Sabana Shari'ah REIT

[ACTIVIST SPEAKS]

1. If your shares are with CPF/SRS/Nominee Accounts, simply direct your agent banks or nominee companies to appoint you as a proxy to attend and vote OR direct your agent bank or nominee companies to vote on your behalf.
2. Direct account holders (shares with CDP) who are unable to attend the meeting, can direct the Chairman of the Meeting to vote on your behalf.

[Boon]

From page 166 & 167 of the IPO Prospectus:

Meeting of Unitholders
 
Under applicable law and the provisions of the Trust Deed, Sabana Shari’ah Compliant REIT will not hold any meetings for Unitholders unless the Trustee or the Manager convenes a meeting or unless not less than 50 Unitholders or Unitholders representing not less than 10.0% of the total Units issued requests a meeting to be convened. In addition, Sabana Shari’ah Compliant REIT is required to hold an annual general meeting once in every calendar year and not more than 15 months after the holding of the last preceding annual meeting, but so long as Sabana Shari’ah Compliant REIT holds its first annual general meeting within 18 months of its constitution, it need not hold it in the year of its constitution or in the following year.
 
A meeting of Unitholders when convened may, by Extraordinary Resolution and in accordance with the provisions of the Trust Deed:
 
-      sanction any modification, alteration or addition to the Trust Deed which shall be agreed by the Trustee and the Manager as provided in the Trust Deed;
 
-      sanction a supplemental deed increasing the maximum permitted limit or any change in the structure of the Manager’s management fees, acquisition fee, disposal fee and/or the Trustee’s fee;
 
-      remove the auditors and appoint other auditors in their place;
 
-      remove the Trustee;
 
-      direct the Trustee to take any action pursuant to Section 295 of the SFA (relating to the winding up of Sabana Shari’ah Compliant REIT); and
 
-      delist Sabana Shari’ah Compliant REIT after it has been listed.
 
For the avoidance of doubt, any amendments to the Trust Deed will be in compliance with the Listing Rules and the Code on Collective Investment Schemes prevailing at the time of the amendment.
 
A meeting of Unitholders may, also by an Ordinary Resolution of Unitholders present and voting at a meeting of Unitholders convened in accordance with the Trust Deed, vote to remove the Manager (with the Manager and its related parties being permitted to vote).
 
Any decision to be made by resolution of Unitholders other than the above shall be made by Ordinary Resolution, unless an Extraordinary Resolution is required by the SFA, the CIS Code or the Listing Manual.
 
Except as otherwise provided for in the Trust Deed, and save for extraordinary resolutions which requires at least 21 days’ notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given), at least 14 days’ notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every meeting shall be given to the Unitholders in the manner provided in the Trust Deed. Each notice shall specify the place, day and hour of the meeting, and the terms of the resolutions to be proposed, and each such notice may, in general, be given by advertisement in the daily press and in writing to each stock exchange on which Sabana Shari’ah Compliant REIT is listed. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of such special business.

The quorum at a meeting shall not be less than two Unitholders present in person or by proxy holding or representing one-tenth in value of all the Units for the time being in issue.
 
Voting at a meeting shall be by a show of hands unless a poll is demanded by the chairman of the meeting, or by five or more Unitholders present in person or by proxy, or holding or representing one tenth in value of all the Units represented at the meeting. Unitholders do not have different voting rights on account of the number of votes held by a particular Unitholder. On a show of hands, every Unitholder has one vote. On a poll, every Unitholder has one vote for each Unit of which it is the Unitholder. The Trust Deed does not contain any limitation on non-Singapore resident or foreign Unitholders holding Units or exercising the voting rights with respect to their unitholdings.
 
Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorum at a meeting convened to consider a matter in respect of which the Manager or any of its Associates has a material interest save for an Ordinary Resolution duly proposed to remove the Manager, in which case, no Unitholder shall be disenfranchised.
 
For so long as the Manager is the manager of Sabana Shari’ah Compliant REIT, the controlling shareholders (as defined in the Listing Rules) of the Manager and of any of its Associates are prohibited from voting or being counted as part of a quorum for any meeting of Unitholders convened to consider a matter in respect of which the relevant controlling shareholders of the Manager and/or of any of its Associates have a material interest. 
____________________________________________________________________________________________________________________

[TTTI]

From page 166 & 167 of the IPO Prospectus:

Meeting of Unitholders
 
Under applicable law and the provisions of the Trust Deed, Sabana Shari’ah Compliant REIT will not hold any meetings for Unitholders unless the Trustee or the Manager convenes a meeting or unless not less than 50 Unitholders or Unitholders representing not less than 10.0% of the total Units issued requests a meeting to be convened. In addition, Sabana Shari’ah Compliant REIT is required to hold an annual general meeting once in every calendar year and not more than 15 months after the holding of the last preceding annual meeting, but so long as Sabana Shari’ah Compliant REIT holds its first annual general meeting within 18 months of its constitution, it need not hold it in the year of its constitution or in the following year.
 
