Supplementary CSA to Lower the Reserve Price

The first question we should ask ourselves is do we even want a supplementary agreement to lower the RP in the CSA in the first place.  Do we want the Reserve Price to be  fixed and inviolable or impermanent and unpredictable as is the case now. 

In round 1, we were told the Reserve Price was the absolute minimum Owners would receive from the collective sale. It was based on a 66% premium Owners would have gotten over the then present market value of an individual unit. There was no talk of it being lowered and 80% of Owners signed; confident that that was the minimum figure they would get. We were naive and uninformed and did not know it was already at a bargain basement price and had  a buyer happy to snap it up. 

In this round, the carrot is bigger, but not stable,  neither is it  66% of  the last sale price of an individual unit, which was done in August at $1.08m. If it were, then the RP would  have been $1.79million !!! Even by round 1 standards the present Reserve Price is at an undersell!

Since developers would prefer a rock bottom  price, the supplemental agreement to lower it is a route to bringing it closer to the bottom. Now who proposed this alternative route? The Solicitor, the  MA or the sale committee? Whoever it was, it certainly wasn't the Owners.

"Oh, but you need 80% to agree to the new price, so it is safe, right? If 80% don't agree then cannot sell, okay? If the sale price is lower the Sellers must agree, simple la."

To fully agree with the above, we must first look into every possible nook and cranny to make sure we are not having the wool pulled over our eyes. We were told that the terms outlining the  SCSA are 'very clear',  - clear as mud, if you ask me. Here is what the CSA tells us about the supplemental agreement to lower the RP:

• it shall be done  by signing a supplemental agreement of some sort.

At the back of the CSA (pg 30 after the Terms of Appointments and schedules) ) we have the all-important execution page for the CSA. This page is spectacular in it's simplicity and the vital information that is missing... but that is fodder for another post. We are not similarly graced with a sample of what an execution page of a supplemental agreement would look like, and that is cause for concern.  We know that the Amendments to the LTSA  were partly in response to massive problems with property agents and their unscrupulous tactics for obtaining signatures to the CSA. It was deemed safer that the Solicitor, who has a higher professional code to follow, should be witness to this momentous signing. Now, looking at the Solicitors Terms of Appointment I notice that he is to witness the signatures on the CSA but there is no mention of witnessing signatures on any other owner document, whether it be a supplemental agreement to lower the RP or other supplemental agreements. I feel this omission is important. Note also how the fee charged in advance is for the CSA - again no mention of a SCSA or other supplemental agreements that will definitely pop up.  Knowing how the legal profession likes to charge for every single piece of paper, the Solicitor surely would have listed it as an extra to be charged separately. If it were under his purview would he not have included it in a separate Schedule at the back? Now turning to the Property Consultant's Terms of Appointment;  page 24 item (d)  seems to cover this SCSA signing very nicely. Note the 'at any time and from time to time'.

Now things  are beginning to look scary, are they not? Is the marketing agent regaining control of the signing via a back door? Isn't this a grave cause for concern?

We are further told that:

• the minimum sale price (the new RP) will be at or below whatever the proposed sale price might be.

When you read clause 8.1.3 (a) on page 9 of the CSA, what assumption do you make? How do you read that clause, what scenario pops into your head?  

Do you think that after a tender bid or after an offer has been made, Sellers will be asked to rethink the RP and either agree or disagree to lower the RP to match the bid or offer by signing a supplemental agreement? Do you think there might even be a time frame for this new consensus to sell at a lower price? Well, welcome to the club, because that is what most owners will assume and they will be wrong - on both counts. That is also what I assumed, but I was puzzled by the inclusion of "or below" because, if there is an offer on the table, why ask Sellers to sign for something below that?  It did not make sense and so up shot a red flag.

The answer to this conundrum is that a supplemental agreement to lower the minimum sale price is not restricted to this period in time - it can it be done 'at any time and from time to time'. That is my conclusion. If an owner is happy to sign the CSA at the RP stated, but is also willing to sell for a lower price if need be, what is stopping him from signing a supplemental agreement to this lower sale price at any time?
Reserve price: $100m
Minimum selling price; $80m

So, perhaps some Sellers might sign a CSA with the solicitor and a SCSA with the marketing agent. An official and a fall back selling price, as it were.

Worse, knowing how gullible some owners are, in this estate  there may be instances where owners are encouraged to sign the MA's slip of paper stating their minimum selling price without them even realising that this is their tacit agreement to the eventual lower RP!!! They might come back and say "but I didn't know it was that, when I signed off on it! I was just asked to state my absolute minimum  and was assured that I had already signed the CSA for the higher RP".
I am so scared for these people, they are putty in a smooth-talking property agent's hand

The 80% requisite is the first milestone that much be reached in order to go for a tender and beyond. But this is just a provisional 80% and the higher RP can be used for this purpose. Some Sellers, who sign for the higher RP only might baulk at signing for a lower minimum selling price and drop out afterward, bringing the percentage to below 80%.  Will this prevent the sale committee from signing a conditional sale contract? NO. The 80% requirement is at the point of application for sale at the STB and not at point of conditional sale. The conditions of the sale contract would be dependent on securing the 80% before application and the sale being granted by the STB/HC. So, the time frame for securing the second 80% can extend for many months.

THIS IS WHAT I THINK:

.

So, 'very clear', they said?

