Straits Times: Wed, Aug 29
TREASURY Holdings Real Estate (THRE), the trustee-manager of Singapore-listed Treasury China Trust (TCT), has been acquired by a private company owned by THRE's chairman Richard Barrett.
"Treasury Holdings China Limited, a wholly owned subsidiary of Treasury Holdings, which in turn is owned jointly by Richard Barrett and John Ronan, has disposed of the entire issued share capital of the trustee-manager," THRE announced yesterday. Mr Ronan is TCT's chief executive.
The trustee-manager has been acquired by Oriental Management Services Limited, a private company incorporated in Jersey and beneficially owned by Mr Barrett, said THRE. Besides being the joint-owner of Ireland-based Treasury Holdings and the chairman of THRE, Mr Barrett is also a substantial unit-holder of TCT with a direct interest of 6.88 per cent and a deemed interest of 10.93 per cent.
"Following the completion of the acquisition, Treasury Holdings shall have no interest, direct or indirect, in the trustee-manager. Also Treasury Holdings has no interest in the units of TCT," said THRE.
Orient Management Services Limited also acquired the issued share capital of Treasury Holdings (Shanghai) Property Management Co Ltd, a Chinese company responsible for the operation, maintenance, management and marketing of the properties owned by TCT. This means that the property manager is no longer part of Treasury Holdings.
Oriental Management's acquisition of the trustee-manager does not constitute a change of control under a change of control provision relating to a previous issuance of $59.7 million senior convertible bonds due September 2014, said THRE.
Mr Barrett had, on July 25, made an announcement to the Singapore Exchange (SGX) that six THRE directors had stepped down, including himself, "to (promote) new perspectives, skills, experience, knowledge, energy, contact bases and direction for the benefit of unit-holders of TCT".
The next day (July 26), he re-appointed himself as chairman, and two others - Richard David as executive director, and Rory Williams as non-executive director.
The three directors not re-appointed - Stuart Leckie, Jen Shek Voon and Raymond Horney - were reportedly unhappy with their removal, and sent two letters to the board to say that they disagreed with certain information stated in the cessation announcements released on SGX.
THRE flatly replied in another SGX filing that "the board does not agree with the position taken by the former directors as the matters raised in the letters are not relevant to, and do not have a material impact on TCT or unit-holders of TCT".
THRE added that it had responded to the former directors through its legal advisers.
Defending the actions, Mr David later told The Straits Times that they had never said they were changing the whole board. He added that, as CEO, it is normal for him to stay on the board, and cited Mr Barrett's expertise in real estate and Mr Williams' legal expertise as being very relevant to the board.
TCT had also announced in December last year that it had appointed Goldman Sachs as financial adviser to review the company and make recommendations to close the gap between its asset value per unit and the trading price of the TCT units.
TCT's unit price on SGX has been trading at less than $1.40, a very large discount to its net asset value in excess of $4. Its NAV as at June 30, 2012, was $4.49.
Recently, on Aug 15, THRE said it has "recently received a preliminary report from Goldman Sachs and is presently reviewing the report" but nothing has been made public.
Units in TCT, a business trust, dipped 0.5 cent in trading yesterday to close at $1.29.
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