A meeting of Unitholders when convened may, by Extraordinary Resolution and in accordance with the provisions of the Trust Deed:
 
-      sanction any modification, alteration or addition to the Trust Deed which shall be agreed by the Trustee and the Manager as provided in the Trust Deed;
 
-      sanction a supplemental deed increasing the maximum permitted limit or any change in the structure of the Manager’s management fees, acquisition fee, disposal fee and/or the Trustee’s fee;
 
-      remove the auditors and appoint other auditors in their place;
 
-      remove the Trustee;
 
-      direct the Trustee to take any action pursuant to Section 295 of the SFA (relating to the winding up of Sabana Shari’ah Compliant REIT); and
 
-      delist Sabana Shari’ah Compliant REIT after it has been listed.
 
For the avoidance of doubt, any amendments to the Trust Deed will be in compliance with the Listing Rules and the Code on Collective Investment Schemes prevailing at the time of the amendment.
 
A meeting of Unitholders may, also by an Ordinary Resolution of Unitholders present and voting at a meeting of Unitholders convened in accordance with the Trust Deed, vote to remove the Manager (with the Manager and its related parties being permitted to vote).
 
Any decision to be made by resolution of Unitholders other than the above shall be made by Ordinary Resolution, unless an Extraordinary Resolution is required by the SFA, the CIS Code or the Listing Manual.
 
Except as otherwise provided for in the Trust Deed, and save for extraordinary resolutions which requires at least 21 days’ notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given), at least 14 days’ notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every meeting shall be given to the Unitholders in the manner provided in the Trust Deed. Each notice shall specify the place, day and hour of the meeting, and the terms of the resolutions to be proposed, and each such notice may, in general, be given by advertisement in the daily press and in writing to each stock exchange on which Sabana Shari’ah Compliant REIT is listed. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of such special business.

The quorum at a meeting shall not be less than two Unitholders present in person or by proxy holding or representing one-tenth in value of all the Units for the time being in issue.
 
Voting at a meeting shall be by a show of hands unless a poll is demanded by the chairman of the meeting, or by five or more Unitholders present in person or by proxy, or holding or representing one tenth in value of all the Units represented at the meeting. Unitholders do not have different voting rights on account of the number of votes held by a particular Unitholder. On a show of hands, every Unitholder has one vote. On a poll, every Unitholder has one vote for each Unit of which it is the Unitholder. The Trust Deed does not contain any limitation on non-Singapore resident or foreign Unitholders holding Units or exercising the voting rights with respect to their unitholdings.
 
Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorum at a meeting convened to consider a matter in respect of which the Manager or any of its Associates has a material interest save for an Ordinary Resolution duly proposed to remove the Manager, in which case, no Unitholder shall be disenfranchised.
 
For so long as the Manager is the manager of Sabana Shari’ah Compliant REIT, the controlling shareholders (as defined in the Listing Rules) of the Manager and of any of its Associates are prohibited from voting or being counted as part of a quorum for any meeting of Unitholders convened to consider a matter in respect of which the relevant controlling shareholders of the Manager and/or of any of its Associates have a material interest. 
____________________________________________________________________________________________________________________

Thanks for this Boon.

"Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorum at a meeting convened to consider a matter in respect of which the Manager or any of its Associates has a material interest save for an Ordinary Resolution duly proposed to remove the Manager, in which case, no Unitholder shall be disenfranchised. "

Interesting.
I wonder why they said they will also vote accordingly.

[weijian]

hi TTTI,
That statement means that the manager and its associates are not able to vote for anything that has a material interest to them, except ("save for") removing the manager.

So this means the manager can vote for a resolution that wants to remove them. But they can't vote for a resolution that wants to increase their fees or to wind up the trust since they earn fees from it (have a "material interest")

[Boon]

From page 166 & 167 of the IPO Prospectus:

Meeting of Unitholders
 
Under applicable law and the provisions of the Trust Deed, Sabana Shari’ah Compliant REIT will not hold any meetings for Unitholders unless the Trustee or the Manager convenes a meeting or unless not less than 50 Unitholders or Unitholders representing not less than 10.0% of the total Units issued requests a meeting to be convened. In addition, Sabana Shari’ah Compliant REIT is required to hold an annual general meeting once in every calendar year and not more than 15 months after the holding of the last preceding annual meeting, but so long as Sabana Shari’ah Compliant REIT holds its first annual general meeting within 18 months of its constitution, it need not hold it in the year of its constitution or in the following year.
 
