Sabana Shari'ah REIT

[ghchua]

Hi steadyvalue,

I don't think it is fair to say that the trustee had made a "grave error" in this case. I mean, in the first place, isn't you the one who is saying that internalisation do not even need any trust deed amendment and even if amendments are needed, the trustee can actually use their discretion do away with EGM as long as they provide certifications? I had a few exchanges with you on this, and you can read back on this topic to see if I am misrepresenting you here.

So, now the court is saying is that related ESR entities cannot vote on proposed trust deed amendments. Did it say do away with trust deed amendments or the EGM? No.

Is the trustee wrong to seek advice on every step of the way? I don't think so. Yes, I agree that they could have do it faster to save on some costs but it is certainly a right decision to get the court involved in this. After all, this is the first time we are seeing internalisation for REITs here. The examples that you cited are Business Trusts, which I already highlighted to you the differences last time round.

[weijian]

There was an earlier decision by SGX RegCo that stated that all parties can vote on Trust deed amendments (which needs 75% approval). Therefore if there was no follow-up by the Trustee to seek the court's decision on the same thing, SGIC would have been in a much disadvantageous situation.

As a 3rd party, I also think that Trustee has done a decent job. Since there are warring parties, the best way to reduce future friction is to get the court to make the decision, in which those decisions would then be non-recourse to the Trustee themselves.

And just because someone has not "performed to expectations", doesn't mean that the problem resides with the "someone". It could very well that the problem lies with the "expectations".

SGX RegCo had spoken. All parties can vote on Trust Deed Amendments, if an EGM is needed to implement internalisation.

https://links.sgx.com/1.0.0/corporate-an...92f8a23cfa

[ghchua]

Hi weijian,

The problem is that when the removal of the manager was tabled at an EGM earlier, ESR and related parties can vote on the resolution. There was no objection on it. So now Trust deed amendments the court had ruled that they cannot vote.

The question then on my point earlier in this topic is - Why double standard? Why they could vote on their own removal as the manager of the REIT but could not for Trust deed amendments? Isn't it that they have vested interest in both and should abstain from voting for both? I guess if there was objection on the EGM for their removal, they would not have been able to vote as well. But that is irrelevant now as that resolution had been carried even if they could vote.

[weijian]

Observing as an unvested party from the sidelines, why is it that I feel that the Trustee is been bullied instead?

But I have no sympathies for the Trustee too. As the saying goes, once you take their money, you are their b*tch. The 0.5% trustee fee has been too easily earned.

QUESTIONS / COMMENTS RAISED AT THE EXTRAORDINARY GENERAL MEETING HELD ON 6 AUGUST 2024

Unitholder No. 3 asked if the minority Unitholders are required to pay the bulk of the legal fees for Internalisation process.
He also queried if there was any precedent on how costing was done. He added that speaking from the perspective of a minority shareholder, he felt being bullied.

Unitholder No. 1 asked if all the costs unnecessarily incurred (up to $9,000,000) attributable to the Trustee’s failure to listen to Unitholders could be discounted.

https://links.sgx.com/FileOpen/Sabana%20...eID=817932