Stamford Land wins $1.9m claim against UOB over rights issue after bank found grossly negligent
High Court: UOB ‘creative but legally unsound’ in interpreting SGX ruling on excess share allocation.
Stamford Land Corporation, a Mainboard-listed company, has secured a $1.9 million victory against UOB over a 2021 rights issue allocation dispute. The High Court found that UOB, the appointed manager of the rights issue, had been grossly negligent in providing non-compliant advice on the allocation of excess shares. Justice Dedar Singh Gill ruled that UOB's approach, known as the "success rate" methodology, violated Singapore Exchange (SGX) Rule 877(10), which stipulates that directors and substantial shareholders with control or influence over a listed company must rank last in priority for the allocation of excess rights shares.
The court emphasized that non-restricted shareholders, who did not have such control or influence, must be satisfied before restricted shareholders could receive any excess shares. UOB had proposed a different approach, allotting a significantly higher percentage of excess shares to non-restricted shareholders, which the court deemed "creative but legally unsound."
The bank had not adequately checked UOB's internal precedents or sought guidance from SGX, despite the situation being unprecedented with limited recent experience in rights issues. Stamford Land faced the court proceedings on its own, leading to a settlement where Stamford Land's controlling shareholders donated $2 million to the SGX Investor Education Fund.
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