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And I have proven that at the moment that the resolution is passed (I assume that the Trustee does not purposely delay the notice), the Manager ceases automatically to be the Manager! " ipso facto" means " by that very fact or act" . " the Manager shall upon notice by the Trustee as aforesaid ipso facto cease to be the Manager"
kohyeekan ( Date: 17-Feb-2017 12:10) Posted:
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Not that I know of. Please quote any regulations that forbid the Trustee to do that?
laksaman57 ( Date: 17-Feb-2017 12:43) Posted:
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MAS allow licenced trustee to suka suka claim '...can't find replacement..' ?
No safe guard in reit regulation requiring proof of unsuccessful search ?
kohyeekan ( Date: 17-Feb-2017 12:34) Posted:
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And according to the Trust Deed, the Trustee can actually terminate the Trust. So, there is a good chance that the Trustee will say that they cannot find a replacement in time and the Trustee will just terminate the Trust and this will trigger the fire sales of all properties.
" PROVIDED THAT this provision shall not prejudice the right of the Trustee herein contained to terminate the Trust in accordance with the provisions herein"
This is the section of the prospectus that you mention. If you read it carefully, it is if the manager retire, he can recommend a new Manager, to be approved by the Trustee. If it is removed, the prospectus only mentions that the Manager can go to court to ask for arbitration. In any case, we need to refer to the Trust Deed, not prospectus on this.
RETIREMENT OR REMOVAL OF THE MANAGER
The Manager shall have the power to retire in favour of a corporation recommended by the Manager and approved by the Trustee to act as the manager of Sabana Shari&rsquo ah Compliant REIT.
Also, the Manager may be removed by notice given in writing by the Trustee if:
.....
Where the Manager is removed on the basis that a change of the Manager is desirable in the interests of the Unitholders, the Manager has a right under the Trust Deed to refer the matter to arbitration. Any decision made pursuant to such arbitration proceedings is binding upon the Manager, the Trustee and all Unitholders.
Please read Sabana Reit IPO Prospectus Page 146
Under Retirement or Removal of the Manager:
The Manager can not leave without the approval from the Trustee
And the removal of the Manager must be by notice given in writing by the Trustee.
There are questions what happen when the Manager is voted out. Below is according to the Trust Deed what will happen after the Manager is removed. At the moment that the Manager is removed, the Manager " as aforesaid ipso facto cease to be the Manager" , meaning that it ceases to the be Manager by the fact that it was removed. According to the Trust Deed, the Trustee " should by writing under its seal appoint some other corporation" to manage the REIT. Unfortunately, right now, very few corporations have the license to operate a REIT and so far, no one expresses interest to help us to operate the REIT. So, yes, at the very moment of the resolution to remove the Manager is passed, no one is there to manage the REIT for us, unless we have a replacement team ready.
In any of the cases aforesaid, the Manager shall upon notice by the Trustee as aforesaid ipso facto cease to be the Manager and the Trustee shall by writing under its seal appoint some other corporation upon and subject to such corporation entering into such deed or deeds as the Trustee may be advised to be necessary or desirable to be entered into by such corporation in order to secure the due performance of its duties as the new manager, which deed shall if so required by the Manager, provide that the words " Sabana" or any abbreviation thereof shall not thereafter form part of the name of the Trust, PROVIDED THAT this provision shall not prejudice the right of the Trustee herein contained to terminate the Trust in accordance with the provisions herein.
In the event that the Manager is removed in accordance with Clause 24.1, the removed Manager shall give the new Manager all books, documents, records and any other
property held by or on behalf of the removed Manager relating to the Trust and take all steps within its powers as may be required or necessary to facilitate the change of
Manager.
An unwarranted assertion that
" the moment you pass the resolution, the Manager is gone, you don' t have a staff to help you to collect the rentals and to renew the leases"
is incredible, but somehow it manages to create doubt and causes many ordinary unitholders to worry that the resolution to remove the Manager will cause more harm to Sabana reit.
According to the Sabana Reit IPO Prospectus, (page 146):
The Manager can not leave without the approval from the Trustee
And the removal of the Manager must be by notice given in writing by the Trustee.
