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SABANA REIT
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RumbaRambo
Member |
11-Mar-2024 22:36
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Weird article and weird question by the writer. Of course Q was aware of the course ruling. Haha, they were affected. So why should they not be aware of the court ruling?
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eddyeddy
Master |
11-Mar-2024 19:14
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This writer asked a question , was Q aware of the court ruling ? What does this mean ?
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RumbaRambo
Member |
11-Mar-2024 14:48
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Good article!! Minority unitholders should have more of a say....
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RumbaRambo
Member |
11-Mar-2024 14:46
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You can be sure Quarz studied trust deed early on. Trust deed clearly says trustee certification is possible. Also still no clarity on whether ESR is allowed to vote. Quarz is really pushing forward with internalisation and all SG REIT unitholders should thank Quarz for that as they are they are TRAILBLAZER here!!! Once internalisation is done and dusted, will have huge and positive implications on the whole REIT sector. | ||||
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BlackAx
Member |
11-Mar-2024 13:00
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Unit holders have voted and made the decision to internalize.No point in looking back. We should look forward to the change. Will encounter Obstacles and bureaucracies. Stay strong. | ||||
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luckyguy3
Master |
11-Mar-2024 11:23
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ESR will not take any action... just wait for Sabana internalisation to implode or rather explode.. imagine this thing drag out for a few years.. Then share price tank until 25 cents then they launch a take over bid at dirt cheap price of 28 cents lo So they can slowly wait.. i think they are now laughing behind sabana back
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Joelton
Supreme |
11-Mar-2024 10:45
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Unitholders mull exit strategy as costs rise for internalisation of Sabana REIT
On March 8, unitholders of Sabana Industrial REIT were understandably full of angst over the $3.2 million spent on internalisation from August 2023 to Dec 31, 2023, as one after another, unitholders got up to question HSBC Institutional Trust Services (the Trustee) on why it had spent the monies. Takeaways from the EGM can be viewed here.
More than that, seven months on from an August 7, 2023 resolution to remove the external manager, unitholders appear to feel they are no closer to the final destination of an internalised manager in an S-REIT.
Initially unitholders were led to view that internalisation would be a four to five months process, with unitholders spending around $5 million in total.
The main requisitionist of the March 8 EGM, Quarz Capital Asia, requisitioned the EGM on Aug 7, 2023 to remove the manager and to direct the trustee set up an internalised management structure.
Trustee' s warnings were not heeded
Increasingly clear from correspondence between Quarz and the Trustee, and in the 10 resolutions for the additional EGM on March 8, is that Quarz is looking for a way around holding an EGM that requires an extraodinary resolution for a major amendment to the Trust Deed to be voted on.
On July 15 and July 21, 2023, the Trustee had stated to all unitholders that &ldquo Unitholders should be aware that a considerable amount of time and cost will be required to internalise the REIT management function&rdquo .
In those statements, the Trustee added that &ldquo the fees, costs and expenses of professional advisers will be reimbursed out of the assets of Sabana REIT in accordance with the terms of the Trust Deed&rdquo . ·
More than that, on July 15 and July 21 last year, the Trustee had said &ldquo In addition, the Trustee currently expects to have to hold two or more further extraordinary general meetings, if Resolution 2 is passed, to approve the necessary and specific amendments to the Trust Deed by way of extraordinary resolution(s) of the Unitholders&rdquo .
The Court
Prior to the August 7, 2023 EGM, ESR Group had gone to Court to seek clarity on how the Aug 7 EGM should proceed and how the resolutions are to be read, as well as to prevent a prolonged period of uncertainty. On July 19, the Court provided a clear direction for these. According to statements on SGX dated July 25 by ESR, resolution 2 as presented by Quarz is merely a direction to the Trustee to explore the option of internalisation. The resolution as it stands is not for the immediate implementation of internalisation.