A meeting of Unitholders when convened may, by Extraordinary Resolution and in accordance with the provisions of the Trust Deed:
 
-      sanction any modification, alteration or addition to the Trust Deed which shall be agreed by the Trustee and the Manager as provided in the Trust Deed;
 
-      sanction a supplemental deed increasing the maximum permitted limit or any change in the structure of the Manager’s management fees, acquisition fee, disposal fee and/or the Trustee’s fee;
 
-      remove the auditors and appoint other auditors in their place;
 
-      remove the Trustee;
 
-      direct the Trustee to take any action pursuant to Section 295 of the SFA (relating to the winding up of Sabana Shari’ah Compliant REIT); and
 
-      delist Sabana Shari’ah Compliant REIT after it has been listed.
 
For the avoidance of doubt, any amendments to the Trust Deed will be in compliance with the Listing Rules and the Code on Collective Investment Schemes prevailing at the time of the amendment.
 
A meeting of Unitholders may, also by an Ordinary Resolution of Unitholders present and voting at a meeting of Unitholders convened in accordance with the Trust Deed, vote to remove the Manager (with the Manager and its related parties being permitted to vote).
 
Any decision to be made by resolution of Unitholders other than the above shall be made by Ordinary Resolution, unless an Extraordinary Resolution is required by the SFA, the CIS Code or the Listing Manual.
 
Except as otherwise provided for in the Trust Deed, and save for extraordinary resolutions which requires at least 21 days’ notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given), at least 14 days’ notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every meeting shall be given to the Unitholders in the manner provided in the Trust Deed. Each notice shall specify the place, day and hour of the meeting, and the terms of the resolutions to be proposed, and each such notice may, in general, be given by advertisement in the daily press and in writing to each stock exchange on which Sabana Shari’ah Compliant REIT is listed. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of such special business.

The quorum at a meeting shall not be less than two Unitholders present in person or by proxy holding or representing one-tenth in value of all the Units for the time being in issue.
 
Voting at a meeting shall be by a show of hands unless a poll is demanded by the chairman of the meeting, or by five or more Unitholders present in person or by proxy, or holding or representing one tenth in value of all the Units represented at the meeting. Unitholders do not have different voting rights on account of the number of votes held by a particular Unitholder. On a show of hands, every Unitholder has one vote. On a poll, every Unitholder has one vote for each Unit of which it is the Unitholder. The Trust Deed does not contain any limitation on non-Singapore resident or foreign Unitholders holding Units or exercising the voting rights with respect to their unitholdings.
 
Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorum at a meeting convened to consider a matter in respect of which the Manager or any of its Associates has a material interest save for an Ordinary Resolution duly proposed to remove the Manager, in which case, no Unitholder shall be disenfranchised.
 
For so long as the Manager is the manager of Sabana Shari’ah Compliant REIT, the controlling shareholders (as defined in the Listing Rules) of the Manager and of any of its Associates are prohibited from voting or being counted as part of a quorum for any meeting of Unitholders convened to consider a matter in respect of which the relevant controlling shareholders of the Manager and/or of any of its Associates have a material interest. 
____________________________________________________________________________________________________________________

Thanks for this Boon.

"Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorum at a meeting convened to consider a matter in respect of which the Manager or any of its Associates has a material interest save for an Ordinary Resolution duly proposed to remove the Manager, in which case, no Unitholder shall be disenfranchised. "

Interesting.
I wonder why they said they will also vote accordingly.

Hi TTTI,

Weijian's interpretation is correct.

It is also mentioned in the "red" statement above.
____________________________________________________________________________________________________________________________________

[TTTI]

From page 166 & 167 of the IPO Prospectus:

Meeting of Unitholders
 
Under applicable law and the provisions of the Trust Deed, Sabana Shari’ah Compliant REIT will not hold any meetings for Unitholders unless the Trustee or the Manager convenes a meeting or unless not less than 50 Unitholders or Unitholders representing not less than 10.0% of the total Units issued requests a meeting to be convened. In addition, Sabana Shari’ah Compliant REIT is required to hold an annual general meeting once in every calendar year and not more than 15 months after the holding of the last preceding annual meeting, but so long as Sabana Shari’ah Compliant REIT holds its first annual general meeting within 18 months of its constitution, it need not hold it in the year of its constitution or in the following year.
 
A meeting of Unitholders when convened may, by Extraordinary Resolution and in accordance with the provisions of the Trust Deed:
 
-      sanction any modification, alteration or addition to the Trust Deed which shall be agreed by the Trustee and the Manager as provided in the Trust Deed;
 
-      sanction a supplemental deed increasing the maximum permitted limit or any change in the structure of the Manager’s management fees, acquisition fee, disposal fee and/or the Trustee’s fee;
 
-      remove the auditors and appoint other auditors in their place;
 
-      remove the Trustee;
 
-      direct the Trustee to take any action pursuant to Section 295 of the SFA (relating to the winding up of Sabana Shari’ah Compliant REIT); and
 
-      delist Sabana Shari’ah Compliant REIT after it has been listed.
 