I also find 8.1.3(d) very, very odd. I ask myself, why would anyone sign for the lower sum and not the higher sum, presumably after the initial 80%.  In other words these new signers are from the 'minority' group. As an ex-minority owner, I know there are only 3 reasons why an owner could be persuaded to sign after holding out for so long a) he was fooled b) he was pressured or c) he was offered an incentive sum. If you juxtapose 8.1.3(d) with 2.11 what do you get? In 2.11,  owners are signing some kind of 'supplemental agreement' voluntarily ("or otherwise where they enter"), but what is it? How much more will they be getting?  Seeing how 'conditional signers' is now a dirty word, have they just found a more neutral term that can cover a multitude? Methinks there can be many kinds of supplemental agreements whereby conditional signing can continue incognito. If Sellers agree to these  supplemental agreements without knowing what they contain, then they are signing blindly.

Owners will have to draw their own conclusions.

Owners ought to reject any supplemental agreement other that those  ordered by the STB or HC.  I believe it is conditional signing by another name.

Owners ought to reject the supplemental agreement to lower the RP outright and remove it from the CSA.  Stick to a good, solid Reserve Price and run with that ball. Don't inject uncertainty, unpredictability and confusion. When things are not transparently clear, then you have to ask yourself, what else am I missing?

Remember also how incredibly long it is all going to take. You may be happy now to accept  the lower minimum sale price, but will you still be still happy in 2 years time?

If there must be a clause to lower the reserve price in the CSA - then let's guard ourselves against the shenanigans that will inevitably occur . Let us demand that owners are to decide only AFTER the  bids or offers are in and all agreements to the lower reserve price must be after this date and witnessed by the en bloc lawyer.

This was first partially posted on 5 Oct 2011 

NOTICE FOR EGM 4

Owners received the Notice for EGM 4 in the post today. It couldn't have come at a worse time for me as I am preoccupied with other matters.  Nevertheless, I will go through it by and by.

A quick glance and there is some improvement from their last half-baked effort. 

In escrow

I don't normally deal in wild rumors, but this snippet of information is very intriguing, if true. It does not concern Tampines Court, but one of our half-sister estates: LAGOON VIEW. This estate is only a half-sister because their land belongs to the Ministry of Finance and has not been privatised as yet (at least, no notice of such an event has been reported in the media). Their privatisation cost is around $30k per unit and when last reported (Weekend Today Jul 2009) just over 70% had consented. No collective sale can be attempted unless the estate is first privatised.

The rumour is this: owners who sign for privatisation are also possibly signing for the CSA in escrow ... or it could be the other way round, the Privatisation Agreement could be the document held in escrow because it's cost might be a stumbling block to many older owners in the estate, and the CSA might be a draft CSA not yet ratified at an EGM.
The details are sketchy at best.

What is in escrow, you ask? It's 'Something of value, such as a deed, stock, money, or written instrument, that is put into the custody of a third person by its owner, a grantor, an obligor, or a promisor, to be retained until the occurrence of a contingency or performance of a condition.'

But, there is only a privatisation committee in Lagoon View as far as I know, there is no elected sale committee, no EGMs held in accordance with the LTSA schedules etc... so how can it be true and if so, is it really legal?

Well, I can only surmise that as soon as the 75% /80% mark is reached, the statutory requirements will be dealt with in quick succession and so the conditions for the CSA/Privatisation Agreement held in escrow will be met.

It's like giving birth to an adult instead of a baby.

Not being a lawyer, I can only pose questions, not answer them.  In round 1 we had a few 'conditional' signers who would have received higher sales proceeds had their conditions for sale been met. In round 2, there are provisions in the CSA (Draft 28 Sep 2011) for owners to sign an unspecified 'supplementlal agreement.

Document held in escrow, conditional agreement, supplemental agreement.... all birds of the same feather?

The power of money

There has been a rash of new measures and news from the Gov in the last few days. The main one is here:

Additional Buyer's Stamp Duty for a stable and sustainable property market
REDAS dissappointed with propert cooling measures
Cooling measures a bolt out of the blue

The Gov has been very swift to act on event of the inevitable fall of the Euro. (today being D-Day1 for talks in Brussels). I suspect so much money is flowing into the country from private wealth and fund managers (capital flight from Europe in general), money that can be parked in the purchase of new condominiums. Hot money has to go somewhere. and even if just a tiny portion of it comes here, the property market will mop it up. TheyGov is not quite trying to stem the flow but rather being opportunistic in filling their coffers. The developers can devise sweeteners to make the medicine go down. They could bump up the price and absorb the extra stamp duty.  If the 'foreign' element of purchasers was broken down by district, or even condominiums in the past 2 years , you would probably see a high concentration in the city area - where many empty new luxury blocks currently stand. The measure is being  advanced as a cooling strategy - it is that in a limited sense, but the mass market segment (where ordinary Singaporeans spend their money) will be largely untouched. As for the anti-speculation measure, it applies only to the 3rd property and only 3%.

I think I feel a new chart coming on... must download some data on the issue soon :)

As for the Euro: well, it is the Titanic in it's death throes and the politicians are still busying themselves rearranging the deckchairs instead of preparing the citizens to abandon ship.

STAMP DUTY NEWS

8 DEC 2011

Developers fear impact of targeted stamp duty

Extra 10% duty for foreigners set to help cool prices for S’poreans

The government yesterday announced significant steps that could bring private home prices back within the reach of Singaporeans. Developers, however, have called these steps, which are expected to hit sales and prices, untimely.

Starting today, foreigners and corporate entities buying private homes in Singapore will have to pay an extra 10 per cent by way of an additional buyer’s stamp duty. This duty will also apply to permanent residents (PRs) buying their second or subsequent homes and Singaporeans buying their third residential property or more – though only to the tune of 3 per cent. Overseas properties are excluded from the count of properties owned.

