TC Titanic

Question: When is a Deadline not a Deadline?

Answer: When the Developer decides not to exercise his right to rescind the Sale after the deadline + extension period have passed. Owners are left swinging in the breeze because there is nothing in the SPA that says we have any rights to withdraw from the sale at all, at any time, for any reason. All our rights as Vendors were happily crossed out. Our Team handed TC to the Developer on a silver platter with no strings attached. I warned about this in 'Waiting for Godot' and we have proof positive now that this is the case with the recent Legal Letter dated 30 Jan 2018.

The OPP deadline came and went. .....yet the sale goes on. Notice the 'check'  in the box regardless of the fact that 'OPP not obtained by deadline'. 

With every deadline that passes the Developer can simply ignore it without penalty and the Sale Goes On and on and on and on. All deadlines + extensions have the same wording so they are all clearly claptrap. There is no long-stop date that will stick.  Look at page 2 at the bottom under the box. See what it says there? Aren't you outraged?  Funny how this wasn't highlighted to us at the Aug 25th meeting. Hmmm

Back to the Legal letter:

So, despite our Lawyer saying at the SP Meeting 2 on 25 Aug 2018 - and I quote from my audio (27.59)

"Just to highlight again, if the Top-Up premium is way more, or more than $115m - then there's NO SALE"

The LUP ceiling has been well and truly busted, it's definitely 'way more'... and yet the Sale Goes On and on and on..

On the POSITIVE side; the Letter made no reference to SPs having to fork out the difference and it is still up to the Developer to take his sweet time in deciding to pay the LUP or not.

But I also reserve my right to change my mind about that last paragraph.

I don't trust them one inch, never have and never will.

(The Titanic reference is to the song 'My Heart will go on' from the movie - I did not mean that the enbloc is going to sink. It won't. We are locked in and will 'go on' unless SL decides to bail)

Panic in the Ranks

Is there a mysterious letter winging it's way to us as we speak? Some claim to have received it and the news within is not good (or wonderful depending on your viewpoint).

I have NO OPINION on this at the moment as my letter box today  yielded nothing but a letter from the CPF and a Changi Beach Club newsletter.

Someone sent me a very blurry image of the Letter - it's official all right. Can't quite make out the LUP figure but the deadlines are pretty much what I worked out on my Milestones post (since edited to put in the official dates).

Will check my letterbox later.

Is there a SP meeting in the offing?

From an Anonymous comment:
Take it as you will

I disagree that we should have to chase after them individually for information. This is an enbloc and as are our so-called representatives we should be receiving weekly updates at the very least.  They had from 2015, when they started this attempt, until now to get their PR machine up and running. Starting FB, deleting vital posts and virtually abandoning it to voices in the wind is sub-standard service. This 'SP meeting' had better not use MCST funds and they had better have something to say other than everything is 'in progress'. 

Mandarin Gardens Jan 2018

STB Objection

Last day for objections to be submitted to the STB was 18 Jan 2018.


One solitary Objection was made

Already the CSC are acting dismissively. An Objection is not a waste of time to the Objector.

Waiting for Godot ( 等久久 )

FYI: Waiting for Godot (pronounced God-oh) is the title of a play by Irish playwright Samuel Beckett in which 2 characters wait for a person named Godot under a tree for the entirety of the play,. Godot never arrives.

via GIPHY

Guys, you do know of course that there really is no end date to it all. we are now at the mercy of the Developer and whatever he decides to do. 

Because ....

Can anyone show me a clause in CSA which puts the CSC in the driver's seat with regard to rescinding the Sale?

No? Because there isn't any.

Can anyone show me a single line in the SPA which allows the CSC to rescind the Sale?

No? Because there isn't any.

Even after the 8 months are up and he still hasn't completed the Sale, like the lovers on the Titanic, their Sale will still go on.

Please take not of the wording, for example, on pg9... 'may be  entitled within...after the OPP deadline ... at the purchasers option ....to rescind the Sale. '

So he 'may' but then again he 'may not'.

