SIC to take no further action against 'Popiah King' Sam Goi over takeover code breach

The council cited cooperation and voluntary disclosure by Goi.

The Securities Industry Council (SIC) has decided to take no further action against Sam Goi, popularly known as the “Popiah King,” following a breach of the Singapore Code on take-overs and mergers.

Goi, executive chairman of PSC Corporation, had inadvertently breached the Code in December 2023 when his purchases of company shares, combined with prior share buy-backs, increased his voting stake above the 30% threshold that triggers a mandatory general offer under Rule 14.1(a).

At the time, Goi held 29.97% of the company’s voting rights and qualified for a Share Buy-Back Exemption, allowing directors and persons acting in concert to avoid triggering a mandatory offer under certain conditions.

Between May and October 2023, PSC Corporation repurchased shares under a shareholder-approved mandate, increasing Dr Goi’s stake to 30.22%.

On 4 December 2023, Goi purchased additional shares whilst the buy-back mandate was still active and before the company had announced it had completed or ceased buy-backs. These purchases triggered a mandatory offer obligation, which was initially not acted upon.

The breach was discovered during a review of an unrelated takeover application in February 2025.

From 5 December 2023 to 14 November 2024, Goi made further share purchases, reaching a highest purchase price of $0.36 per share.

Goi explained that he misunderstood the rules and had not sought professional advice prior to these purchases. He said that the oversight was unintentional and expressed regret for the error.

To rectify the breach, Goi announced a mandatory offer on 10 July 2025, which became unconditional on 7 August 2025, providing shareholders as of 4 December 2023 the opportunity to sell their shares.

Additionally, he initiated a Top-up Compensation scheme on 4 December 2025 to reimburse shareholders who sold shares below the offer price. As a goodwill gesture, Goi applied an offer price of $0.40 per share, higher than the mandatory $0.36, ensuring shareholders received fair value.

The SIC Council reviewed Dr Goi’s case and took into account his cooperation, voluntary disclosure of post-buyback purchases, and remedial actions.

Considering these factors, the council concluded that no further enforcement action was necessary.

The council reminded companies and shareholders relying on the Share Buy-Back Exemption to thoroughly understand its conditions under Appendix 2 of the Code and to seek professional advice if unsure.