The move is aimed at reining in private property prices, which some felt were slipping beyond the reach of many Singaporeans. Real Estate Developers Association of Singapore (Redas) said, however, that the measures are untimely given that the local economy is expected to slow down next year. “Redas is disappointed in the lack of consultation on the latest measures. They came as a surprise as the current market outlook is uncertain. The good take-up rate in the primary market is driven by the increased number of new launches and unique selling points of certain projects. It is not indicative of a return to a speculative market.”

The government also boosted the supply of land for executive condos in H1 2012 as part of its land sales programme.

Though the additional buyer’s stamp duty (ABSD) kicks in today, remission will be given for options granted on or before Dec 7 and exercised within three weeks (that is, on or before Dec 28) or the option validity period, whichever is earlier.

Deputy Prime Minister and Finance Minister Tharman Shanmugaratnam said: “We have always had open markets and must keep them that way. However, the reality is that investment flows into our property market are now larger than before, and unlikely to recede as long as interest rates remain low. The additional buyer’s stamp duty should help cool investment demand, and avoid the prospect of a major, destabilising correction further down the road.”

A joint release from the Ministry of Finance and the Ministry of National Development yesterday evening said: “A higher ABSD rate for foreign buyers in particular is necessary, in view of the large pool of external liquidity and strong buying interest from abroad, and the relatively small size of the Singapore market.”

It added: “Excessive investment demand will . . . make the property cycle more volatile, and thus increase the risks to our economy and banking system.”

Foreign purchases accounted for 19 per cent of all private residential property purchases in H2 2011, up from 7 per cent in H1 2009, it noted.

Credo Real Estate’s analysis showed that foreigners’ presence is much stronger in the prime and mid-prime districts, where they accounted for nearly a quarter of caveats lodged in Q3 2011 – up from 16 per cent in 2010 and 13 per cent in 2009.

For the suburban mass- market segment (Outside Central Region), the proportion has also been rising, from 5 per cent in 2009 to 7 per cent in 2010 and nearly 15 per cent in Q3 2011.
“The suburban mass market is probably of greater concern as buyers of first private homes would feel threatened by increasing number of foreign purchasers,” said Credo executive director Ong Teck Hui.
DTZ’s Southeast Asia chief operating officer Ong Choon Fah said the ABSD is not a blunt policy tool. “They have made distinctions between foreigners and PRs and whether they are buying for owner occupation or investment. This is very carefully calibrated to strike a balance between the price that Singapore has to pay for being an open economy and ensuring property prices remain within the reach of Singaporeans.”

She reckons developers will take a wait-and-see attitude, evaluate their options and watch how buyers react.

“Prices should fall but activity has to drop significantly first before developers re-price their projects. The likelihood is that some may first take soft measures to mitigate the situation – such as absorbing the additional buyer’s stamp duty or giving furnishing vouchers – before resorting to a price cut.”
Knight Frank chairman Tan Tiong Cheng too acknowledged that prices will soften. “With so much supply coming into the market, developers will either have to revise their prices to move units, or absorb the additional buyer’s stamp duty.” The latter will be tantamount to a price cut as far as a developer is concerned, note analysts.

“This set of measures will definitely help to cool prices. The concern has been that foreign buying is pushing up prices,” said Mr Tan. With the 10 per cent ABSD on foreign buyers, the long-awaited recovery in demand in the luxury sector will take even longer, he added.

Standard Chartered Bank said in a research note last night: “We expect the policy to induce a 20 per cent decline in sales volume in Q1 2012. . . We continue to expect residential prices to fall 20-30 per cent next year.”

08 Dec 2011 Straits Times

GLS 1H2012

URA LAND SALES  FOR 1st Half of 2012

I think TC should forget about en bloc for a couple of years - there are no less than 6 GLS sites coming up for sale in the first half of 2012 in our area:

Confirmed List
Residential Sites
1	Upper Serangoon View / Upper Serangoon Road (EC)	Jan-12	HDB
2	Hillview Avenue		URA
3	Fernvale Lane (EC)	Feb-12	HDB
4	Elias Road / Pasir Ris Drive 3		HDB
5	Punggol Central / Edgefield Plains (EC)(3)		HDB
6	Woodlands Avenue 5 / Woodlands Drive 16 (EC)  (3)	Mar-12	HDB
7	Tampines Avenue 9 / Tampines Avenue 7 (EC) (3)		HDB
8	Tampines Avenue 10 / Tampines Avenue 1 (Parcel A) (3)		URA
9	Buangkok Drive / Sengkang Central	Apr-12	URA
10	Sengkang Square / Compassvale Drive		HDB
11	Pasir Ris Drive 3 / Pasir Ris Drive 10 (3)		URA
12	Upper Serangoon Road / Pheng Geck Avenue (Parcel B)	May-12	URA
13	Tanah Merah Kechil Road / Tanah Merah Kechil Link	Jun-12	URA
14	Bright Hill Drive (3)		HDB
Reserve List
Residential Sites
1	Jalan Jurong Kechil	Already Available	URA
2	Bishan Street 14		HDB
3	Stirling Road	Dec-11	URA
4	Boon Lay Way		URA
5	Punggol Way/Punggol Walk (EC) (3)	Feb-12	HDB
6	Tampines Ave 10 (Parcel B) (3)		Mar-12	URA
7	Tiong Bahru Road / Alexandra View (3)	Apr-12	URA
8	Farrer Drive (3)		URA
9	Farrer  Road / Lutheran Road (3)		URA
10	Tiong Bahru Road / Kim Tian Road (3)	May-12	URA
11	Prince Charles Crescent (3)		URA
12	Sengkang West Way (3)		HDB
13	Upper Serangoon Road / Tai Thong Crescent (3)		URA
14	New Upper Changi Road / Bedok Road (3)	Jun-12	URA
15	Dairy Farm Road (3)		URA

SC Meeting : 19 Nov 2011

SC Minutes 11 (Edited)

I did not attend this meeting. It looks like they are trying to fix a few of the deep flaws in the CSA to make it more palatable to the owners.

