HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED v QUARZ CAPITAL ASIA (SINGAPORE) PTE. LTD. & 3 Ors

[2024] SGHC 153 High Court (General Division) 14 June 2024 • HC/OA 19/2024 • 28 min read

6 cases cited (3 SG, 3 foreign) Cited by 1 case

Catchwords

Trusts — Trustees — Powers — Whether trustee’s power to certify amendments is in the nature of a discretion Trusts — Trust deed — Interpretation — Whether the trust deed prohibits certain unitholders of the REIT from voting at an EGM Trusts — Purpose trusts — Real estate investment trust — Whether internalisation of REIT’s management requires amendments to its trust deed

Practice Areas

Trusts

Judges (1)

Hri Kumar Nair Delivered

Counsel (12)

Providence Law Asia LLC Firm Rajah & Tann Singapore LLP Firm WongPartnership LLP Firm Ho Linming Counsel Claimant Joel Quek Counsel Second To Fourth Defendants Koh Swee Yen Counsel Second To Fourth Defendants Ngo Wei Shing Counsel First Defendant Ong Pei Chin Counsel Second To Fourth Defendants Poon Kin Mun Kelvin Counsel Claimant Sim Jek Sok Disa Counsel Claimant Timothy Hew Zhao Yi Counsel First Defendant Zhuo Jiaxiang Counsel First Defendant

Parties (5)

E-SHANG Infinity Cayman Ltd Defendant E-SHANG Jupiter Cayman Ltd Defendant ESR Group Ltd Defendant HSBC Institutional Trust Services (Singapore) Ltd Applicant Quarz Capital Asia (Singapore) Pte Ltd Defendant

Case Significance

HSBC Institutional Trust Services (Singapore) Ltd v Quarz Capital Asia (Singapore) Pte Ltd and others [2024] SGHC 153 was decided by the General Division of the High Court of Singapore on 14 June 2024, in Originating Application No 19 of 2024, with Hri Kumar Nair J delivering the decision after hearings on 21 and 23 May 2024. HSBC Institutional Trust Services (Singapore) Limited, the trustee of Sabana Industrial Real Estate Investment Trust (Sabana REIT), brought the application for guidance on several issues arising from resolutions passed by unitholders affecting the management of Sabana REIT. The defendants were Quarz Capital Asia (Singapore) Pte Ltd, ESR Group Ltd, E-SHANG Jupiter Cayman Ltd and E-SHANG Infinity Cayman Ltd. On 23 May 2024, the court declared, among other things, that the second to fourth defendants (the ESR Entities) were prohibited from voting at the relevant extraordinary general meeting. The catchwords addressed whether internalisation of the REIT's management required amendments to its trust deed, whether the trustee's power to certify amendments was in the nature of a discretion, and whether the trust deed prohibited certain unitholders from voting at an EGM. Rajah & Tann Singapore LLP acted for the claimant, Providence Law Asia LLC for the first defendant, and WongPartnership LLP for the second to fourth defendants.

Summary

HSBC Institutional Trust Services (Singapore) Limited, as trustee of Sabana Industrial Real Estate Investment Trust, applied to the General Division of the High Court for guidance on issues arising from resolutions passed by unitholders affecting the REIT's management, with Quarz Capital Asia and three ESR entities named as defendants. The issues included whether internalisation of the REIT's management required amendments to its trust deed, whether the trustee's power to certify amendments was a discretion, and whether the trust deed prohibited certain unitholders from voting at an extraordinary general meeting. The court found that the ESR entities were prohibited from voting on the proposed amendments to the extent necessary to effect internalisation, on account of their material interest, and provided its full grounds of decision after the ESR entities filed an appeal.

What was HSBC Institutional Trust Services (Singapore) Ltd v Quarz Capital Asia [2024] SGHC 153 about?

HSBC Institutional Trust Services (Singapore) Limited, trustee of Sabana REIT, sought High Court guidance on issues arising from unitholder resolutions affecting the trust's management, including whether internalisation of the REIT's management required trust deed amendments. Hri Kumar Nair J decided the matter on 14 June 2024.

What did the court decide about the ESR Entities in [2024] SGHC 153?

On 23 May 2024, Hri Kumar Nair J declared that the second to fourth defendants, collectively the ESR Entities (ESR Group Ltd, E-SHANG Jupiter Cayman Ltd and E-SHANG Infinity Cayman Ltd), were prohibited from voting at the relevant extraordinary general meeting of Sabana REIT unitholders.