The July 25 statement by ESR Group says, &ldquo the Court has stated that if resolution 2 is passed, and if amendments to the Trust Deed are required to effect internalisation, the Trust Deed mandates an extraordinary resolution to sanction the proposed amendments in the event that the Trustee does not give a written certification that the proposed amendments do not materially prejudice the interests of Unitholders&rdquo .
Was Quarz aware of the Court&rsquo s ruling?
Quarz&rsquo s view is for the Trustee to certify the Trust Deed change. &ldquo As unitholders passed the internalisation vote in Aug 2023, the Trustee should use the path with the least hurdle to implement internalisation successfully. However, instead of doing things with the least hurdle, the Trustee insists on making amendments to the Trust Deed for internalisation,&rdquo Quarz has said.
Waivers were procedural
During the EGM on March 8, a representative from Quarz Capital Asia, who was the main requisitionist for the EGM and its 10 resolutions, of which 8 were voted through, asked about the waivers that Sabana REIT&rsquo s Trustee had received from the Monetary Authority of Singapore. These were duly announced on SGX after the close of trading on March 8.
For more stories about where money flows, click here for Capital Section
The waivers given by MAS appeared to be procedural. These include allowing the shares of the internal manager to be held by the Trustee for the benefit of all unitholders. REITs are not allowed to own shares in a manager. A waiver was granted so long as the shares of the internal manager are held by the Trustee on trust for the benefit of all unitholders.
One of the top 20 unitholders of Sabana REIT, (ESR is the largest, followed by Volare, Quarz and Tong Jinquan) who is clearly upset because his DPU has been cut, says: &ldquo the requisitionists failed to think through the process. They introduced the resolution to direct the Trustee to kick-start the internalisation process. However, as has been announced by the Trustee, there needs to be amendments to the Trust Deed. I&rsquo ve no idea why the requisisionists did not put this up for a vote during the Aug 7 EGM.&rdquo
What happens next?
Order 32 comes next.
On Jan 9, the Trustee said &ldquo having consulted its legal advisers, Rajah & Tann, the Trustee takes the view that it would not be appropriate for the Trustee to provide a certification in relation to the Proposed Trust Deed Amendments&rdquo .
The Trustee goes on to state that &ldquo the Proposed Trust Deed Amendments should be subject to Unitholders&rsquo due consideration and approval by way of an extraordinary resolution at an EGM to be convened in accordance with the Trust Deed and the CIS Code&rdquo .
In Order 32, the Trustee has requested to seek six prayers from the Court. These are i) a declaration that amendments to the Trust Deed are required to implement the resolutions approved at the EGM of the Unitholders held on 7 August 2023 ii) a declaration that the Trustee&rsquo s power under Clause 28.2.1 of the Trust Deed is in the nature of discretion rather than obligation iii) a declaration that the Trustee is at liberty to convene an EGM iv) liberty to apply to Court for further directions in the event an EGM is convened v) costs for the Order 32 Application to be provided for and vi) such further or other relief as the Court deems fit.
The Trustee&rsquo s July 15 and July 23 letters to unitholders gives an indication of what could materialise if the internalisation process hits a roadblock. &ldquo In the event the Resolution(s) are passed and cannot be implemented at all or within a reasonable timeframe (for example, because the resolutions put to Unitholders at the Further EGM(s) do not pass or the necessary regulatory approvals are unable to be obtained) or the operations or management of Sabana REIT are materially disrupted during the transition period (for example, because financing does not remain in place), the Trustee will, together with its professional advisers, assess all options in the best interests of Unitholders, including the options of an orderly winding up of Sabana REIT and/or applying for court orders to take such actions as required or necessary in relation to Sabana REIT. The fees, costs and expenses of such actions will be reimbursed out of the assets of Sabana REIT in accordance with the terms of the Trust Deed.&rdquo
There we have it. The light at the end of the tunnel is for assets of the REIT to be divested gradually, and monies returned to the lenders and unitholders.
