Singapore legislation
Regulation 14
Regulation 14
Resignation of trustee-manager
Subregulation 1
For the purposes of section 19 of the Act, the trustee-manager of a registered business trust who proposes to resign from its position as trustee-manager shall give notice of its intention to resign to all unitholders of the registered business trust, and shall —
state in the notice its reason for resigning;
nominate another company, which has consented in writing to serve as the replacement trustee-manager of the registered business trust and which satisfies the requirements of section 6 of the Act, for approval to be appointed, by resolution, as the replacement trustee-manager to act as the trustee-manager of the registered business trust in place of the resigning trustee-manager; and
in the notice, inform unitholders of their right to nominate a company in accordance with paragraph (2).
Subregulation 2
Notwithstanding paragraph (1)(b), unitholders of the registered business trust may nominate a company (not being a company nominated under that paragraph) which has consented in writing to serve as the replacement trustee-manager of the registered business trust, and which satisfies the requirements of section 6 of the Act, for approval to be appointed, by resolution, as the replacement trustee-manager of the registered business trust in place of the resigning trustee-manager if, and only if —
these unitholders represent unitholders holding at the date of nomination not less than 10% of the total voting rights of all unitholders of the registered business trust having at that date a right to vote; and
the nomination by these unitholders is served on the resigning trustee-manager not more than 21 days after the date of the notice given by the resigning trustee-manager under paragraph (1).
Subregulation 3
Upon the expiry of 21 days after the date of the notice given by the resigning trustee-manager under paragraph (1), the resigning trustee-manager of the registered business trust shall —
call a general meeting of unitholders of the registered business trust within 28 days; and
give to unitholders notice of the meeting and any resolution to be raised at that meeting not less than 14 days before the meeting.
Subregulation 4
A replacement trustee-manager of a registered business trust shall not be appointed without the approval of unitholders of the registered business trust holding in the aggregate not less than a majority of the voting rights of all unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at the meeting.
Subregulation 5
If the unitholders of a registered business trust do not approve the appointment of any of the companies nominated under paragraph (1)(b) or (2) to act as trustee-manager of the registered business trust in place of the resigning trustee-manager, the resigning trustee-manager shall apply to the court for the appointment of a temporary trustee-manager of the registered business trust in accordance with section 21 of the Act and regulation 16.
Subregulation 6
The replacement trustee-manager of a registered business trust shall —
within 7 days after the passing of the resolution of its appointment by unitholders —
lodge a notice with the Authority notifying it of the resolution and the effective date of the change; and
inform all the unitholders of the registered business trust of the resolution and the effective date of the change; and
within 14 days after its appointment as the replacement trustee-manager of the registered business trust takes effect or such other period of time as may be specified by the Authority, provide notice of the change to the other parties to the documents and agreements referred to in section 25(1) of the Act.
Subregulation 7
The resigning trustee-manager or replacement trustee-manager of a registered business trust which contravenes this regulation shall be guilty of an offence.