lum also became the first Singaporean women to be crowned Ernst & young World Entrepreneur of the Year award.

In a cruel mockery, Ernst & Young is now appointed as financial advisor to Hyflux’s debt restructuring, peddling a >90% loss-absorption scheme for perpetual bondholders and preference shareholders according to a leak from Debtwire in late Nov 2018 and rewarding Olivia and her team with a 3% stake of the enlarged share-capital. It allocated merely $39million in exchange for approximately $900million of perpetual bonds and preference shares.

$39million was not enough to fund the cumulative interest of the above-mentioned subordinated debts. While the proposal is not final, Hyflux is expected to post at least $800m to $1 billion of annual losses in the current FY which will erode almost all of Hyflux’s subordinated debts overnight.

Now, let’s turn back time to another US power generation company, Enron in 2001. Not just Enron was in the same utilities industry as Hyflux, Enron was also the largest bankruptcy reorganization in US history (back then) and biggest audit failure, dragging down Arthur Andersen.

Like Hyflux, Enron’s complex financial statements confused shareholders and analysts though false-accounting practices. It appears that both companies adopted accounting limitations to misrepresent past-earnings and asset-values in balance sheets to indicate favourable performance for fund-raising.

Over the years, Hyflux was able to attract overwhelming funding support from retail investors to fund their questionable business model; concealing its true performance through a series of risk-assessment, accounting and financing manoeuvres and hyped its leverage to unsustainable levels.

The sudden recognition of valuation-losses, cost over-runs, projects-losses since the Hyflux’s suspension, is the consequences of past reckless standards in audits without properly reviews. Looks like Hyflux has a habit of not making sufficient provisions for potential project disruptions, legal disputes and unrealistic valuations of assets.

I am still young and I can work still work for you all” said Olivia Lum in the first Townhall Meeting. In the past 12 months, Hyflux issued a stream of failed promises and assurances. Olivia further described the press conference with potential Indonesian investors as “a happy day” despite the underlying requirements for massive debt write-off.

These comments and mismanagement behind Hyflux’s fall reflects the management’s hubris, and lack of corporate social-responsibility. Retail investors funded Hyflux because of its political and strategic importance to Singapore. Short of a government bailout, along with regulatory oversights and indifference of political leaders, Hyflux’s retail investors are now trapped with no-one on their side.


These are accounting frauds lor. So obvious still no action taken.
 
No vested interest in this saga. But all I want to say is no one pointed a gun at their heads to invest in this shit. So if they lose money, you can't blame the government. Just like if you love to gamble and buy 4d toto and casino, and you become penniless in future, it's your own decision to put in the money. Don't blame others. You can't always have the cake and eat it.

Yes no one forced them, but there are many shades of Enron to the Hyflux saga. It can't be nobody's fault in this case.

Refresh your memory of Enron:

Enron's complex financial statements were confusing to shareholders and analysts.[13][14] In addition, its complex business model and unethical practices required that the company use accounting limitations to misrepresent earnings and modify the balance sheet to indicate favorable performance.[15]

The combination of these issues later resulted in the bankruptcy of the company, and the majority of them were perpetuated by the indirect knowledge or direct actions of Lay, Jeffrey Skilling, Andrew Fastow, and other executives such as Rebecca Mark. Lay served as the chairman of the company in its last few years, and approved of the actions of Skilling and Fastow, although he did not always inquire about the details. Skilling constantly focused on meeting Wall Streetexpectations, advocated the use of mark-to-market accounting (accounting based on market value, which was then inflated) and pressured Enron executives to find new ways to hide its debt. Fastow and other executives "created off-balance-sheet vehicles, complex financing structures, and deals so bewildering that few people could understand them."[16]
 
Yes no one forced them, but there are many shades of Enron to the Hyflux saga. It can't be nobody's fault in this case.

Based on court affidavit, Bloomberg's news was right, Thank you sgdividends.
https://sgdividends.blogspot.com/2019/02/on-why-rich-get-richer-and-poor-get.html


Based on the 15 Feb Affidavit, here is the proposal:

Perps and Prefs ( retail investors owed $900m )

For every $100 , we get back $3 in cash and $7.6 in ordinary shares.
Total: $10.6 back

Unsecured creditors ( banks and accredited investors owed $988 m)

For every $100 , they get back $23.5 in cash and $18.2 in ordinary shares .
Total: $41.7 back.
 
Olivia is now playing the victim card by sharing her losses and contributing shares to retail investors in the last 36 hours..

Olivia has been very shrewd in the past year with her lies and fake promises. Assuming the same consistency in her, such moves hint that she now fears being jailed for Hyflux's fake accounts.

[Please refer to the post on Hyflux's similarities with Enron]
 
Olivia is now playing the victim card by sharing her losses and contributing shares to retail investors in the last 36 hours..

Olivia has been very shrewd in the past year with her lies and fake promises. Assuming the same consistency in her, such moves hint that she now fears being jailed for Hyflux's fake accounts.

[Please refer to the post on Hyflux's similarities with Enron]

She better go die. A bitch
 
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