Swiber founder fined S$100,000 over false project announcement, listing rule breaches

RAYMOND Goh, the founder and chairman of insolvent offshore oil and gas services contractor Swiber, was on Wednesday (Apr 17) slapped with a fine of S$100,000 for a charge of making a false announcement on the Singapore Exchange (SGX) related to a project.

Another charge of playing a role in the company’s failure to disclose material information to the bourse was taken into account for the sentencing.

Goh, 56, pleaded guilty to the first and primary charge from prosecutors at the State Courts, with the case presided over by District Judge Kamala Ponnampalam. If he fails to pay the fine of S$100,000 by Apr 24, he will face one month’s imprisonment. 

The first charge by the prosecutors fell under Section 199 (b)(ii) of the Securities and Futures Act (SFA) relating to Swiber’s SGX announcement in December 2014 about having secured a US$710 million award to provide certain services for an offshore field development project in West Africa.

In the announcement, Swiber’s then chief executive Francis Wong said that the project “represents a major leap forward” for the group.

Investigations later revealed that Swiber, through its senior management, had known that the announcement was materially false, because the company’s wholly owned unit – Swiber Offshore Construction – had signed only a letter of intent authorising expenditure of up to US$2 million on the project. 

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The case’s statement of facts obtained by The Business Times said that Goh had received the final draft of the letter of intent for the project before it was signed, and he was “accordingly aware of the terms”.

On Dec 11, 2014, a draft of the announcement had also been given to Swiber’s board of directors, with Wong suggesting amendments that were then approved by the board members, including Goh. This, the charge read, was an instance of “making a statement that was false in a material particular and that was likely to induce the purchase of securities by other persons”. 

The second charge that was taken into account for the sentencing said that Goh, as a director of Swiber, connived in the company’s “reckless failure” to notify SGX of information that was required to be disclosed under the listing rules from Oct 24, 2014, to Jul 27, 2016.

Under the second charge, it was noted that Brunei Shell Petroleum Co had on Oct 24, 2014, served Swiber Offshore Construction a notice of termination for the Champion waterflood project. This constituted information that was “necessary for disclosure to avoid the establishment of a false market in Swiber’s shares”, charge sheets said, and was required to be disclosed by the then-listed company under Rule 703(1)(a) of SGX’s mainboard rules. In failing to do so, Goh had committed an offence under Section 203(2) of the SFA. The amended version of the second charge was not available on public records as at press time. 

Deputy public prosecutors (DPPs) led by Eric Hu said in their arguments that Goh’s culpability is at the “lower end of moderate”. They noted that Goh had sight of the letter of intent and was “well aware of its terms”. “As a director of Swiber, he ought to have exercised reasonable diligence to stop Swiber from making an announcement which he ought to have known was false in a material particular,” the DPPs said, noting that Goh did not do so. However, the prosecutors acknowledged that the harm caused by the announcement in question “is low to moderate”, as there is no evidence of significant market distortion caused by the publication of the false announcement.

In March 2024, Wong was fined S$100,000 for his role in the materially false announcement that had overstated the company’s business prospects. The company went into judicial management back in 2016, and delisted from the SGX mainboard in June last year.