[SINGAPORE] The trustee-manager of Dasin Retail Trust has declared an upcoming extraordinary general meeting (EGM) called by several dissenting unitholders “invalid and ineffective”, and that any resolutions passed during the meeting will be void.
Its board – with the exclusion of minority directors – has recommended that unitholders do not participate in the proposed EGM, which is set to take place on Apr 17. The trustee-manager also does not intend to participate in the meeting, it said in a bourse filing on Monday (Apr 7).
The trustee-manager said it was made aware of the notice of the EGM when it was published in The Business Times on Apr 2. The notice informed unitholders that the EGM is scheduled to be held on Apr 17 at 2 pm at The Workshop @ Science Park 2, and attached an online link for unitholders to access EGM documents.
The notice stated that Resolution 3 of the requisition notice was the only resolution tabled for consideration at the EGM.
Resolution 3 seeks approval for the proposed termination of FTI Consulting (Singapore) as adviser to Dasin Retail Trust with immediate effect, and for a new adviser to be appointed in its place by the unitholders to assist with the restructuring of the trust’s financial obligations.
It also seeks approval for the trustee-manager “to do all such acts and things, including executing all such documents as may be required, as may be necessary or expedient or in the interests of Dasin Retail Trust to give effect to the foregoing”.
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In the Monday bourse filing, the trustee manager said it was not involved in preparing or issuing the EGM documents, nor has it conducted an independent review or verification of the documents’ contents.
It added that it takes no responsibility “for the accuracy, correctness, completeness, relevance or appropriateness” of any EGM documents or any statements contained within.
Upon advice from its legal adviser, the trustee-manager reiterated that Resolution 3 of the requisition notice is “ultra vires the EGM”, because “the removal and appointment of a financial adviser falls within the full and absolute powers of the trustee-manager under the trust deed”.
It explained that an ultra vires resolution has no binding effect. Even if passed, Resolution 3 “shall not have the effect of compelling the trustee-manager to comply with the matters set out therein”.
The trustee-manager added that the notice of EGM is also invalid because it relates to a proposal to convene an EGM three months from the deposit of the requisition notice, which is Mar 27, 2025.
However, as the EGM is proposed to be held on Apr 17, “this renders the EGM, and consequently, the notice of EGM, invalid, ineffective and/or void”, it said.
The trustee-manager also pointed out that the notice of the EGM was issued by one of the requisitionists, Michael Chui; CGS International Securities Singapore and Phillip Securities. These three parties hold in aggregate more than 50 per cent of the total voting rights of all the requisitionists, as opposed to being issued by all the requisitionists.
It said it has not heard from Chui since it issued an update on Mar 20 on why it would not convene the EGM, in response to Chui’s demand for the EGM to be held.
In addition, the board – with the exception of Zhang Zhencheng and his alternate Zhang Zhongming – disagrees with the allegations made by the requisitionists against FTI.
Zhang Zhenceng is a non-executive director of the trust’s board. He earlier brought on a lawsuit against the trust’s lead independent director, Tan Huay Lim.
The trustee-manager also believes the termination of FTI as adviser for the restructuring “is against the interest of the unitholders as a whole”, noting that progress has been made related to the restructuring “as clearly shown from the grant of the moratorium by the court”.
It added that in granting the moratorium, the court found that “there was a reasonable prospect of the intended scheme of arrangement working and being acceptable to the general run of creditors”.
Thus, the trustee-manager said this further attempt to call an EGM was “done in bad faith to undermine the moratorium granted by the court and frustrate the restructuring efforts for the benefit of Zhang Zhencheng and his affiliates”.
Lastly, the trustee-manager’s board – other than the minority directors – said it was of the view that the minority directors are conflicted in relation to the matters on its latest announcement on rendering the upcoming EGM invalid.
As its announcement was not reviewed by the minority directors, it asserted that the opinion of the majority directors in this filing should not be taken to represent the views of minority directors.
Units of Dasin Retail Trust last closed at S$0.020 on Apr 2, before it called for a trading halt on Apr 4.