So the above assertion is like saying that the moment we pass the resolution, the Trustee will ask the Manager to leave immediately without a replacement which is really incredible.
I urge everyone to consider our resolutions, and the rationale behind it. This is not about our emotion (and anger) only. I understand the emotion, I feel angry too! However, we need to have a workable plan, or else we won' t even have enough votes to pass the resolutions and we will get nothing! (You see, no matter how much we hope, not everyone wants to gamble with their huge investment...) This resolutions are a good compromise between what we hope to achieve and what we can realistically achieve! Please email me at [email protected]. I will email you the final version of the resolutions (i am now amending the wordings) and a full description to explain the rationale of the resolutions, tomorrow. Let' s work together to safe-guard our investment!
The resolutions are:
1) Request the Manager to remove Mr. Kevin as the CEO and executive director of the Manager
2) Direct the Manager to hire an internationally reputable agent company to actively divest properties, until the average unit price of the REIT for consecutive 30 trading days is higher than 90% of the NAV per unit.
3) Direct the Trustee to amend the Trust Deed so that:
(a) The Manager must seek approval from the unit holders through an EGM when the accumulative value of the new investments for the financial year is more than 2% of the Deposited Property.
(b) The Manager must seek approval from the unit holders through an EGM for issuance of new units, and for any new loans or financial arrangements that exceeds 2% of the Deposited Property.
(c) Require that at least half of the Board of Directors of the Manager to comprise independent directors appointed by the unit holders of the REIT biannually through the AGM. The Manager and the Sponsor cannot vote in selection of the independent directors.
4) A new fee structure, that is significantly reduced and is pegged to the DPU growths. The total fee received by the Manager for any financial year cannot exceed 10% of the Net Property Income of the financial year
Rationale of our resolutions:
1) Why not just vote out the Manager?
The Manager is a company that we have a long term contract to manage our properties. Without a manager, no one is there to manage our properties and dire situations could ensure. One of the possible consequence is that the banks that lend us money could decide that since the risk is too high, they will just want to recall the loans, especially since that there are currently very few companies in Singapore with a valid REIT license to manage the risks (and almost all the others are already managing their REIT). So, the search for new manager is extremely hard and the longer the process, the higher chance for the banks to recall the loans. This is a risk that I think we the unit holders should not attempt likely.
2) Is it sufficient to just remove the CEO of the Manager company?
Well, we don' t just propose to remove the CEO, we also propose to limit the mandate of the Manager so that they can no longer to funny things - including they cannot make new purchases without the approval of the unit holders, they cannot issue new units and rights, and we want to have more than half of the directors of the Manager company to be appointed by the unit holders. So, basically, the Manager company is no longer like before with the power to do whatever they want. They cannot buy the properties from the Sponsor at high prices, because the directors of the Manager company are mainly appointed by us to protect our rights. This is the ideal situation of ensuring that the situation is orderly, but at the same time, the Manager and the Sponsor can no longer take advantage of the unit holders.
3) Why not directly divest all properties, but a so complicated Resolution #2?
First is that to have a total divestment of all properties, we need to have 75% of votes to win. This is not realistic. Second, a total winding down of the REIT will mean selling the properties at low prices (due to fire sale within the short period of time). My proposed Resolution #2 will solve these problems. The manager needs to keep selling the properties as long as the share price is depressed. If after selling one or two properties, they regain the confidence of the market, they can stop selling and I think most unit holders will be happy to keep the good properties for long term. However, if they fail to regain the confidence, they need to keep selling over a long period of time and we will avoid the fire sale situation.
4) Why we talk about management fee and management structure, isn' t it that we just want to remove the manager?
Removing the manager is never an easy job. We need to start thinking of what if we fail? If we don' t have enough vote, at least we can vote on the new management fee that the Manager and the Sponsor cannot vote. The chance for us to win is a lot higher!
5) If I have signed the resolutions by Mr. Low, can I or should I sign these resolutions again?
First, signing the requisition letter does not mean that you have decided what and how to vote. It only ensure that the resolutions will be voted by an EGM. There is no guarantee that any resolutions will be passed, especially that we probably need 75% of the votes to wind down the REIT. I think the threshold to win the change of the management fee is a lot lower. So, I don' t think there is any conflict of interest here to sign both resolutions.