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Joelton
Supreme |
11-Mar-2024 10:44
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MAS waivers for Sabana, Sias rebuke of Great Eastern could be heartening signs for minorities
Singapore should emulate Japan and South Korea by encouraging companies to unlock value, but it&rsquo s also important to change the attitudes of controlling shareholders
THE topic of minority shareholder rights and protections grabbed a lot of attention in the local market this past week.
On Mar 6, Great Eastern said a request by minority shareholders to table resolutions at its coming annual general meeting (AGM) to address the poor market valuation of its shares did not satisfy all the necessary requirements.
The company said that although it will continue to strengthen its business and maintain a reasonable dividend payout, the market price of its shares depends on many other factors.
Great Eastern ended its statement with a warning that investors should tread carefully, saying: &ldquo There is no certainty that requests made to the company through the media before the company has been able to first review the requests and provide a formal response, will materialise.&rdquo
Ong Chin Woo &ndash the minority shareholder who proposed the resolutions &ndash has not given up, though.
He told me last week that the number of minority shareholders supporting his resolutions has been growing. He now plans to seek legal advice, and submit a fresh request to table his resolutions in time for the coming AGM.
Meanwhile, minority unitholders of Sabana Industrial Real Estate Investment Trust (Reit) demonstrated similar pluck in their quest to internalise the management function of the trust.
At an extraordinary general meeting held on Mar 8, eight out of 10 resolutions aimed at further directing Sabana Reit&rsquo s trustee on the internalisation process were passed.
Much still depends on whether internalising the manager function at Sabana Reit requires an amendment to its trust deed. This will require an extraordinary resolution with a 75 per cent approval threshold, which Sabana Reit&rsquo s sponsor group stands a good chance of blocking with its more than 21 per cent stake.
While Sabana Reit&rsquo s trustee holds the view that an amendment to the trust deed is necessary, activist investor Quarz Capital has insisted this is not the case. On Jan 9, the trustee filed an Order 32 application with the courts to clear up the matter.
Back at Great Eastern, the likelihood of minority investors getting their way seems similarly remote. Even if their resolutions are tabled at the coming AGM, the resolutions will not pass if OCBC votes against them.
OCBC &ndash which holds 88.4 per cent of Great Eastern&rsquo s shares &ndash has insisted for years that owning the insurer is crucial to its group strategy. Hence, it seems unlikely that OCBC would support any resolution that might hinder its ability to eventually fully acquire Great Eastern as cheaply as possible.
So, why do the recent minority investor actions at Great Eastern and Sabana Reit matter? Why should investors pay attention to these unfolding stories?
MAS, Sias support
For one thing, the effort by minority investors to internalise the management function of Sabana Reit has not been met by regulatory indifference.
Sabana Reit&rsquo s trustee revealed last week that the Monetary Authority of Singapore (MAS) has granted it certain exemptions to make an internalised-manager structure possible.
Specifically, MAS waived the rules that prohibit Reits from investing in shares of its manager &ndash so long as the shares of the internal manager are held on trust for the benefit of all unitholders.
MAS also waived the rule requiring the trustee to be independent of the manager &ndash subject to appropriate safeguards and governance structure being put in place to ensure that the trustee cannot exercise control over the internal manager&rsquo s Reit management activities.
On top of that, MAS clarified that while substantial shareholders of a Reit manager have to meet &ldquo fit and proper&rdquo criteria, substantial shareholders of a Reit with an internal manager would not be subjected to this criteria.
Unitholders who are &ldquo effective controllers&rdquo of an internalised-manager Reit &ndash those with a 20 per cent stake or more &ndash would, however, be subjected to the fit and proper criteria.
On the face of it, MAS seems to be anticipating some of Singapore&rsquo s externally-managed Reits transitioning to internally-managed Reits.
This could be a welcome development for the Reit sector, which has been battered by rising interest rates over the past year, and lay the foundations for its next phase of growth.
