For the merger resolution, more than 50% of Sabana REIT unitholders present or voting by proxy, and at least 75% of those present by value, must approve the merger resolution. ESR Cayman and Tong Jinquan, Sabana REIT’s major unitholders, cannot vote.
On Nov 12, Sabana Shariah Compliant Industrial REIT issued a scheme document as part of its merger with ESR-REIT. In it was the advisory from Deloitte & Touche Corporate Finance, Sabana REIT’s independent financial adviser (IFA). It says: “Based on our analysis and after having considered carefully the information available to us, we are of the opinion that the financial terms of the merger are fair and reasonable. Accordingly, we advise the Sabana Independent Directors to recommend that the Sabana Unitholders vote in favour of the Scheme Resolution.”
The merger is via a trust scheme of arrangement. As part of the scheme, Sabana REIT unitholders get to vote on two resolutions — to amend its trust deed, and the merger. For the resolution to change the trust deed to carry, at least 75% in value of the total number of Sabana REIT units held by those present must vote in favour of the resolutions.