He might 'opt' to rescind, or he might not.

There is nothing about the CSC taking back control and giving the Buyer his marching orders.

The Buyer, Sim Lian group,  is a well established local developer formerly listed on the main board of the stock exchange of Singapore but was privatised and delisted from the SES w.e.f 1 Nov 2016. 

Let's hope we will be treated with some respect and the Buyer will do the honest thing and complete the Sale sooner rather than later.... all I am saying is that they don't have to.

We just don't know when that train is going to stop, do we.

AS IT STANDS, WE ARE STILL WITHIN THE VERBALLY STATED (with slides to boot) 
'3 MONTHS FROM SALES ORDER TO COMPLETION DATE'
THAT RUNS OUT ON 3 APR 2018 
SO LET'S GIVE THEM THE BENEFIT OF THE DOUBT AND 
SEE IF THEY CAN MAKE IT WITHIN THIS 3 MONTH WINDOW 

Shunfuville's last day

Timeline: 
SPA: May 2016
High Court & Court of Appeal
Final Decision: Feb 2017
Completion date: Jul 2017
Final day to move out (end of 6 months after Completion Date)

18 Jan 2018

Rounding up SSD matters.

So, what happened to the SSD owners? I do not personally know any one with a SSD issue so I can only glean what happened next from the sparse information eked out to us on the occasional up update.

It seems after contacting the IRS and pleading their case, they might have gotten a reprieve until after the STB Sales Order. A few months to gather the cash is better than 2 weeks. On 2 Jan 2018 (Sales Order Date) , the FB informed affected owners that they would be contacted soon by the lawyers. 

So the money is probably due now. 

Good luck to them. We might all find ourselves in this boat soon enough if we are unlucky enough to move to an estate which starts up an enbloc attempt soon after. I would fight it tooth and nail, of course, and bring the SSD issue to the forefront. 
My sales proceeds minus $270k? Not on your nelly!

Actually, someone posed two interesting questions (below) to me on this blog. someone who is obviously going through a collective sale and is affected by the SSD issue. 

My answer:

Hello,

Thank you for your kind remarks about the blog - it was never meant to be a source of information but more of a commentary on the ongoing events in my estate since 2007. 

The IRAS will never waiver or reduce the SSD owing. The Law was crafted to reduce the flipping of property by making it unprofitable to do so. Unfortunately, the instrument used was too blunt and genuine, innocent homeowners have found themselves caught up in the net. The Government will have to be pressured into making changes - the same way it was pressured to change the LTSA in 2010 by people complaining to the MPs. letters to the Press, the Straits Times highlighting the issue and gutsy Minority SPs taking the matter to High Court. 

Q: Do you think there is any way that the CSC could have crafted the method of apportionment to cater for owners affected by SSD - in such a way that the eventual proceeds received are equal?

There is no 'one size fits all' method of apportionment. The CSC should propose a method that should not disadvantage one group of owner over another. Having gone through many collective sale EOGMs I can tell you one thing - everyone is looking out for themselves and it would be a hard sell indeed to get the majority of owners to part with even a small portion of their sales proceeds to pay other SPs' tax bills. People will argue that they knew the estate had enbloc potential when they bought it etc. I suppose it depends on the size of the estate and the number of units affected by SSD. If it is a deal breaker, they might consider working the SSD into the MOA formula. It is not impossible for them to do so - but my experience of human nature so far is that people are tough nuts when it comes to money.

But would it fly?

From a  Minority viewpoint, I would say that if the CSC adopted a MOA that favoured SSD owners, then that would be a very strong  reason to make an objection (aka Gilstead Court)'. If they accommodated SSD owners, why not those with recent renovation, why not pay someone's outstanding property tax, or MCST debt? No that door should never be opened in my opinion.  I would say it disadvantaged the minority and might be construed as 'objectionable' by the courts. 

Second Q: Do you think that the unequal amount received by SSD affected owners are grounds for objecting to the method of approval?

