HSBC Institutional Trust Services (the Trustee) released an update to Sabana Industrial REIT’s unitholders on April 9. The points raised concern a requisition notice by Quarz Capital Asia dated March 25 for an EGM with seven resolutions (2nd Requisitioned Resolutions) designed to sidestep changing Sabana Industrial REIT’s Trust Deed through the proper channels, which is an EGM with extraordinary resolutions.
The Trustee has put before the HIgh Court Order 32, in which the Court will decide on the EGM to effect the Trust Deed change, and on who is eligible to vote.
Quarz Capital Asia’s 2nd Requisitioned Resolutions is its third requisition for an EGM in an attempt to get around the changes required in the Trust Deed. Last year, Quarz had written to the Monetary Authority of Singapore and SGX RegCo to intervene to direct the Trustee to effect the change of Sabana REIT’s Trust Deed without an EGM. And, if an EGM is required, to prevent a major unitholder to vote in the EGM.
On April 9, the Trustee said: “Regulators are the appropriate authorities for regulatory matters within their jurisdiction but not necessarily for issues of law. Issues of law relating to the interpretation and application of the Trust Deed are appropriately heard and should be resolved by the Court as the appropriate forum”.
“Some of the 2nd Requisitioned Resolutions disregard the very issues of law and legal interpretation to be put forth for consideration by the Court pursuant to the Order 32 Application,” the Trustee says.
These key issues of law and legal interpretation relate to: (i) whether amendments to the Trust Deed are required to provide for the new internal management structure; and/or (ii) whether it is appropriate for the Trustee to certify the Proposed Trust Deed Amendments.
See also: Changes in ICR, leverage to come into effect immediately, with additional disclosures in March
“The Trustee urges all Unitholders to respect the ongoing Court process and to allow for these issues relating to the Proposed Trust Deed Amendments to be appropriately heard by the Court via the Order 32 Application and decided in an orderly manner.
“Piecemeal proposals that are not fully formed, just to avoid an EGM which will allow all Unitholders to properly consider all matters relating to the internalisation (including the set of Proposed Trust Deed Amendments) on an informed and holistic basis, do not serve the interests of Sabana Industrial REIT and its Unitholders,” the Trustee says.
Additionally, the Trustee has updated the costs incurred between Jan 1 and Mar 31 of $2.13 million include the Order 32 application, considering and responding to correspondence and proposals from certain unitholders, including proposals for requisitioned resolutions.