Item 2

If my memory serves me correctly, in the last round it was the owners who coughed up over $700 each for the 'costs & expenses' which were to cover items a) and b) - and the collection of monies (contractually agreed) was attempted before the announcement of the conditional sale in 4 languages in the various newspapers. I say attempted because by then many majority owners had rebelled and refused to pay.  The newspapers required their fees up front and in those days the announcement covered 3 or 4 full pages in tiny print. It must have been very expensive. The rules have since changed on the amount of detail to be publicly revealed but still, this cost is for the owners to bear. 

Item 4

I am a little confused here.. if it is the Final Draft they are discussing, are they 'discussing 'the actual amendments or 'recommending' further changes, in which case it isn't the Final Draft? 

It seems both.

Item 5

The vote was 5 to 4 not to raise the RP.  Oh dear, there are 5 members who have the 'sale might not go through' mentality. This is the same mentality that got us into trouble in round 1. It is not about getting a sale through, it is about selling collectively only when the price is right. If the price is not reached then so be it.  Therefore, I do not agree to a lower RP to serve the lowest common denominator (the flippers and those who want to cash out) and the RP agreed to in the last EGM should be reconfirmed in the next EGM. 

I have a feeling there were irregularities in the last meeting anyhow, which could possibly make that EGM null and void.

How seriously did they challenge the MA's figures?  True, My Manhattan was bought for $523 psfppr in 2010 - but it is being sold for over $1200psf in 2011. To compare land bought in Simei and then new units sold in Pasir Ris is disingenuous. Our site is much more attractive than anything in Pasir Ris and future units in our estate (in 2016)+ may attract anything between $1200 -$1400psf. So it is right to be bullish and set the target price high. No one can predict the economic outlook so far ahead with any certainty. It is for the developer to take the risks - not the owners. We do not want pessimists on the sale committee, people who live in the now and are easily swayed by negative market spiel. The choice is simple - be optimistic, think ahead, don't lower your sights, base your decisions of upward projections not downward. If the sale does not go through then the owners will not be angry, but if it goes through at a price that looks paltry and diminished then all hell will break loose again.

Item 6

The Strata Roll does not give the square footage of the units.

Let's see how the next meeting went with the lawyers :)

Total number of units en bloc-ed to date

How many units in the country have been en bloc-ed to date? 15,467. As can be seen from my unofficial graph, the total number of units sold in the last 2 years is nowhere near the total in the boom years of 2005 to 2007.

The ex-HUDCS in the outer areas (OCR) that were sold in 2006/2007 (Amberville, Waterfront View, Minton Rise are showing strong  sales in their new developments as can be seen from this chart from URA (the red/blue/pink notations are my additions). Indeed, the mass market properties in OCR places such as Pasir Ris, Simei, Tanah Merah Tampines, and Bedok are being snapped up like there was no tomorrow.

D'Leedon in upmarket D10 is lagging behind. Yes, the developer paid top dollar when acquiring the land through an en bloc,  but  neither the price paid nor it's ex-HUDC status have any bearing on it's present identity and lack-lustre performance.  Something about this project just does not gel with would-be buyers. 

I looked up some other new projects in the D10 to see how they were/are faring:

Apart from D'Leedon, they are all freehold and the ones launched are either sold out or showing healthy sales. The one to watch here will be Leedon Residence which will be directly opposite D'Leedon and will probably be priced >$2000 psf.  So D'Leedon is competitively priced in comparison. Mind you, if I had to choose between Silversea and D'Leedon (both around the same price), Silversea would trump because of it's superior location.

So, what else could be causing the lower than expected sales?

Personally, I think it's behemoth size at 1,715 units makes it too big for comfort. The developer could have divided the land into 2 or 3 different developments - as in the Waterfront Collection - people like to feel they are buying into exclusivity, not an entire neighbourhood.  Looking at the floor plans, there are next to no balconies, a crucial mistake if Westerners are their target sector.

But not to worry, they bought the land at $762 psfppr and are currently selling it at a median price of $1577 psf.  The development will eventually sell out and we shall see then just how much money was won or lost.

Sale Committee Meeting No 12 Notice

URA finally acts

Q: What do you get when you relax planning regulations, unleash en bloc madness on the general population and then turn a blind eye to the unsightly chaos that ensues?  

A: Singpore's building frenzy 2007 - present day.  Smaller and smaller apartments, more congested roads, higher stress levels, loss of greenery, shrinking of facilities, rise in temperatures, truly awful architecture and cookie-cutter designs, overpriced units, overall lower standard of living.

The URA's encouragement of mass en bloc of any plot of land has resulted in the chaotic mess that is today.  It has taken them a long time, but today, someone in that department  finally woke up and realised that things were getting ugly. 