I think not because it is not the CSC's fault that the tax laws are crafted as they are. There is no obligation in Law for the CSC to make good all owners' tax or personal debt when considering the MOA.  It would be outrageous to do so. The LTSA is for the protection of Minority owners only and  those especially facing financial loss. The LTSA is clear on what constitutes financial loss and SSD was not envisaged at the time of drafting.

It is not financial loss 'by reason only that his net gain from the sale of his lot will be less than other Subsidiary proprietors'  LTSA Fourth Schedule

.. and that, my friend, is that. 

The SSD issue has never been tackled at High Court - but if it were, I would put my money on the SP losing the case. It's a bitter pill to take - and one I hope will not befall me in my next home. 

All in my humble opinion, of course.

Cheers

One person's windfall is another man's downfall

Blogger's Best Guesses on Timeline

Milestones (not official)
Estimates^  are just this Blogger's best guesses 
Deadlines# are worked out from the SPA. 
Latest is SPA timeframes including extensions (if any)
Actual refers to Date of execution

Note:

• I have not factored in the LTA Application & Approval because it's not in the SPA and besides, it does not make a difference to the long-stop date of 7 months + 1 month from SPA Date
• Deadlines do not mean what you think. The deadlines are not there to protect us, they are there to protect the Buyer.
• Long-Stop Date: 'If the Developer fails to rescind after the deadline passes - the SPA continues to be in force.'  I read this to mean the SPA has no end date and the Vender (us) has no exit clause.

1	EOGM 1 and election of 10 CSC members		26/09/15
2	EOGM 2 and Selection & Appointment of MA & Lawyer		19/03/16
3	EOGM 3 To consider the Terms & Conditions of CSA, and Reserve Price set at $739M		25/06/16
4	First Signature to the CSA		25/06/16
5	Statutory Notice	42.14%	22/07/16
6	Statutory Notice	44.46%	22/08/16
7	Statutory Notice	45.71%	22/09/16
8	Statutory Notice	45.91%	24/10/16
9	Marketing Agent gives notice of intent to resign		21/11/16
10	Statutory Notice	46.25%	24/11/16
11	Resignation of marketing Agent		30/11/16
12	Return of Marketing Agent		24/12/16
13	Statutory Notice	46.43%	06/01/17
14	Revision of RP : $840M		06/01/17
15	Statutory Notice	51.79%	03/02/17
16	Statutory Notice	55.89%	02/03/17
17	Statutory Notice	55.89%	29/03/17
18	Statutory Notice	56.07%	25/04/17
19	Revision of Reserve Price to $952M		28/04/17
20	Statutory Notice	73.21%	23/05/17
21	80% crossed	80.00%	01/06/17
22	Statutory Notice	81.79%	15/06/17
23	Last legal day to sign		16/06/17
24	End of Period 1		24/06/17
25	Statutory Notice	81.79%	30/06/17
26	SP Meeting 1: update on percentage and tender information		01/07/17
27	Tender Open		05/07/17
28	Statutory Notice	82.50%	14/07/17
29	Statutory Notice	82.50%	08/08/17
30	Tender Closed with 1 Bid		15/08/17
	Bloggers Reading of SPA Only                 NOT OFFICIAL	Estimate^/ Deadline#	Actual
1	Sold for $970M "SPA DATE"		22/08/17
2	Payment of 1st tranche of Deposit	31/08/17#
3	Lessor Approval(CSC)	26/09/17#	15/09/17
4	Letters of Authority
5	RPA approval : Clearance Certificate (Buyer)	20/09/17#	15/09/17
6	Stamp Duty Certificate (Buyer)	20/09/17#
7	SP Meeting 2 to provide information & update on number of bids & S&P conditions (CSC)		25/08/17
8	Last date of submission for SSD owners /deferment email from IRAS to affected SPs	05/09/17#
9	Advertisement in local newspapers in 4 official languages (CSC)		18/09/17
10	Notice of Sale to all SPs by registered post (CSC)	02/10/17#	25/09/17
11	Application for Sale to STB within 14 days of Advertisement above (CSC)	07/10/17#	27/09/17
12	Objections, if any, within 21 days of Application for Sale Notice	26/10/17#	25/10/17
13	STB Notice on Proposed Constitution of STB Panel		22/10/17
14	Date of 1st mediation.		28/11/17
15	One Objector withdraws (left 3 in total)		03/11/17
16	Date of 2nd mediation / Notice of Stop Order served on Objectors		21/12/17
17	Objections withdrawn	28/12/18#	28/12/18
18	Sales Order Issued by STB	22/08/18#	02/01/18
19	LTA Traffic Impact Study (Buyer)
20	OPP Application                                  (Business Times 5 Feb 2018)	Dec 2017
21	OPP Approval	19/01/18# (busted)	Open
22	SP Meeting 3 to answer owners questions/update on sale progress		24/02/18
23	Baseline Confirmation Application
24	Baseline Confirmation (deadline)	27/04/18#
25	SLA Top-Up Consent Application
26	LUP Application after SLA Top Up Consent Application
27	LUP Approval (deadline)	27/04/18#
28	Payment of 2nd Tranche of Deposit after Gov Approvals
		Deadline
29	Last Date for Government Approvals	27/04/18#
30	Date of Legal Completion (3 months from Approvals)	27/07/18#
31	Sales Proceeds by bank draft (minus the retention sum)	27/07/18#
32	Last Day to Move out (6 months from Completion Date)	27/01/19#

