SABANA Industrial Real Estate Investment Trust : M1GU 0%’s (Sabana Reit) sponsor, ESR Group, and its related parties will not need to abstain from voting on any proposed trust deed amendments, the Singapore Exchange Regulation (SGX RegCo) said.
This is because the amendments will affect all unitholders, which include the sponsor and its related parties, according to a reply letter dated Apr 18 that was released on Monday (Apr 22).
The response comes amid the Reit’s move to internalise its management function following a vote by unitholders at an extraordinary general meeting (EGM) on Aug 7, 2023.
SGX RegCo noted that ESR Group, which was against internalisation, participated in the voting process along with its related parties at the time. The sponsor owns the manager and has a 20.6 per cent interest in Sabana Reit.
Sabana Reit’s sponsor, trustee, manager and the Sabana Growth Internalisation Committee (SGIC) separately consulted the SGX RegCo and Monetary Authority of Singapore (MAS) on whether the sponsor and its related parties should abstain from voting.
In January, the trustee filed a court application to seek a declaration that amendments to the trust deed are required to implement the resolutions approved at the August 2023 EGM, and that its power to certify certain amendments to the trust deed is discretionary rather than obligatory.
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“As the trust deed is a constituent document governing Sabana Reit, any amendments thereto would affect all unitholders, including the sponsor and its related parties,” SGX RegCo noted.
It added that trust deed amendments are not proposed to benefit the interest of any specific unitholder, but to effect the internalisation. All unitholders, including ESR Group and its related parties, should be able to vote.
Therefore, should an EGM be necessary, the regulator is of the view that there is no requirement under listing rules for the sponsor and its related parties to be “disenfranchised from voting” on the trust deed amendments.
The regulator also urged all parties to work cohesively so their needs are satisfactorily met. It is cognisant that any further delay in implementing the internalisation would not be in the interest of unitholders.
Sabana Reit’s counter ended flat at S$0.36 on Friday.