If you are interested to sign the resolutions, please email me at [email protected]. I will send out more information to those who email me, hopefully on Saturday morning. Let' s do our part to ensure the best for our investment!
ehclim ( Date: 17-Feb-2017 09:01) Posted:
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I urge everyone to consider our resolutions, and the rationale behind it. This is not about our emotion (and anger) only. I understand the emotion, I feel angry too! However, we need to have a workable plan, or else we won' t even have enough votes to pass the resolutions and we will get nothing! (You see, no matter how much we hope, not everyone wants to gamble with their huge investment...) This resolutions are a good compromise between what we hope to achieve and what we can realistically achieve! Please email me at [email protected]. I will email you the final version of the resolutions (i am now amending the wordings) and a full description to explain the rationale of the resolutions, tomorrow. Let' s work together to safe-guard our investment!
The resolutions are:
1) Request the Manager to remove Mr. Kevin as the CEO and executive director of the Manager
2) Direct the Manager to hire an internationally reputable agent company to actively divest properties, until the average unit price of the REIT for consecutive 30 trading days is higher than 90% of the NAV per unit.
3) Direct the Trustee to amend the Trust Deed so that:
(a) The Manager must seek approval from the unit holders through an EGM when the accumulative value of the new investments for the financial year is more than 2% of the Deposited Property.
(b) The Manager must seek approval from the unit holders through an EGM for issuance of new units, and for any new loans or financial arrangements that exceeds 2% of the Deposited Property.
(c) Require that at least half of the Board of Directors of the Manager to comprise independent directors appointed by the unit holders of the REIT biannually through the AGM. The Manager and the Sponsor cannot vote in selection of the independent directors.
4) A new fee structure, that is significantly reduced and is pegged to the DPU growths. The total fee received by the Manager for any financial year cannot exceed 10% of the Net Property Income of the financial year
Rationale of our resolutions:
1) Why not just vote out the Manager?
The Manager is a company that we have a long term contract to manage our properties. Without a manager, no one is there to manage our properties and dire situations could ensure. One of the possible consequence is that the banks that lend us money could decide that since the risk is too high, they will just want to recall the loans, especially since that there are currently very few companies in Singapore with a valid REIT license to manage the risks (and almost all the others are already managing their REIT). So, the search for new manager is extremely hard and the longer the process, the higher chance for the banks to recall the loans. This is a risk that I think we the unit holders should not attempt likely.
2) Is it sufficient to just remove the CEO of the Manager company?
Well, we don' t just propose to remove the CEO, we also propose to limit the mandate of the Manager so that they can no longer to funny things - including they cannot make new purchases without the approval of the unit holders, they cannot issue new units and rights, and we want to have more than half of the directors of the Manager company to be appointed by the unit holders. So, basically, the Manager company is no longer like before with the power to do whatever they want. They cannot buy the properties from the Sponsor at high prices, because the directors of the Manager company are mainly appointed by us to protect our rights. This is the ideal situation of ensuring that the situation is orderly, but at the same time, the Manager and the Sponsor can no longer take advantage of the unit holders.
3) Why not directly divest all properties, but a so complicated Resolution #2?
First is that to have a total divestment of all properties, we need to have 75% of votes to win. This is not realistic. Second, a total winding down of the REIT will mean selling the properties at low prices (due to fire sale within the short period of time). My proposed Resolution #2 will solve these problems. The manager needs to keep selling the properties as long as the share price is depressed. If after selling one or two properties, they regain the confidence of the market, they can stop selling and I think most unit holders will be happy to keep the good properties for long term. However, if they fail to regain the confidence, they need to keep selling over a long period of time and we will avoid the fire sale situation.
4) Why we talk about management fee and management structure, isn' t it that we just want to remove the manager?
Removing the manager is never an easy job. We need to start thinking of what if we fail? If we don' t have enough vote, at least we can vote on the new management fee that the Manager and the Sponsor cannot vote. The chance for us to win is a lot higher!
5) If I have signed the resolutions by Mr. Low, can I or should I sign these resolutions again?
