SEC alleges insider trading in Nexen acquisition

Michael P. Tremoglie Jul. 30, 2012, 12:13pm

NEW YORK (Legal Newsline) - The Securities and Exchange Commission obtained an emergency court order Friday freezing the assets of traders using accounts in Hong Kong and Singapore to allegedly make insider trading profits of more than $13 million.

The SEC alleges that the Hong Kong-based firm Well Advantage Limited and other unknown traders traded in advance of public announcements that China-based CNOOC Ltd. was buying Canada-based Nexen Inc. The traders allegedly stockpiled shares based on the confidential information they possessed about the deal before the announcement.

Well Advantage is indirectly wholly-owned by Zhang Zhi Rong, a Hong Kong businessman who owns or controls numerous other companies, including China Rongsheng Heavy Industries, which purportedly has a close business relationship with CNOOC.

CNOOC and Nexen are energy companies. The defendants are either located or trading through accounts located in Hong Kong and/or Singapore. Well Advantage is a British Virgin Islands incorporated company headquartered in Hong Kong.

Phillip Securities is a Singapore-based brokerage firm licensed by the Monetary Authority of Singapore. Phillip Securities is part of PhillipCapital, a Singapore-based, privately owned financial institution with offices in approximately 13 countries, primarily in the Asia Pacific region. PhillipCapital's only United States affiliate is the Chicago-based Phillip Futures Inc., a Futures Commission Merchant.

The SEC took the emergency action to freeze the traders' assets soon after the public announcement of the deal and within 24 hours after Well Advantage sold all its Nexen stock.

"Well Advantage and these other traders engaged in an all-too-familiar pattern of misusing inside information to place extremely timely trades and profit handsomely from their illegal acts," said Sanjay Wadhwa, Deputy Chief of the SEC Enforcement Division's Market Abuse Unit and Associate Director of the New York RegionalOffice.

"Despite the challenges of investigating misconduct in the U.S. by trading accounts located overseas, we have moved swiftly to freeze the assets of these suspicious traders and will hold them accountable for their actions."

According to the SEC's complaint, CNOOC and Nexen announced before the markets opened on July23 that CNOOC agreed to acquire Nexen for approximately $15.1 billion. Nexen's stock subsequently rose sharply that day to close at nearly 52 percent higher than Friday's closing price.

Well Advantage purchased more than 830,000 shares of Nexen on July 19 and had an unrealized trading profit of more than $7 million based on Nexen's closing price on the day of the announcement.

The other unknown traders used accounts located in Singapore to purchase more than 676,000 Nexen shares in the days preceding the announcement, the SEC says. They immediately sold nearly all of the stock once the announcement was made for illicit profits of approximately $6 million, the SEC says. The traders' assets valued at more than $38 million.

The court order also prohibits the traders from destroying any evidence. The SEC is seeking a disgorgement of ill-gotten gains with interest and financial penalties.

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