SINGAPORE - There is"nothing unusual or improper" about the voting procedures adopted for the proposed merger of Sabana Shari'ah Compliant Industrial Real Estate Investment Trust and ESR-Reit.
The approach for the Sabana-ESR merger and scheme has also been adopted for schemes of arrangement relating to public takeover transactions involving Singapore-listed companies, the manager said. Quarz Capital Management and Black Crane Capital recently raised concerns that this voting process may be stacked against their interests. The two activist funds have for months publicly opposed the controversial merger as a"panic sell" of Sabana Reit at a substantial discount.
They also said certain custodian banks were determining their proxy vote using either an"offsetting" or a"simple majority" rule. On Wednesday, the Sabana Reit manager noted that it is not privy to and has no control over the internal processes of the nominee companies and custodians or how they take instructions from their clients.It will act upon the proxy forms that are duly completed and submitted by the unitholders, including nominee companies and custodians.
The manager said on Wednesday that requiring unitholders to appoint only one proxy and to cast all the votes they use at the scheme meeting in one way ensures that each proxy submitted will count as one, under the headcount condition.