Sabana Industrial REIT’s trustee, HSBC Institutional Trust Services (HSBC Trustee) announced on Jan 9 that it has filed an originating application, under Order 32 of the Rules of Court 2021 of Singapore (the Order 32 Application), to help clarify necessary threshold issues and steps for the internalisation process and to ensure that the views of all Unitholders are properly considered in an appropriate forum. Order 32 of the Rules of Court allows for an action to be brought in the Singapore courts for the determination of any question arising in the execution of a trust.
HSBC Trustee is seeking a declaration from the Court that amendments to the Trust Deed are required to implement the Resolutions passed on Aug 7 in an EGM requisitioned by Quarz Capital Asia.
In addition, HSBC Trustee has asked the Court to declare that the Trustee’s power to certify amendments to the Trust Deed is in the nature of a discretion rather than an obligation. The Trustee has also asked the Court to declare that the Trustee is at liberty to convene an EGM in accordance with the requirements of the Trust Deed and the CIS Code to consider the proposed Trust Deed amendments.
On Nov 7, 2023, HSBC Trustee had announced that it would need an extraordinary resolution in an EGM for to effect changes in the Trust Deed. On Jan 9, in an appendix, HSBC Trustee has indicated the amendments required to the Trust Deed, explaining the rationale for proposed Trust Deed amendments, and “why it cannot be said with certainty that the proposed Trust Deed amendments do not materially prejudice the interests of the unitholders”.
In addition to applying for Order 32, HSBC Trustee has also advised that to convene an EGM to vote on the 12 Requisitioned Resolutions by the Sabana Growth Internalisation Committee (SGIC) in a requisition notice dated Dec 21, 2023, “at this juncture will add additional work over and above the current Work Plan. Some of the Requisitioned Resolutions will also require further clarifications and modifications and may not be actionable as proposed”.
On Jan 8, Sabana REIT’s manager, under advice, announced on SGIC is not a registered unitholder of Sabana REIT, and hence the requisition notice dated Dec 21 is not valid.
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