An EGM requisitioned by Quarz Capital Asia which holds 13.89% of Sabana Industrial REIT, and nine other unitholders which together hold 0.04% of Sabana Industrial REIT will be held on Mar 8, at 10.30 am.
As at Feb 22, Quarz Capital Asia is proposing 10 ordinary resolutions, down from 12 resolutions in an earlier requisition notice which it modified "from time to time".
In the EGM circular's Schedule 1, HSBC Institutional Trust Services (HSBC Trustee), Sabana REIT's Trustee, says the resolutions "are confusing and contradict and/or are inconsistent with the Unitholders' resolutions as passed at the 7 August 2023 EGM". HSBC Trustee also cautions that some of the resolutions "are not actionable, or without clear basis, and will present challenges and uncertainty in implementation, if passed".
For instance, Quarz Capital Asia has proposed the setting up of an "internalization committee". The Trustee says it "has serious concerns about the implementation of [this] Requisitioned Resolution, if passed. It is inappropriate for a professional licensed trustee with strict regulatory obligations to be "supervised" by non-licensed, non-regulated persons. The Trustee remains the party to implement the internalisation, the Trustee cannot simply give effect to the committee's views."
In another example, if Resolution 9 is passed, and if the relevant counterparties do not consent to the disclosure of such information, the Trustee, in implementing Requisitioned Resolution 9, may cause Sabana Industrial REIT to be in breach of those confidentiality obligations. In that scenario, should a successful claim be made by the relevant counterparties, any remedies and compensation for such a breach will need to be indemnified out of Sabana REIT's assets.
The Trustee has asked Unitholders to consider if it would be in their interests for ambiguities and uncertainties surrounding the internalisation to be repeated or exacerbated by yet another set of Requisitioned Resolutions.
See also: Changes in ICR, leverage to come into effect immediately, with additional disclosures in March
The Unitholders should also be aware that the EGM on Aug 8 cost some $1.3 million. The costs for this latest EGM is not known, but Unitholders may want to take guidance from the Aug 8 EGM.