It was also heartening to see Great Eastern&rsquo s flat rejection of the proposed resolutions from minority investors last week immediately draw a rebuke from the Securities Investors Association (Singapore), or Sias.
Sias said in a letter to Great Eastern&rsquo s board on Mar 7 that its response to the request to table the resolutions was &ldquo somewhat legalistic&rdquo and &ldquo appears to sidestep the substantive concerns raised&rdquo .
Sias also said it sees &ldquo significant value&rdquo in tabling the three resolutions put forward by Great Eastern&rsquo s minorities. &ldquo Each of these resolutions seeks to strengthen the alignment of directors&rsquo interests with those of all shareholders, a principle that lies at the heart of good governance practices.&rdquo
Sias went on to ask Great Eastern&rsquo s board a number of questions about its total shareholder return, and its remuneration policies &ndash including its practice of rewarding its executives with OCBC shares instead of its own shares, under its various share-based remuneration schemes.
Noting a sharp divergence in performance of OCBC shares versus Great Eastern shares over the last three years, Sias asked: &ldquo Is the board actively exploring measures to strengthen the group&rsquo s remuneration and incentive practices, particularly regarding the allocation of OCBC shares to the group CEO, considering his role primarily focuses only on the overall strategic direction and business growth of the Great Eastern Group?&rdquo
Could this seemingly supportive response from MAS and Sias to the two minority-investor actions last week be a harbinger of change in the local market? Is it time to buy Singapore-listed stocks trading at big discounts to the value of their underlying assets?
Policies to drive market
The good news is: There seems to be a growing realisation that a lot can be done from a policy perspective to lift the market valuations of public-listed companies.
Japan&rsquo s Nikkei 225 index earlier this month breached the 40,000 level for the first time, reportedly following years of corporate governance reform efforts &ndash including the Tokyo Stock Exchange last year deciding to push companies to come up with plans to boost their stock valuations.
Last month, South Korea took a leaf from Japan&rsquo s playbook and unveiled plans to support its own listed companies in boosting their market value. Among other things, Seoul plans to provide tax incentives to companies that increase shareholder returns and create an index of companies with proven records of profitability and those expected to boost their value.
Some market watchers wonder, however, if such initiatives will be sufficient to change the attitude of controlling shareholders of South Korean companies &ndash who are said to prefer keeping stock prices low in order to minimise inheritance tax.
Here in Singapore, it is also important to keep in mind that controlling shareholders hold most of the cards. While much could be gained if companies are incentivised to unlock value, it is probably just as important to figure out how the attitudes and motivations of controlling shareholders might be changed for the better.
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luckyguy3
Master |
11-Mar-2024 03:36
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When Quarz started this internalisation, there are some who question them because they did not give a comprehensive plan. They just say we want to internalise without giving the details and then asked minority to vote yes for internalisation without getting a internal manager ready, just whack first then see how later. Now all the troubles created is partly Quarz' s fault i feel.
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sangsang1
Senior |
10-Mar-2024 20:57
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just look at croesus, internalised with a 50% vote with no issues except that shareholders have to pay sponsor 50m. but now trustee making lots of trouble 
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sangsang1
Senior |
10-Mar-2024 20:56
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removal of manager is a 50% vote which internalisation is as well. but trustee is creating alot of barriers.