Government Approvals

(Maybe not exhaustive)

Government Approvals	Useful Websites
Lessor Approval	President of Singapore (Min Law?)
RPA Approval	Housing Developer's License (URA)
	Qualifying Certificate (QC) (SLA)
PAFS (Pre-Application Feasibility Study)	URA Circular on PAFS (URA)
	Guidelines (URA)
OPP (Outline Planning Permission)	Application for OPP (URA)
Baseline Confirmation	Development baseline Guide (URA)
	Electronic Development Application
	Development Application using Corenet
SLA Top Up Consent	Application for Lease Extension /Renewal (SLA)
LUP (Lease Upgrading Premium)	DP & Lease Top Up (SLA)
	Differential premium System (DP) (SLA)
	Development Charge Sector Map & Rates
Letters of Authority	MCST permission to enter the estate at any time for any reason

FB confounds matters even more

Following charts and editorials were updated 12 Jan 2017

Ok, snooze time over.

Instead of illuminating SPs on the Timeline, the CSC has managed to confuse us even more. One very astute guy posted a very interesting observation on the Timeline given by our MA at the SP meeting in Aug after the sale.

At that 25 Aug SP Meeting 2, we were led to believe by the MA that the 3 months to completion started from the SALES ORDER. We all have a pic of the 'MA Timeline' on our phones which proves my point. (I also have audio).

I went back to the 01 Jul 2017 SP Meeting 1 and, sure enough, I have a photo of another slide . It said ' Scheduled Completion date 3 months after 100% consent OR 3 months after LTSA Sale Order' On top of that I have the audio record of my questioning the MA about the Completion Date and  repeatedly nailed him to his 3 months from Sales Order mantra.

Now we are told that the 3 months to completion starts from the the GOV APPROVALS which is a whole different kettle of fish - and we are told to go  back to the SPA and work it out for ourselves.  We either do that or sit and wait for the next update in god knows when. This is the kind of leg-work we expect to come from our CSC members (at least make some effort, boys, you  haven't produced a single chart to date), MA and lawyer. We should not be told to go work it out for ourselves ['Please refer to the S&P that was given to all SPs for the various deadline for the various applications'.FB 9/01/18]

Hopeless, completely hopeless. look at the Florence Regency enbloc website and weep

I will give it a whirl - but I don't guarantee anything - as the so-called SPA is a shambolic disaster and a real nightmare to read. It's just a heavily edited tender application with reams of lines crossed out and others added in. If we had been given a clean copy perhaps we could have seen the  omissions and pitfalls earlier.