THEY HAVE JUST ISSUED A NEW CIRCULAR HERE ON MEASURES TO IMPROVE THE LIVING ENVIRONMENT OF NON-LANDED RESIDENTIAL PROPERTIES (AFTER THEY  MESSED IT UP BIG TIME)

'A minimum plot size requirement of 1,000sqm is introduced for all new flat developments island-wide to safeguard a better quality residential development. This will align flat developments with other residential developments like landed housing and condominiums which also have minimum plot size controls.'

One small step in the right direction. One giant leap of common sense.

This does not have any effect on TC, of course, because we are so huge; but it will prevent other small developments from going en bloc. They would need to increase the plot size by amalgamating with a neighbouring plot, and that makes the whole process so much more daunting.

And over in Bedok madness still reigns: 
Bedok Residences sell like hotcakes

"CapitaLand said most buyers rushed in to make their selection without even viewing the showrooms.
A unit costs between S$1,100 to S$1,500 per square foot."

They're back

I have to admit to thoroughly enjoying the last six weeks of en bloc silence. Not being bothered by CSAs or EGMs put us back into a normal mode of living (by enlarge).. I even nurtured a faint hope that perhaps the sale committee had disbanded and all matters en bloc abandoned ... but alas, it was just a dream. It was nice while it lasted, though.

They are back with a bang.

Two sets of Minutes and a Meeting Notice for the next meeting to held on 19 Nov. The as yet unseen draft CSA will be presented to the owners in January (tentative date 7.1.12) for their approval. I shall not be commenting on this CSA until after all owners have received their copy along with the Notice for EGM.
.

One more SC member bites the dust, so that brings the number down to 9 in total. Still a large group by any measure.

Sale Committee Meeting No 11 Notice

See comment on item 9 in below post...

SC Meeting: 12 Nov 2011

SC Minutes 10 (Edited)

 

The Vice-Chairman again looking out for the best interests of the owners by suggesting the RP be raised to the original proposal given by the MA in their presentation - only to be shot down by the majority consensus.  It looks like the original proposal was just the usual lure and it's just down, down, down from here on in. The old and tired mantra that "the RP was adopted by the SPs" is a cop out and used by a committee as a shield to mask their inaction. What 'current market situation' did they put forward? Did anyone offer charts or qualify their opinion with facts? Have they done any real analysis or are they relying on the marketing agents vested interest viewpoint?

4. The Chairman of the SC will be writing to the  MC Chairman seeking formal confirmation of the collection of Enbloc Sale fund by the MC, as decided at the last EGM on 24.09.20011

Hold you horses here! No such thing was ever agreed at the last EGM. The resolution presented to and passed by the owners was:-

'To resolve and set up an Enbloc sale fund to meet the preliminary enbloc expenses, out of pocket expenses, meeting expenses, independant valuers/property agent fees and authorise  SC to collect and account for such funds.'

The MC is not and should not be entangled in the money matters of en bloc. They follow the BMSM, the SC follow the LTSA and they only overlap at the holding of the EGMs.  The MC is not there to do administrative work for the sale committee or their backers and they are certainly not debt collectors for errant majority owners. What the SC should do is formally ask for the Strata Roll (and pay the administrative fee as this is stated in the LTSA) and do their own collecting. The SC are prohibited from using MCST funds, and this would include the large amount spent on stationary and postage that would necessarily be involved in collecting sums of money from owners, not to mention the time taken away from the managing agent in his official duties in overseeing the maintenance of the estate. 

Gimcrack rules

Anonymous said:

"Is it true that as long we have not sign on the TA, we have not activated the 1 year 80% rule. If so, why don't we bide our time. When the economy turn around, we short circuit the en bloc process by launching TC ahead of our competitors "

Hmm..... you mean hold back on the first signature until the time is right?

Looking back at the Third Schedule it says:

Termination of collective sale committee  

12. —(1) A collective sale committee may be dissolved —
(a) by ordinary resolution at a general meeting of the management corporation convened in accordance with the Second Schedule; or
(b) upon the termination or expiry of the collective sale agreement.
[46/2007]
(2)    A collective sale committee that is constituted for the purposes of a collective sale of all lots and the common property in a strata title plan to which section 84A or 84FA applies, or a collective sale of all the flats and land in a development to which section 84D or 84E applies, shall be dissolved if —
(a) in the case of such a committee that is constituted before the date of commencement of section 10(g) of the Land Titles (Strata) (Amendment) Act 2010, at the end of a period of 12 months after that date; or
(b) in any other case, at the end of a period of 12 months after the committee is constituted, there is no collective sale agreement for that collective sale or no subsidiary proprietor or proprietor, as the case may be, has executed a collective sale agreement for that collective sale.

It seems pretty clear that if there is a draft CSA then there must be at least 1 signature to make it an active document within the 12 months starting from the date of the EGM to elect the sale committee.  

So the answer to your question is no, the sale committee cannot be in existence forever, they cannot keep the estate in limbo by withholding that first signature until the opportune time. Parliament has set the parameters, their intentions are clear, there has to be time limitations on the process. The SC has until their January deadline to a) get the terms and conditions of a CSA passed at an EGM and b) activate it with a single signature. The first signature will be the Date of the Agreement and from there on in they will have a second 12 months (until Jan 2013 in our case)  to reach the 80%.

It was under the old rules that a sale committee could hang about doing nothing, lying inactive for months, even years.  Now they have
[SC election]........[CSA/1st signature] :- 12 mths
[CSA/1st signature ........... 80%] :- 12 mths
[80%......conditional sale.......new80%....application for sale to STB] :- 12 mths

If this reading is not correct, then I will eat my hat. 
In fact someone ought to write to the sale committee with this question. 
Not me, as they don't seem to answer my queries....