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eddyeddy
Master |
10-Mar-2024 17:11
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Trustee has to adhere to the Trust. Deed , they cannot amendment without the mandate from the unit holders . This is stipulated clearly in the TD. If a trustee can amend the TD as what they like , them what is the purpose of having a TD from day one ? Unit holders will sue trustee for not honoring the TD for sure . | ||||
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RumbaRambo
Member |
10-Mar-2024 14:45
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Not true. Trustee can use so-called certification to implement amendments to trust deed without vote as long as the amendments don' t prejudice unitholders and do not release trustee or manager of their responsibilities. Also ESR should not be allowed to vote on amendments as they are interested party. All in all, there are still avenues to internalisation. Also MAS so far surprisingly silent. Why don' t they chart a course to make internalisation possible? Singapore needs a tried and tested way to allow internalisation. So let' s keep fighting for smooth and swift internalisation of Sabana REIT manager. It is possible and doable!!!! I am positive that 8 March resolutions will help!! |
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sangsang1
Senior |
10-Mar-2024 12:17
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just check how many events that THe Edge has organised and sponsored by ESR the last few years  Very Conflicted?  Im my opinion, seems like they possibly trying to make things look worse when the egm is a positive development as trustee now know what shareholders wnat and will execute in line
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luckyplate
Member |
10-Mar-2024 10:26
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yes ... going to whose pocket ??? Hmm ...
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eddyeddy
Master |
09-Mar-2024 21:23
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https://www.theedgesingapore.com/news/reits/takeaways-sabana-reits-march-8-egm-cost-and-complications-bite | ||||
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Joelton
Supreme |
09-Mar-2024 11:36
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Tempers flare at Sabana EGM as unitholders vote for 8 of 10 resolutions on trustee&rsquo s handling of internalisation
UNITHOLDERS of Sabana Industrial Reit : M1GU 0% have voted for nearly all the resolutions proposed by activist investor Quarz Capital Asia at a highly charged meeting that had some investors raising their voices at the trustee during the question-and-answer segment.
The 10 resolutions, tabled at the extraordinary general meeting (EGM) on Friday (Mar 8) and which were related to how the trustee should handle the internalisation of Sabana Reit, were all directed at the trustee of the real estate investment trust (Reit), HSBC Institutional Trust Services (Singapore).
The Sabana Growth Internalisation Committee, which was set up by unitholders including Quarz, first requisitioned for an EGM in December to direct the trustee on the internalisation process.
It said then that unitholders were highly dissatisfied and concerned about the trustee&rsquo s lack of progress on the process.
Unitholders voted for eight of the 10 resolutions tabled at the EGM on Friday, with between 56 and 58 per cent of votes in favour, so they were successfully carried.
The resolutions that unitholders were in favour of included directing HSBC Institutional Trust Services to form an internalisation committee which includes several Quarz employees.
Another resolution called for a maximum price of S$10 million to acquire the existing external manager within a month of the EGM.
The unsuccessful resolutions were the second and ninth ones. They related to the trustee being directed to provide written updates on the internalisation process every month, and for the trustee to disclose correspondence and a summary of the matters discussed with each owner or beneficiary of the Sabana Reit manager.
During the 90-minute EGM, tempers flared as some angry unitholders raised their voices while questioning the progress of the internalisation.
They called on the trustee to provide more quantitative details on the timeline required.
One investor demanded: &ldquo We have already spent S$3.2 million... and we have lost around six months. How (much longer) do we need to go (on for)? That&rsquo s something we need to know.&rdquo
Rahul Desousa, head of trustee and fiduciary services for Singapore at HSBC Institutional Trust Services, explained that the difficulty with providing timelines is that there are dependencies on external parties, such as the regulator and the court.
&ldquo We don&rsquo t want to mislead investors by committing to timelines that we can&rsquo t,&rdquo he said.
He also noted that the trustee is in the &ldquo final stages&rdquo of the internalisation process. &ldquo We&rsquo ve completed due diligence on the manager to understand the operations that they need. We&rsquo ve identified preferred candidates for the board, and we are in advanced stages of selecting key management roles.&rdquo
He also added that the trustee has sought waivers and clarifications from regulators on the internal manager. &ldquo We cannot emphasise this enough: shortcuts will not help. If we take shortcuts, skip steps, pretend certain steps don&rsquo t exist, we&rsquo re only creating risk for the Reit and risk for the proposal.&rdquo
But not all investors were satisfied with the explanations.