First, signing the requisition letter does not mean that you have decided what and how to vote. It only ensure that the resolutions will be voted by an EGM. There is no guarantee that any resolutions will be passed, especially that we probably need 75% of the votes to wind down the REIT. I think the threshold to win the change of the management fee is a lot lower. So, I don' t think there is any conflict of interest here to sign both resolutions.
If you are interested to sign the resolutions, please email me at [email protected]. I will send out more information to those who email me, hopefully on Saturday morning. Let' s do our part to ensure the best for our investment!
It is not about you and me. Some one has to stand up to fight for good corporate governance, best practices and transparency. Assuming I was able to unload all my units prior to price crashed, there will some innocent and naive small retail unit holders will carry this " shit" and the vicious cycle continues. Like Gabriel Yap, although he had unloaded all his 3 millions units prior to the rights issues, he still spoke up on the youtube or otherwise the poor innocent small retail investors will be bullied by the " big boys" .
nyde1d1th ( Date: 16-Feb-2017 17:02) Posted:
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IHC did it, so can Sabana 👐
tipper ( Date: 16-Feb-2017 22:25) Posted:
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Useless manager, ought to be sacked.
I cannot speak for others. For me, I was not free to monitor the price all the time, a very busy period for my job. So, I didn' t monitor that much. Not everyone trades frequently. I am more a long term investor...
actually i dont understand the unit holders of this reit...the performance has been going down for quite a while...the warning signs all there....yet they dont cut loss...instead hold on and on unit it drop so much....and still holding on even now and havent cut loss....then complain about the reit manager?!....just small shareholder only not like you are forced to invest in this reit and have no other option....strange really
Now is at the stage of requesting an EGM. So, in order for an EGM to be convened to vote on the resolutions, we need to have at least 50 unit holders to sign the requisition letter to the Manager. So, please email me if you support the resolutions, so that we can have a loud voice to the Manager.
My SRS bank says the Registrar has not received any resolutions with regards to removing the Managers of Sabana Trust so I must wait. However they are sending me a form to direct them to vote for the 4 resolutions by email and to return to them for appropriate action. They will inform me when the Registrar has received notice of EGM.
kohyeekan ( Date: 16-Feb-2017 16:38) Posted:
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We will start to collect the signatures for the following resolutions on this Sunday 3-6pm at the Hans outdoor cafe at the ground floor of the Central Public Library. Please email your name, NRIC etc to me at [email protected] if you are supportive of the resolutions. I will also email you the final version of the resolutions (the exact document that you will sign on Saturday morning).
There are two portions of the resolutions. The portion (Resolutions #1 and #2) is to vote to remove Mr. Kevin and to divest the properties. We probably need 50% and 75% of the votes for these resolutions and likely that the Manager can vote. Considering the diverse views I hear from the unitholders, it might not be too easy to get the sufficient votes. The second portion (resolutions #3 and #4) is to improve the management fee and structures. The good things about these resolutions is that the Manager and the Sponsor might not able to vote. So, if we don' t get to remove Mr. Kevin and to totally divest the REIT, we still have a much better management structure for those who intend to hold on the the REIT for long term.
The resolutions are:
1) Request the Manager to remove Mr. Kevin as the CEO and executive director of the Manager
2) Direct the Manager to hire an internationally reputable agent company to actively divest properties, until the average unit price of the REIT for consecutive 30 trading days is higher than 90% of the NAV per unit.
3) Direct the Trustee to amend the Trust Deed so that:
(a) The Manager must seek approval from the unit holders through an EGM when the accumulative value of the new investments for the financial year is more than 2% of the Deposited Property.
(b) The Manager must seek approval from the unit holders through an EGM for issuance of new units, and for any new loans or financial arrangements that exceeds 2% of the Deposited Property.
(c) Require that at least half of the Board of Directors of the Manager to comprise independent directors appointed by the unit holders of the REIT biannually through the AGM. The Manager and the Sponsor cannot vote in selection of the independent directors.
4) A new fee structure, that is significantly reduced and is pegged to the DPU growths. The total fee received by the Manager for any financial year cannot exceed 10% of the Net Property Income of the financial year