Time for a quick stroll down memory lane.
Our ex-neighbour, ex- sale committee member and ex-employee of our present Marketing Agent has a very snazzy website up and running. There is a section on
Tampines Court where she sets out the reasons why the TC Round 1 collective sale failed. Her facts are incomplete and her summation wrong.
It is very tiresome for me and for everyone - but really this issue has to be put to bed once and for all.
The chronological order of eventss can be found
here.
Let's look at her version (in blue), my correction (in red):
Tampines Court En Bloc sales history at a glance
By the regulation of Strata Titles Board (STB), the deal of S$405 million for Tampines Court collective sale was closed by the deadline July 25, 2008, which was opened in 2006.
The deadline was indeed 25 July 2008 - the date of expiration of the Qualifying Certificate & the Sales & Purchase Agreement.
Factual error: The sale was not opened in 2006 but on 28 Mar 2007
The delayed deal was then trapped under the STB deadline.
While the signing date of the deal was July 25, the last hearing date was August-7.
The board made a rough date on June 16 to 18 after listening to the sale objectors taking into account of the availability of all parties and the board members.
The issues are that until the hearing is conducted, the collective sale cannot be sealed and signed.
The reputed dailies understood that the sale committee was willing for a date change- the Frasers Centrepoint and Far East Organization would not extend the deadline for completion.
It was within the Buyer's power to extend the deadline if they so desired. The Sale Committee wanted the extension badly but the Buyer wrote a letter to the SC stating that they did not wish to extend. This happened on 27 June 2008 - one month before the deadline. Extending the deadline would have allowed the proceedings to continue at the preferred dates and crucially, would have allowed the Buyer to pursue the sale through the High Court aka Horizon Towers. Earlier, On 19 Jun 2008 the Buyer had also refused to amend the S&P to take out the BETA SUM - which was the achilles heal of the whole deal. The Beta Sum was a problematic $10m contingency sum hived off the Sales Price to pay off the multiple SPs in Financial Loss & Shortfalls. The Beta Sum was unprecedented in any collective sale and posed huge problems for the SC. They engaged 2 senior counsels in quick succession to try to argue to it's legitimacy but the Tables they produced showed how erratic, non-transparent and unfair the distribution of monies would have been. It was the BETA SUM which sank the sale - the 'bad faith with regard to method of distribution'.
The collective sale agreement was going to lapse on July 25. The developers had the option to easily walk away from the deal, which is less compelling.
What does she mean less compelling? The Buyers chose to walk away a whole month before the deal's deadline- probably because winning at the High Court seemed remote. The Buyer paid stamp duty on the Beta Sum which meant it would be seen as being part of the sales price and not separate as argued by the senior counsels. There was no provision in the CSA for a Beta Sum and so it was completely illegal.
This deal failure brought a smile to some of the owners of the estate. When the privatized deal is going on S$550 to S$700 psf, they were offered with only S$430 psf.
Probably, the deadline crisis was made by sales committee for some reasons.
Since Ms Goh's source of information was probably the newspaper articles at the time - she would not have known the complexities of the sale. The media had no clue what was going on.
The sales agreement and all conditions were met on July 25, 2007, but the committee delayed for forwarding the deal for the approval of STB until Jan 7, 2007.
Factual error: the application was made on 07 Jan 2008. not 2007
The committee informed that it was waiting for legal challenges over the Gillman Heights sale.
If Gillman Heights sale was halted for the majority consent issues, the Tampines Court would be futile.
Factual error: what does 'majority consent issue' even mean? The Objectors main issue was the date of TOP/CSC for HUDC estates. The STB delivered it's decision on 21 Dec 2007 in favour of the sale.
The minority owners of Gillman Heights appalled (appealed) to the High Court claiming that the former HUDC estates were not under the en bloc sale. Being an HUDC estate, any claim against the Gillman Heights might dismiss the deal.
The Justice Choo Han Teck declared the HUDC estates can be arranged (?) for en bloc sale if the requisite conditions are met. This also cleared the way for the collective sale of Tampines Court.
The register of STB pointed out about the deadline and the committee has spent time (had wasted) waiting for the ruling of the High Court. The committee did not have enough time for the ruling before the date of expiry. He added that this is an eventual risk that they would have to accept.
(I have my own theory why the application to the STB was delayed - the 80% included at least 4 conditional signers who had been promised higher sums for their signatures. Once the objecting minority put out a letter informing the remaining SPs that they need not sign then the signature collection halted. The conditional signers were probably dropped and so the consenting majority fell to below 80% and so no Application could be made at that time).
Ku Swee Yong, a director of business and marketing development, declared that the cost of construction and development have been increased many times after the deal was launched in July.
Unsurprisingly, the project was losing its attractiveness in the market- he added.
