Singapore legislation
Clause 36
Clause 36
Approval of unitholders required for issue of units by trustee-manager
(1)
Notwithstanding anything in the trust deed of a registered business trust, the trustee-manager of the registered business trust shall not, without the prior approval of a majority of the number of votes of the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting which is convened in accordance with the requirements under Division 1 of Part IX, exercise any power to issue units in the registered business trust or to make or grant an offer, agreement or option which would or might require units in the registered business trust to be issued.
(2)
Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally, and any such approval may be unconditional or subject to conditions.
(3)
Any approval for the purposes of this section shall continue in force until —
the conclusion of the annual general meeting of the registered business trust commencing next after the date on which the approval was given; or
the expiration of the period within which the next annual general meeting of the registered business trust after that date is required under section 53 to be held,whichever is the earlier, but any approval may be previously revoked or varied by the unitholders of the registered business trust in general meeting.
(4)
The trustee-manager of a registered business trust may issue units in the registered business trust notwithstanding that an approval for the purposes of this section has ceased to be in force if the units are issued in pursuance of an offer, agreement or option made or granted by the trustee-manager while the approval was in force and it was authorised by the approval to make or grant an offer, agreement or option which would or might require units to be issued after the expiration of the approval.
(5)
Section 65 shall apply to any resolution whereby an approval is given for the purposes of this section as if the resolution were a special resolution for purposes of that section.
(6)
Any issue of units in a registered business trust made in contravention of this section shall be void and consideration given for the units shall be recoverable accordingly.
(7)
Any trustee-manager of a registered business trust which contravenes this section with respect to any issue of units in the registered business trust shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(8)
The trustee-manager of a registered business trust shall have no recourse to the trust property for the purposes of reimbursement of any liabilities incurred by the trustee-manager as a result of this section.
(9)
If the trustee-manager of any registered business trust is found guilty of an offence under subsection (7), the trustee-manager and any director of the trustee-manager who knowingly contravenes, or permits or authorises the contravention of this section with respect to any issue of units in the registered business trust shall be liable to compensate the person to whom the units were issued for any loss, damages or costs which that person may have sustained or incurred thereby; but no proceedings to recover from any director of the trustee-manager or the trustee-manager for any such loss, damages or costs shall be commenced after the expiration of 6 years from the date of such issue of units.