Supplemental Agreement

A Supplemental Agreement (SA) is a legal document amending one or more terms in the original Agreement. If 80% of owner signatures are required for the Agreement to be valid then so must it be for the Supplemental Agreement.

Only, they don't have to be the same 80%. The owners who do not agree to the new term(s) are deemed to have withdrawn from the Agreement and are no longer treated as a Signatory to the Agreement. New owners can sign up for the Supplemental Agreement and they become part of the new 80%.

I smell a RAT here; why would owners who refused to sign for a higher RP choose to sign for a lower RP? Are there side agreements going on? Top ups from the developer, maybe?

SIGNING makes it look like the owners have the POWER TO CHOOSE ... but my question is; do they really?

In the CSA terms, there may be a clause or clauses dotted about that restrict the owner from exercising his freedom of choice. For example, it might state that the owner must render his full co-operation and efforts to assist the sale committee in the discharge of its duties and obligations.  The owner might also have to sign any document to effect any of the purposes in the Agreement, and not to do anything by way of act or omission that might jeopardize the sale or be detrimental to the fulfillment of any of the terms of the Agreement.

If they do not sign, then they may be in breach of their obligations and the SC can sue them.  Deep trouble of the owners' own making.

So does signing any document also cover the Supplemental CSA?  I don't know, but it's a question.

I have come across two types of Supplemental Agreements:

• A Supplemental Agreement  to lower the Reserve Price (Koon Seng House), (Marine Point)
• A Supplemental Agreement to extend the validity of the Agreement (Gillman Heights)

Koon Seng was the one that put the cat among the pigeons by declaring that the SA is a fresh agreement and another 12 months added. Sheesh! 

I am not sure if a contractual promise that it won't is stronger than a High Court judgement that it will - I'd need a lawyer to answer that! In the meantime, caution dictates that you go with the High Court interpretation and not a contractual wish.

Marine Point was another condominium which signed a Supplemental Agreement to lower the reserve price. This was because the Proposed Sale Price from a buyer was lower than the RP.  The valuation at close of tender was high - too high for the Proposed Sale Price.  So, instead of sticking to their guns they did another tender and another valuation from a different valuer (since the first guy said his valuation was correct and stuck by it) - and it turned out to be magically lower ..... so they could go ahead with the sale. Another sheesh!

Now Gillman Heights had a Supplemental Agreement to extend the validity of the Agreement since they were running out of time. It caused a lot of problems as many owners refused to sign and 4 of them brought it to the High Court. In that instance, 20 owners who had signed the CSA refused to sign the SA - but 26 fresh owners did sign. The CSA and S&P had opposite clauses; the CSA stated that "the Vendors shall  not be required to execute the Supplemental Agreement"  and in the S&P, it stated that agreement from the 80% was necessary. The judge went with the CSA.

A supplemental Agreement is a FRESH Agreement

KOON SENG HOUSE

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Goh Teh Lee v Lim Li Pheng Maria and Others [2009] SGHC 242
27 Oct 2009

Whether the application to the Board for a collective sale order was out of time
35 The plaintiff contended that the application to the Board, which was made on 16 April 2008 for a collective sale order, was out of time. In his view, the application had to be made within 12 months after the first owner appended his signature to the first CSA, that is, by 28 December 2007. This view was erroneous for two reasons.

36 First, where an earlier CSA had failed to achieve its intended purpose, ie, to sell the land to a purchaser, the proprietors of the land could not be precluded from making a new agreement with a lower reserve price. Hence, the supplemental agreement constituted a fresh agreement. Therefore, time for the purpose of para 1A(a) of the Schedule should be reckoned from the date the first signature was appended to the supplemental agreement.

37 Second, s 84E(3)(b) provides that proprietors holding not less than 80% of the aggregate share value may apply to the Board for a collective sale order. At the earliest, the 12-month period within which application may be made to the Board starts when 80% majority has been reached or first crossed (as the case may be). The plaintiff was therefore wrong to say that time for this purpose started running from the date of the first signature. There are two distinct 12-month periods. As I said, application may be made to the Board as soon as 80% majority has been reached or first crossed. However, this does not mean that the 12-month period within which application must be made to the Board necessarily starts then (see para 1(a) of the Schedule). For example, it could start at a later date when a greater percentage majority is reached so long as the time elapsed from the first signature to the time when such desired majority is reached is also not greater than 12 months (see para 1A of the Schedule).

38 The first signature to the supplemental agreement was appended on 24 March 2007 and the last was on 6 September 2007 (well within the 12-month period within which a majority of not less than 80% had to be reached). The other 12-month period (ie, that within which application to the Board had to be made) commenced on 6 September 2007. Therefore, the application made on 16 April 2008 was well within time.

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It seems this ruling has opened up an avenue for the sale committee and the 80% majority to extend the 12 month validity period for the CSA set in the LTSA Schedule indefinitely. They can piggyback a supplemental agreement to start a new 12 months afresh just before the old one runs out. This could theoretically become an instrument of abuse if, say, a SC and a jittery majority can't find a buyer and don't want to process to end after all their 'hard work' - all they would need do is trot out a new CSA with a minor adjustment (for justification's sake should it be challenged) and Bob's your uncle. There is no mention of by how much the Sale Price can be lowered so , theoretically, it could be a nominal $1.00 

It beggars the question why set time limits at all?