For the avoidance of doubt, any amendments to the Trust Deed will be in compliance with the Listing Rules and the Code on Collective Investment Schemes prevailing at the time of the amendment.
 
A meeting of Unitholders may, also by an Ordinary Resolution of Unitholders present and voting at a meeting of Unitholders convened in accordance with the Trust Deed, vote to remove the Manager (with the Manager and its related parties being permitted to vote).
 
Any decision to be made by resolution of Unitholders other than the above shall be made by Ordinary Resolution, unless an Extraordinary Resolution is required by the SFA, the CIS Code or the Listing Manual.
 
Except as otherwise provided for in the Trust Deed, and save for extraordinary resolutions which requires at least 21 days’ notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given), at least 14 days’ notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every meeting shall be given to the Unitholders in the manner provided in the Trust Deed. Each notice shall specify the place, day and hour of the meeting, and the terms of the resolutions to be proposed, and each such notice may, in general, be given by advertisement in the daily press and in writing to each stock exchange on which Sabana Shari’ah Compliant REIT is listed. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of such special business.

The quorum at a meeting shall not be less than two Unitholders present in person or by proxy holding or representing one-tenth in value of all the Units for the time being in issue.
 
Voting at a meeting shall be by a show of hands unless a poll is demanded by the chairman of the meeting, or by five or more Unitholders present in person or by proxy, or holding or representing one tenth in value of all the Units represented at the meeting. Unitholders do not have different voting rights on account of the number of votes held by a particular Unitholder. On a show of hands, every Unitholder has one vote. On a poll, every Unitholder has one vote for each Unit of which it is the Unitholder. The Trust Deed does not contain any limitation on non-Singapore resident or foreign Unitholders holding Units or exercising the voting rights with respect to their unitholdings.
 
Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorum at a meeting convened to consider a matter in respect of which the Manager or any of its Associates has a material interest save for an Ordinary Resolution duly proposed to remove the Manager, in which case, no Unitholder shall be disenfranchised.
 
For so long as the Manager is the manager of Sabana Shari’ah Compliant REIT, the controlling shareholders (as defined in the Listing Rules) of the Manager and of any of its Associates are prohibited from voting or being counted as part of a quorum for any meeting of Unitholders convened to consider a matter in respect of which the relevant controlling shareholders of the Manager and/or of any of its Associates have a material interest. 
____________________________________________________________________________________________________________________

Thanks for this Boon.

"Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorum at a meeting convened to consider a matter in respect of which the Manager or any of its Associates has a material interest save for an Ordinary Resolution duly proposed to remove the Manager, in which case, no Unitholder shall be disenfranchised. "

Interesting.
I wonder why they said they will also vote accordingly.

Hi TTTI,

Weijian's interpretation is correct.

It is also mentioned in the "red" statement above.
____________________________________________________________________________________________________________________________________

oh i see. 
dangers of only doing a cursory glance.
thanks both, for the correction.
guess this explains why they said they'd vote accordingly....

[TTTI]

1.   If your shares are with CPF/SRS/Nominee Accounts, simply direct your agent banks or nominee companies to appoint you as a proxy to attend and vote OR direct your agent bank or nominee companies to vote on your behalf.
2.   Direct account holders (shares with CDP) who are unable to attend the meeting, can direct the Chairman of the Meeting to vote on your behalf.

Hmmm just a thought.
Since, as weijian and Boon illustrated, the manager gets to vote in a resolution to remove them,
Shouldn't unit holders call for an EGM with OTHER resolutions that the manager CANNOT vote in?

Like reducing the fees, or changing the fee structure of the manager (pegging it to DPU, share price component etc for example?)

That greatly increases your odds of winning. Plus it makes more sense isn't it?
Why try to go for the jugular when the odds of succeeding are low?
Instead, make them bleed hard first...

[ACTIVIST SPEAKS]

Boon, I think I saw something that you are trying to highlight to me. Thanks. I change the resolution.

[ACTIVIST SPEAKS]

and TTTI, thanks for directional tip. I add it in immediately. like a eureka moment!!! .

[ACTIVIST SPEAKS]

OVERVIEW

We propose to remove the external manager of Sabana REIT. We want to replace the present manager with an “Internalised Manager” wholly owned by Sabana REIT. The present external management model has delivered decreasing DPU over the last 3 years. This Internalisation will IMMEDIATELY INCREASE OUR DPU via cost savings and additional distributions from the Internalised Manager's net profit.

RESOLUTION 1 : We want to remove the current manager

RESOLUTION 2 : We want to set up our own in-house team to manage the REIT.
We want to look for qualified people to head our in-house team.

RESOLUTION 3 : If our in-house team is not approved by MAS, we want to wind up the REIT.

RESOLUTION 4 : We want to wind up the REIT if resolution 1 is not passed.