ESR Group asks High Court to declare Quarz’s requisition invalid

An application was also filed to restrain an EGM with Quarz’s requisition.

A court application was lodged by ESR Group to declare Asia-focused activist investor, Quarz Capital’s, requisition for Sabana REIT’s EGM "invalid or ineffectual."

In a bourse filing, ESR filed an application before the Singapore High Court to further and/or a permanent injunction restraining the Sabana REIT from “taking any steps to convene an extraordinary general meeting of unitholders pursuant to the [Quarz] Requisition.”

ESR, a Sabana REIT unitholder, said Quarz’s proposed resolution is “in breach of the trust deed constituting the Sabana REIT. It also said the resolution is a “standalone resolution and not contingent on the passing of Resolution 2 does not accord with the Requisition which is for the purpose of internalisation of Sabana REIT; and/or that the Requisition contains false and/or misleading statements.”

The Interim Injunction Application is on 11 July 2023 at 2.30 p.m.

In a separate post shared with the media, ESR Group shared that “it would not be constructive for there to be protracted public discourse over this present dispute, which has also allowed for the continued perpetuation of the false and misleading statements by Quarz.” 

It added that it was compelled to make this legal development as Sabana REIT Manager has not taken a “conclusive position on the dispute.”

Fresh start

On the same day that ESR lodged the court application, Quarz Capital said Sabana REIT may have a fresh start by setting up an internal manager, one of its main proposals in the requisition.

“Unitholders are proposing to remove the current External REIT Manager, Sabana Real Estate Investment Pte Ltd, and to replace it with a newly set-up Internal REIT Manager owned by all unitholders. This process is known as ‘internalization,’” said Quarz.

Quartz said removing the external manager will eliminate other fees such as “performance, acquisition, divestment, lease, and property management fees which need to be paid by unitholders to the External Manager.”

It added that through internalisation, the goal will be increasing DPU and making the unit price above $0.53 NAV.