• Once a sale committee is elected; they can twiddle their thumbs for a full 12 months. What on earth is the MinLaw thinking about here. All the time in the world given to these people at the beginning and NO TIME given to owners to decide on the bids at the end. 
• It can be argued in court that if the CSA can be extended with a fresh 12 months through a supplemental CSA, then so too the SC's tenure - that's only logical, you can't have one without the other.
• An estate can be kept in limbo with successive SCSAs until an eventual sale; that is the only finality possible.
• Once you sign a CSA; you cannot rescind (except during the initial 5 day cooling off period).

Waiting for Godot yet again

The EGM 3 was held on 24 September.
Since then, there has been:

• No summary of that meeting posted on Notice Boards
• No sign of a CSA
• No information on the SC website (abandoned?)
• No requisition for EGM 4 at the MC office
• A request made to the MC for the units which have bought over the recess area (according to the latest MCST  meeting minutes). So at this late stage, they are still mucking about trying to find out basic details.

After the last EGM, there was a non-productive SC meeting held on 1st Oct and nothing since. If they are planning to have an EGM4, it cannot be any sooner than the 3 Dec now. December is a month when many owners will be away on  vacation, so perhaps they might even be planning to skip December altogether and make a last-ditch attempt in  January.

They only need a valid  CSA before the 28 Jan 2012 midnight deadline.

Perhaps this sale committee should do us all a favour and throw in the towel now. Even the strongly pro-en bloc crowd have gone quite over the last while. The optimism at the beginning has all but died and I don't know anyone who believes this sale has a snowall's chance in hell of happening. Not this time round. Thousands of sinking fund dollars have been spent on this useless exercise to date, we should recognise now that it is dead in the water, that there can be no chance of success in the present uncertain financial climate. If there is no CSA at the 1 year deadline then the sale committee will dissolve automatically and spark a 'relevant' event in accordance with the 2nd Schedule.

Laguna Park put up for Sale again at $1.25b

Nov 2011 Media

• Bedok residences sell like hotcakes - Nov 24
• Size does matter - Nov 2011
• Dragon Mansion sold - Nov 2011
• Supplies, supplies, supplies! - Nov 2011
• Laguna Park, Henry Park apartments up for collective sale -  Nov 2011
• En bloc wave unlikely sign of rebound in market - Oct 2011
• Collective sales market healthy despite downturn - Oct 2011

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Reaffirmation in action

Thinking out of the box.

Here are two estates which will go back to owners for reaffirmation before accepting any bid or offer.

We need to see the MA's calculations

The Marketing Agent put forward a few slides at the EGM 3 to explain his Reserve Price.

I sent an email off to the sale committee requesting a copy of the data on the screen.

Naturally, they gave no answer.

Anyhow, I did note down a few figures and have waited until now to plug them into the equations.    If you ask me, they just don't make sense. 

Their claim that 10% in size does not amount to much difference flies in the face of logic.

I wish I could post the figures here for you to see, but obviously I can't.

>First of all, 'RP1' and 'RP2' is a misnomer, because they are the same in both instances: $xxx.
The Sale Price $xxx is the RP.

Comparing $A and $B the marketing agent said there was 'not much difference'.The difference ($A-$B) being around $27 psf ppr. The Purchaser pays $27 psfppr less for higher GFA. $27 * 2,162,659 = ~$57m, so is the purchaser getting a discount of $57m even with a higher DP/Top up? Huh? Do they understand how nutty their rationalization looks?  If the 10% was factored into the residual calculation, the benefit would go to the owners, and they would see the RP raised and about $100k added onto the sales proceeds of each unit.

I could reproduce $A and $B easy enough... they seemingly did not recalculate the actual residual calculation.  Do they want us to believe that a 10% difference in GFA is only a figure used as a denominator after the other residual calculations have been done? That it will have no effect whatsoever on the Gross Development Value (and subsequently the Sale Price)? I have checked back with the two independent residual valuations given at the STB in round 1 and the larger potential GFA and DC for Balcony bonus was incorporated in their workings.  Looking at the MA's original residual calculation in their original proposal, it is not clear what they did as they just gave a lump sum for DP/Top up and did not factor in the 10% Bonus GFA. Their 'justification' now does nothing to correct this.  So, it remains a mystery as to why they tweaked the DP/Top-up and have not produced a proper residual recalculation for us all. What are they afraid of?

Therefore, without their complete workings, these figures mean absolutely nothing and their justification remains highly questionable. I am just a regular owner who knows nuts about these things, but I do know when I don't have enough info to draw concrete conclusions. I really dislike being thrown snippets of data at EGMS and having to try and paste a complete picture by filling in the blanks afterward.

Owners should be able to see these NEW calculations on request, since they differ from the original proposal.  Just because 137 owners in the estate voted for this RP doesn't make it correct.

Let Owners decide on 'in kind'

Now that we have  an UNDERVALUED RESERVE PRICE,  and a clause 8.1.3 that will make the lowering of this already low RP a strong likelihood - it becomes even more imperative that owners can switch to the 'in kind'  payment option in order to preserve the equity in their homes. Now 1-for -1 payment need not necessarily be an exact exchange on a square footage basis, Owners should have the flexibility to have a smaller apartment and the remainder in cash on a pro-rata basis. It is for owners to look after their own interests - the forces out there want a cash sale only because it is more controllable and they have a vested interest in seeing it succeed. The CSA takes care to include contingencies that aid the Purchaser. There are no contingencies that protect the Vender. 

