Date of Meeting: 11.12.2007
Venue: at the office of the Solicitors, Colin Ng & Partners,
36 Carpenter Street Singapore 059915
Members Present:
Mr. Heng Hock Heng (Chairperson)
Mr . Paul Lim
Mr. Walklin Russell
Mr. Karuppiah Tanapalan
Mr. Alan Verghese
Ms Audra Foo
Mr. George Lim
Mr. David Ng
The quorum is complete. The Meeting was presided by the Chairperson,
Mr Heng Hock Heng.
Representatives of the Solicitors present:
Mr Paul Tan
Mr Chan Wai Mun
Ms Maria Ng
Mr Vikram Singh
Mr Haresh Kamdar
Miss Sia Huan Ying
The Meeting commenced at 5:00 pm
Minutes:
1. The Meeting was convened for the purpose of discussing with the Solicitors, the presentation before the Subsidiary Proprietors (“SPs”) on the draft CSA at the General Meeting on 15/12/2007.
2. The Draft CSA
2.1. The Solicitors went through the draft CSA and informed the CSC of some minor amendments to the same.
2.2. The following matters in the draft CSA were also dealt with:
(a) Clause 2.1. The members of the CSC were appointed on two separate dates and their dates of appointment were noted. Clause 2.1 and Appendix 3 of the draft CSA will be amended to specify that 4 of the CSC members, namely, George Lim, Audra Foo, Alan Verghese and David Ng were appointed on 27/10/2007 and the Representatives namely, Heng Hock Heng and K Thanapalan were appointed on 20/11/2007.
(b) Clause 6.6. CSC requested to specify that this relates to monies paid and held on and for behalf of the SPs.
(c) Clause 10.1(9). CSC requested for the confidentiality clause to be removed as the draft CSA is to be widely distributed and posted.
(d) Clause 15.1. CSC requested for a provision in this clause and Appendix 2 Paragraph 1 to indicate that the Apportioned Consideration may vary subject to the total sale price of Bedok Court.
2.3. Paul Lim queried Clause 4.1 of the draft CSA. It was explained by the solicitors the context and purpose of this clause and in any event it was not meant as a general exclusion clause to absolve the solicitors from professional liabilities. Upon consideration, all the members except Paul Lim agreed to retain this clause as it is.
2.4. Paul Lim suggested that Clauses 6.2, 6.5 and 6.6 of the draft CSA be examined further. The Chairperson set out various scenarios with regard to the Stakeholders’ interests under Clauses 6.2 and 6.5. The Stakeholders’ monies and interests could be held by either: the Solicitors, Law Society of Singapore, the CSC or an Escrow account with an independent agent. However, this is subject to agreement from the Purchaser/Developer. George mentioned that leaving the Stakeholders’ monies and interests with the CSC, an Escrow agency or Law Society of Singapore is not feasible due to legal and administrative issues. These agencies will also charge an administrative fee for such services. George suggested that the CSC follows the industry practice for the Deposit to be held by the Solicitors as Stakeholders. The CSC agreed with this suggestion.
3. The Presentation Slides/FAQs
3.1 The CSC viewed and deliberated on the proposed presentation slides and draft FAQs prepared by the Solicitors.
3.2 The following matters were discussed by the CSC:
(a) Paul Lim requested for the proposed and estimated time-lines for the Collective Sale process. These were found in the FAQs.
(b) The Chairperson informed the CSC that one of the CSC members, Ms Cheng Ah Lain, resigned on 26 November 2007 and therefore, her particulars should not be in the draft CSA and presentation. Ms Cheng’s resignation is accepted by the CSC and the draft CSA and presentation slides will be amended accordingly to reflect the change.
(c) The Chinese version of the FAQs will be made available at the General Meeting on 15/12/2007 and a representative from the Solicitors will be present that day to explain the draft CSA to Chinese speaking SPs.
4. Other Matters
4.1 The Chairperson highlighted that the existing letter of appointment for the Property Consultants inserted as Appendix 5 of the draft CSA will have to be amended to include the Property Consultant’s letterhead and the terms and conditions of their appointment. Paul Lim indicated his preference that the Property Consultant includes the Reserve Price in their letter of appointment. The CSC agreed to have this arranged urgently.
4.2 The CSC discussed that in the event the Collective Sale is successful for the final audit of the Management and Sinking Fund to be arranged by the MCST to ascertain how much (if any) is to be refunded to the SPs.
4.3 The CSC discussed Motion 2.2 (“the Motion”) which was passed at the General Meeting held on 27/10/2007. After deliberation, the CSC agreed that the Motion should be reversed, to maintain the democratic set-up of the CSC to allow room for dissenting views in the interest of transparency. It was unanimously agreed that this issue should be taken up at the subsequent General Meeting.
4.4 Paul Lim presented copies to the CSC, his proposed draft amendments to the Minutes of the CSC Meeting No.6 held on 20/11/2007. The CSC except Paul Lim agreed to discuss this at the next CSC Meeting as they needed time to consider the numerous proposed amendments and it was not part of the agenda for the Meeting and for the remaining CSC members to deliberate on the draft proposal.
Meeting ended at 8.35pm.
Recorded by: Audra Foo (Ms)
Confirmed by: Heng Hock Heng (Chairperson)
Signed by Mr Tanapalan Karruppiah for an on behalf of the Chairperson
Post date: 21.12.2007, 02:38 hour
Last update: 21.12.2007
