Sabana REIT Will Not Convene Requisitioned EGM
November 23, 2020 – Sabana REIT announced, after careful consideration of Quarz Capital Management and Black Crane Capital’s Requisition Notice, that they will not be convening the Requisitioned EGM.
Quarz Capital Management and Black Crane Capital, Sabana REIT’s insitutional investors, earlier requested the Sabana Manager to convene an extraordinary general meeting (Requisitioned EGM) to consider the resolutions set out within the Requisition Notice.
In a recent statement, Sabana REIT set out its comments to each of the resolutions proposed in the Requisition Notice as follows:
Resolution 1 – Resolution 1 seeks to direct the Board to “clarify and disclose to unitholders the basis and reasons” for which the Board assessed Ms Ng Shin Ein to be independent, and to make further “full disclosure” and clarifications relating to the issue of independence.
The Sabana Manager wishes to highlight that the “basis and reasons” behind the Board’s assessment of Ms Ng Shin Ein’s (“Ms Ng”) independence have already been disclosed by the Board by way of, amongst various disclosures, the Addendum to the Annual Report 2019 of Sabana REIT. In addition, the grounds for the assessment of the Board of Ms Ng’s independence for purposes of the Scheme under the Takeover-Code, are set out in the Scheme Document. Sabana Unitholders should also note paragraph 4 of this announcement, which sets out details of the Board’s assessment of Ms Ng’s independence for the purposes of the Scheme under the Take-over Code.
Resolution 2 – Resolution 2 seeks to direct the Board to clarify and disclose the rationale behind the hiring of 3 ex-ESR employees by the REIT Manager.
The Sabana Manager wishes to note that resolution 2 relates to the staffing of the Sabana Manager and refers to specified employees, namely the Relevant Persons (as defined in paragraph 3(b) of this announcement). The Sabana Manager wishes to point out that none of the Relevant Persons are decision-makers in the context of the Merger, and as such there is no “serious conflict of interests” as alleged in the Requisition Notice. Hiring of operational staff in order to ensure the smooth running, management and execution of strategies for Sabana REIT falls within the purview and discretion of the Sabana Manager. Please refer to paragraph 3(b) of this announcement.
Resolution 3 – Resolution 3 seeks to direct the Board to “clarify and disclose to unitholders the basis and reasons for recommending the proposed merger” and the disclosure of the “full board meeting minutes” relating to the proposed merger.
The Sabana Manager wishes to point out that the Notice of Scheme Meeting and the Scheme Document, which sets out all material information relating to the Merger and the Scheme, including the advice of the independent financial adviser appointed in relation to the Scheme to advise the Sabana Independent Directors, the Audit and Risk Committee of the Sabana Manager and the Sabana Trustee on the Scheme (“Sabana IFA”), and the recommendation of the Sabana Independent Directors, have since been issued to the Sabana Unitholders on 12 November 2020. The Sabana Unitholders will have the opportunity to submit questions relating to the Merger and the Scheme, and the Sabana Manager will be furnishing responses to any substantial and relevant questions, in accordance with the manner set out in the Notice of Scheme Meeting.
Resolution 4 – Resolution 4 seeks to direct the Board to take certain actions in relation to the proposed merger, including to “make further study and investigations of the merits of the proposed merger” and to “suspend all actions relating to the proposed merger with a view to termination of the proposed merger, where appropriate”.
Under the Trust Deed, the Sabana Manager has the overall responsibility and discretion to manage the business of Sabana REIT, and it is correspondingly the responsibility and discretion of the Sabana Manager to recommend proposed business transactions to the Sabana Trustee and, in the case of the Merger and the Scheme, to Sabana Unitholders.
Resolution 5 – Resolution 5 seeks to direct the directors to immediately distribute 50% of the previously withheld distribution amount for first half of 2020 of 0.58 cents per unit; and the distributable income from July to Sept 2020 distribution.
The Sabana Manager wishes to highlight that as disclosed in the Scheme Document, on completion of the Scheme (in the event that it is approved and becomes effective in accordance with its terms), the Sabana Manager intends to declare and pay to Sabana Unitholders a clean- up distribution in respect of the period from the day following the latest completed financial half- year of Sabana REIT preceding the Effective Date for which a distribution has been made, up to the day immediately before the Effective Date (including the retained S$6.1 million1, to the extent unutilised, withheld in 1H2020) to existing Sabana Unitholders as at the Books Closure Date.
Read full statement here..