Look at it as a form of Insurance Policy: To protect ourselves we must insist on this 'in kind' payment option in case things turn ugly and owners are faced with a massive shortfall in a rising market, a forced downgrade or hitherto unknown tricks that may be employed to prize our asset from our hands. How much better it would have been for Waterfront View/Gillman Heights owners had they protected their flanks with this option. They could now be moving into a smaller but brand new Waterfront Waves/The Interlace apartment with the difference in cash. Their new homes would have been pegged to the present day market price and so would have lost no equity.   Instead, many are now back where they started 25 years ago; their replacement home is an old HDB with little or no cash in the bank to show for their efforts. Their prime land gone, their share in private property evaporated. 

Without an 'in kind' option as an insurance policy, I am afraid this collective sale becomes a high risk roll of the dice.   Forget about clause 8.1.14; it is complete garbage. Owners in Gillman and Waterfront were 'invited' and were shocked at the prices of the units offered. 

TWICE THE PRICE /HALF THE SIZE. 
Not only that, they were treated like dirt. 


RE: response from subsidiary proprietor to my post here :

Item 24 on my list: By LTSA , payment can be 'in cash or kind or both', yet the CSA only has a cash option.

His response was 'The situation of payment in kind is not being envisaged'

Why has it not been envisaged? What right has the sale committee to casually dismiss a statutory option - a vital option for some owners? Does the SC know how many would want this option? Have they sent out a single survey form on any matter, let alone this one?


The LTSA does not empower the Sale Committee to propose the Terms and Conditions of the CSA.  Owners were supposed to vote on those powers at the First EGM under a statutory resolution 'Powers, duties or function of the SC' but were inexplicably denied  that right.  I note that in 4.4.3 of the draft 2 CSA , the sale committee now seek to empower themselves to propose all the terms and conditions in the Agreement and this is done retroactively.  Is the SC proud of the terms it now proposes? 
  
Our  Minister of Law Mr. Shanmugam has explicitly stated that owners have the ultimate say and that the sale committee must act in accordance to the owners wishes as stated in the CSA. (Second Reading of the LTSA Amendment Bill, 18 may 2010): 

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"A Sale Committee has to act in accordance with the mandate specified in its CSA. Thus, it really depends on what mandate is given to the Sale Committee."

"Owners have the ultimate say, they can ask for what they think is necessary for the process, or for them to participate in the process."

"The real point is that owners are free to adopt these measures if they are suitable for their particular circumstances. Thus, the ultimate choice is with the owners themselves on how the sale should be conducted."

I  sent in my request to have this 'in kind' option put to the vote in a resolution in the EGM 3, but it was binned.  The sale committee has ignored this owner's serious proposal but took care to insert inconsequential resolutions, such as 'allowing free  access to the meeting room' instead.

 The CSA has not yet been approved and so the sale committee does not have the power or sanction of 4.4.3  to propose all the terms and conditions.

I am resubmitting my request for the '1-for-1 exchange' and 'reaffirmation of sale price' to be included in EGM 4 as resolutions to be voted on by the owners. In Shan's words; I am asking for what I think is necessary for the process.  The ultimate choice is with the owners - not me alone,  not the sale committee, not the Solicitor and not the marketing agent.

SC Meeting: 01 Oct 2011

To be fair, this was a sale committee meeting - not a 'meet-the-blogger' meeting.
It started off friendly enough, here was an opportunity to ask real questions, stupid questions even, but after a while, it became clear I had more questions than they were prepared to answer, and the resistance set in.  This is what always happens so no surprises there, it's all right to ask questions, so long as there are no more than 3. But I always have 20 where another person has only 1 and people's patience quickly wears thin. I went in armed with over 100 questions typed out but lost the plot early. I failed, simple as that.  I know as little now as I did 3 hours ago*.

Note to self: never attend any of these meetings again, especially on my birthday.  

There was a suggestion to meet the solicitor privately. I have thought about it and I think not. Questioning ought to be done in public where the owners can hear the answers for themselves - or the non-answers as the case may be. I am also wary of the legal position that that might put me in vis-a-vis this blog. Quoting or misquoting him is out of the question, as that would open me up to being sued.  I have  already been warned as much.  So there is no point in me asking the solicitor anything directly as a) I can't relay the answers  and b) I might be stonewalled with the stock reply about the solicitor in an en bloc being there to advise the sale committee only and not individual SPs. So, today's meeting was a waste of everyone's time, mine included.  A second reason is that owner questioning at the EGM 3 was stopped and deferred to this meeting. Observer questioning  at this meeting was curtailed and deferred to EGM 4.  I am being given the run-around so this is what I am going to do:

• I may or may not post a list of questions on this blog, but only after the next draft CSA has been issued to all owners.
• They can do with it what they like. This blog is not the 'voice of the people', not read by all owners and if they attach importance to it then that is their look out.
• If the sale committee answer any of the questions, they should state whether it is a layman opinion or whether it is after consultation with the lawyer.

I was asked whether I was pro-sale or anti-sale. That is the wrong way to look at things, especially at this point. A Sale cannot be a Sale at any cost.  If the process is done well - and by that I mean ethically and not merely complying with the Schedules - then there will be nothing for me to pick on. As it is, there has been a bumper crop of irregularities, missteps, fumbling and bumbling from day 1, topped off with a draft CSA from hell.

I shall most probably be overseas when the next EGM 4 is called. I wont be there to ask annoying questions and waste everyone's time.  It is only when I come back and see that the CSA  has been approved in all it's glory, only then will I  state up front and put at the top of this blog that I am in the anti-enbloc camp, because that's when owners really make up their minds.

*Actually, I found out a couple of interesting things, but more about them later.