At $260 psf ppr - the estate was dirt cheap - Mr Yong was talking through his hat. Waterfront View was sold for $255 psfppr and the Waterfront Collection sold - not at the rule of thumb double at $500 psf - but at $700-850psf. Massive profits. Gillman Heights was sold at $363 psfppr and the new development units at around $1050 psf.
The remarkable proceedings
March 25, 2007– The sales committee of Tampines Court entered the purchasing deal with Frasers Centrepoint and Far East Organization.
July 25, 2007- The terms and conditions fulfilled.
Jan 7, 2008- The sales committee applied for the approval to STB, and minority owners raised the objection and filed it.
Missing facts:
29 Feb-09 Jun 2008 :
- Mediation. The mediation failed and the objection to the sale went forward to the next phase - 4 days of Hearing before a 5 member STB panel. Remember, the STB panel in 2008 acted like a proper Court of Law with lawyers on both sides / discovery / witnesses / cross examinations / expert witnesses etc.
June 16 to18-
Missing facts: 4 Days of STB Hearing :
16 Jun: Day 1 of STB Hearing
- Opening Statement by Senior Counsel for the Majority
- Cross Examination of Majority Lawyer
- Cross Examination of Majority Accountant & Beta Sum Table (A2)
- Cross Examination of Sale Committee Member
- Cross Examination of Property Agent
17 Jun: Day 2 of STB Hearing
- Cross Examination of Property Agent cont. (his last words were " Actually, at that moment in time (whether or not to go after a higher bid) the sales committee was totally confused on what to do")
- Cross Examination of Managing Agent
- Cross Examination of Majority Valuer
18 Jun; Day 3 of STB Hearing
- Interlocutory Application
- Cross Examination of Minority Valuer
The STB sets the hearing for August 7.
Ms Goh thinks there was only 1 Day of Hearing when in fact there were 4 in total. It was the 4th day of hearing that was originally scheduled for the 7 Aug but later rescheduled to 21 Jul - 4 days before the deadline)
19 Jun:
- BUYER DOES NOT AGREE TO AMENDING THE S&P
23 Jun:
- Interlocutory Application to Amend Application (in chambers) Application withdrawn
27 Jun:
- BUYER DOES NOT AGREE TO AN EXTENSION OF TIME
June 30- The sales committee applies to bring the date of hearing before sales expiry date of July 25 This was the Interlocutory Application to bring forward the date for the adjourned hearing. The Committee were now desperate, panicky even; the Buyer was not cooperating and was clearly opting out of the sale.
02 Jul:
- Minority objection to bring date of hearing forward
09 & 10 Jul:
- Arguments for and against presented
July 11- The request of the sales committee was dismissed!
This is where poor Ms Goh thinks the sale was dismissed!
Not so......
Jul 11-
- Application to bring the last day of hearing forward dismissed by the STB.
16 Jul:
- Sale Committee apply to the High Court to have the Date of the last day of hearing brought forward (High Court originating Summons 941 2008/P). This was the Sale Committee's last ditch effort to get the last day of hearing and final judgement out before the sale expiry. They were on their own - the Buyer was just waiting for the clock to wind down.
18 Jul:
- High Court originating Summons 941 2008/P
HIGH COURT ALLOWS DATE TO BE BROUGHT FORWARD to 21 Jul 2008
21 Jul: Day 4 of STB Hearing:
The Sale Committee rejoiced in getting the hearing date before the expiry even though this was prejudicial to the Objectors who had only 2 days to prepare instead of 2 weeks. They still had hopes of securing the STB approval for the sale by the 25th July
- Cross Examination of Sale Committee Chairman,
- Cross Examination of Minority Witnesses
22 Jul:- Minority Oral Submission
23 Jul: Written Submissions
So Tampines Court went through the full STB process at that time.
25 Jul (afternoon) : FINAL JUDGEMENT (oral though a written judgement would follow if necessary) :
STB DISMISSES SALE: GROUNDS FOR DISMISSAL: LACK OF GOOD FAITH IN SALE PRICE & METHOD OF DISTRIBUTION
Sale Committee were in shock and looked thoroughly dejected. The judgement was delivered before expiry as the SC had wanted but the judgement went against them. They had gambled and lost. The SC did not run out of time, all proceedings were completed.
25 Jul (midnight): QC expiration, S&P expiration
Mixed reaction form the Majority - some rejoiced, others cried.
TC would not be here today without the Objecting Minority of 2007.
In 2011, Tampines Court again went for en bloc sale 2nd time
The second attempt of collective sale was dismissed having failed to collect the required acquisition from the minority owners.
No details whatsoever even though she was heavily involved in this enbloc attempt. It was shambolic from turbulent beginning to miserable end.
