Dasin EGM requisitionists will hold meeting themselves after trustee-manager allegedly breaches timelines
The cost of convening the EGM will be claimed from the trustee-manager Dasin Retail Trust Management
DASIN Retail Trust Management has been accused by a group of requisitionists of not convening an extraordinary general meeting (EGM) within the timelines, and thus breaching the Business Trusts Act.
The group of requisitionists said they will now proceed to exercise their rights under the law to hold the EGM within three months of deposit of the requisition notice, that is, before Sep 20.
The cost of convening the EGM will then be claimed from the trustee-manager Dasin Retail Trust Management, which will not be reimbursed by the trust property, according to the requisitionists.
They alleged in a letter dated Jul 31 that Dasin Retail Trust Management should have held the EGM before Aug 20, that is within two months of the deposit of their requisition since it acknowledged the request on Jun 20.
They cited the Business Trusts Act in saying that the trustee-manager must serve the notice of EGM pursuant to the requisition notice within 21 days and convene the meeting immediately.
Also, under the Act, the amendment of the trust deed – being requisitioned – must be passed by special resolution, notice of which must be given at least 21 days before the EGM. The last day for this special resolution notice to be given to meet the EGM deadline was before Jul 30.
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Dasin Retail Trust Management had on Jul 31 announced in a regulatory filing that it aims to convene the EGM by end-September.
The unitholders, who requested the EGM to pass two resolutions, hold around 12.57 per cent of the total voting rights in the trust.
They are seeking to amend the trust deed with the changes to include inserting new clauses that prohibit the trustee-manager from appointing or removing any director or special purpose vehicle without prior approval of the unitholders by an ordinary resolution.
Other clauses require that appointing a debt restructuring adviser will need the approval of unitholders by an ordinary resolution.
The requisitionists also aim to add a clause that allows the unitholders to remove the trustee-manager through an ordinary resolution.
The second resolution aims to remove FTI Consulting from its role as an adviser with immediate effect, as well as appoint a new adviser based on a decision by a committee of unitholders to assist with the restructuring of Dasin’s financial obligations.
Dasin Retail Trust Management asked the requistionists in its response filed on Aug 3 to allow it to hold the EGM.
Amendments to the trust deed requires the approval of the bourse operator, said the trustee-manager of the retail properties in China.
The manager said: “It is in all unitholders’ interest to ensure that the amendments proposed to be made to the trust deed can be effected in accordance with the listing rules.”
If there is any conflict between any provision of the trust deed and the listing rules, the listing rules shall prevail, the manager added. “It is not in the interest of the unitholders as a whole to hold an EGM where it is possible that the proposed amendments to the trust deed cannot be effected even if the proposed resolutions are passed.”
Dasin Retail Trust Management sought to assure the requisitionists that it will use its “best efforts” to procure the convening of the EGM by end September.
Otherwise, it will cooperate with the requisitionists to convene the EGM in the same manner as nearly as possible as that in which meetings are to be convened by the trustee-manager, and be responsible for any reasonable expenses incurred.
Units in Dasin Retail Trust were up 13.6 per cent to S$0.025 on Friday (Aug 2).
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