&ldquo What is your final stage? That is what we are asking. How much more money do we have to put in to support this?&rdquo one unitholder asked.
Others also asked the trustee to itemise the monies already spent, and provide details on the costs that had been paid to it.
The trustee noted that it is not customary to disclose an itemised bill, and it has made a disclosure in accordance with regulatory guidance.
Havard Chi, head of research at Quarz, also questioned the trustee on the nature of the regulatory waivers it has obtained.
&ldquo When did you (seek out) these waivers? When (were) these waivers given? What are the waivers given, and why are you not providing this (information) to unitholders?&rdquo he asked.
The trustee responded that it had intended to provide these details at the next EGM. &ldquo Regardless of the waivers, we still think trust-deed amendments are required,&rdquo Desousa said.
The amendment of the trust deed has been a point of contention in the internalisation process, with four resolutions at the EGM in relation to it, or the parties allowed to vote on it.
The trustee has held the view that such an amendment is needed for internalisation, requiring an extraordinary resolution, which has a 75 per cent approval threshold.
Quarz, however, disagreed. It previously said that this was an &ldquo impossibly high threshold&rdquo , and requiring a trust-deed amendment has a &ldquo serious and negative impact&rdquo on unitholders.
The trustee in January filed an Order 32 application with the High Court to seek declarations relating to such amendments.
After the meeting, details on the waivers were shared in a bourse filing. These included waivers of prohibitions for a Reit to invest in a manager&rsquo s securities, and a waiver of the requirement for a trustee to be independent of the manager, as the trustee would be the legal owner of an internal manager.
The EGM on Friday was the latest in a long-running attempt by substantial unitholder Quarz to internalise the management function of Sabana Reit.
In June 2023, Quarz requisitioned an EGM to pass two resolutions relating to the internalisation. It said that the cost savings to be reaped from the removal of the external manager would benefit unitholders its letter also highlighted its concerns over matters of corporate governance.
However, Sabana&rsquo s manager, the trustee and sponsor ESR Group, had warned that the process was not so straightforward, as there were risks and uncertainty for unitholders.
Proxy advisers Glass Lewis and Institutional Shareholder Services sounded a similar warning previously, noting that there were uncertainties and adverse consequences that could arise.
The trustee also noted that the process would take a considerable amount of time &ndash at least 12 months &ndash and that costs would be incurred for the internalisation.
On Aug 7, 2023, unitholders of Sabana Reit voted in favour of internalisation, and both resolutions were carried.
But the process has not been straightforward.
Sabana Reit&rsquo s manager said in January that S$1.37 million in expenses were incurred in connection with and up to the requisition of the first EGM, most of it in legal costs.
Following the EGM, another S$3.27 million in expenses were incurred and accrued as of Dec 31.
The manager has also retained 10 per cent of distributable income in FY2023, in view of costs to be incurred during internalisation, and warned that further retention may be necessary in the coming years.
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sangsang1
Senior |
09-Mar-2024 11:29
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even MAS is granting exemptions to help internalisation, what is the Trustee still doing????? MAS Exemptions to Allow Internalisation Holding Structure &bull The holding of the internal manager as part of deposited property of Sabana Industrial REIT for the benefit of all Unitholders is not a permissible investment under various provisions (" CIS Code Provisions" ) of the CIS Code. &bull The following table summarises the key CIS Code Provisions and the exemptions granted by MAS, on the Trustee' s application, to allow for the internalisation
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sangsang1
Senior |
09-Mar-2024 11:25
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very good egm. Shareholders were resolute in demanding trustee to work faster and cheaper and important resolutions were passed  due to shareholder pressure, trustee reluctantly released some internal docs showing MAS providing waivers and support for internalization. why were these documents not disclosed to shareholders in the first place?
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eddyeddy
Master |
08-Mar-2024 17:59
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Going no where again . Waste more times and money again and again .
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