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Singapore and Australia property fund managers in shareholder spat

[SINGAPORE] Cromwell Property Group has narrowly fended off an attempt by Singapore's ARA Asset Management to get its preferred candidate onto the board, the latest tussle between the Australian real estate manager and its largest shareholder.

At an annual general meeting in Brisbane Thursday, 51.3 per cent of shareholders heeded Cromwell's call to vote against Gary Weiss, according to a filing from the company.

ARA's nomination had come during a campaign to change Cromwell's business strategy and boost the stock's value. Cromwell has argued that ARA is trying to exert control without paying for the privilege, and with a future listing in mind.

Before the meeting, Cromwell had said Mr Weiss is conflicted because he sits on the boards of companies including Straits Trading Co., which holds shares in ARA. For its part, ARA had said Mr Weiss wasn't involved in any commercial transactions or management that would result in conflicts.

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ARA signaled that it won't give up its campaign despite the setback.

"The result today provides ARA with encouragement to continue to seek necessary change through direct engagement and dialogue with our fellow Cromwell securityholders," ARA said in a statement.

While Cromwell representatives declined to comment on the result, Chairman Geoffrey Levy described it as "pleasing," according to the Australian Financial Review.

"It's pleasing that people - including all the corporate governance advisers - accept that it's not appropriate if the director appointed to the board by a competitor is effectively an associate of that competitor," Mr Levy said after the meeting, the AFR reported.

ARA first entered Cromwell's register in May 2018 when it acquired a 19.5 per cent stake. The group, which now has more than S$83 billion  in gross assets managed, has since increased its interest to just under 24 per cent.

ARA says that it's becoming "increasingly concerned" about aspects of Cromwell's performance. The company's investments in Europe, including in the Polish retail sector, have been largely destructive to shareholder value, it said in an emailed statement.

"Our focus is on ensuring the underlying performance of the Cromwell business improves, which will, in turn, maximize the value of Cromwell securities over the medium and long term," ARA said. Cromwell, however, says its investments garnered a 38 per cent return in the 12 months through Oct 31.

Shares of Cromwell have climbed 25 per cent this year after slumping almost 10 per cent since ARA started buying the shares in May 2018 through the end of that year. The stock was unchanged at the close of trading on Thursday.

In October, ARA rejected speculation it wants to make a bid for Cromwell after buying shares that are now worth over A$770 million (S$711.5 million).

Cromwell has said ARA, which is now one of Asia's largest real estate fund managers, is acting for its "own strategic objectives, including a proposed future IPO, in mind." ARA's Group Chief Executive Officer John Lim told Reuters in September that the company is looking to relist in the next two to three years.

A stake of over 20 per cent allows ARA to claim Cromwell's assets under management as its own as an associate, according to general accounting principles. Its S$83 billion of assets includes Cromwell's.

"ARA are a competitor with their own plans in a number of the markets Cromwell operates in and have also publicly indicated an intention to list in Singapore when they reach S$100 billion funds under management," Cromwell said in an email.

ARA declined to comment on its relisting plans. It delisted from the Singapore stock exchange in April 2017, after being taken private by a consortium led by Lim and Warburg Pincus LLC, and joined by investors including Straits Trading.

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