On to the 'Approvals':

First there is the LESSOR APPROVAL:
Tampines Court got the Lessor Approval on the 15 Sep 2017. I still have that FB screenshot thanks to another SP. The Lessor Approval is just TC getting the go-ahead from the president of Singapore (sounds stupid I know).

Next comes the RPA Approval (Buyer): We KNOW they got the RPA approval on or before the 15 Sep because they told us on FB. The Buyer has to get a Qualifying Certificate or Clearance Certificate (RPA Approval).

Letters of Authority:
Ok, found it... 10A of the SPA . Basically MCST consent for the Buyer to enter the estate at any time to do anything necessary for the sale. It is 'from' the SPA Date.

Then comes the OPP Application (Buyer)

The new LTA PAFS requirement might have caught them off-guard and put a spanner in the works; they couldn't proceed with OPP until this approval was granted.

SLA Top Up Consent after the OPP Approval
Baseline Confirmation  after OPP Approval
LUP Application  after the SLA Top Up Consent Application

Anyway,

Well with this new, shocking information I have gone back to the SPA and made an attempt at the EARLIEST and the LATEST possible Timeline. 

Actual Approval will be somewhere in between*

Please note, this is just little ol' me playing about with spreadsheets again, and the maximum Timeframe looks damn scary. I trust we will NOT have to wait until Jul 2018 for the Completion Date - but as I have said before, I don't trust this team one inch and it is entirely possible we might have to wait that long.

These things conveniently come out only after the STB.

WARNING: MAY CONTAIN ERRORS - READ AT YOUR OWN RISK (especially old guys with dicky hearts)

These charts and editorials were updated 12 Jan 2017

* I must acknowledge Busybody here, we all ignore him as he is like a mosquito buzzing about our heads with reams of illegible comments (what format is he using?), but he kept harping on about LTA  non stop and so finally I followed his link. I believe now that the LTA Approval is the hold up in the chain of events. The CSC are locked into their SPA deadline framework of 8 mths max. Completion might very well be in Jun/Jul 2018 after all.

Those Pesky Permissions

So, it looks like very little was going on behind the scenes whilst we were going through the STB process (27 Sep 2017- 02-Jan 2018).  The letter is a whole load of nothing.

It was announced on FB (I forget when exactly as they have deleted all the old posts) that the Lessor Approval & RPA Approval had been obtained and so, the STB sale order is the only new news, except that it's old news now.  

From what I can gather the necessary Approvals are:

1. Lessor Approval ( from The President of Singapore)
2. Letters of Authority (from the MCST)
3. RPA Approval 
4. PAFS from LTA
5. Baseline Confirmation from URA
6. OPP from URA
7. SLA Top Up consent from SLA
8. LUP (Lease upgrading premium) from URA

The Timeline is very generous to the Buyer and there are time extensions as well. 8 months in total from S&P from my calculation.

I am going to do a new post on these permissions as I am rusty and have accidentally deleted all my old posts when I deleted the label 'Pitfalls & Process".

FYI:   TC Enbloc  Round 1 got this far, and their approval rate was speedy ...

Party Pooper

Folks - don't celebrate just yet because we are not in possession of all the facts. There is still the open issue of the LUP (Lease upgrading premium) and the cap of $115m that Sim Lian imposed.

What if the cap has been breached and we have not been told about it?  If the LUP is greater  than $115m then who pays the difference?

I do not trust this Team one inch, there are many ways to skin a cat and maybe this is one way to claw back $50k from each and every one of us. I protest for the following reasons.

1. There has to be some certainty in a collective sale, when an S&P is signed a sales price is AGREED and owners know what they are getting. Their Sales Proceeds are calculated using an agreed method of distribution and the amount is there is black & white in your bundle of documents. 
2. There is a reason why the S&P did not specifically spell out what would happen if the ceiling was breached; to do so would have inserted uncertainty and that could have sunk the sale through bad faith in the matter of sale price and method of distribution. 
3. It is my humble opinion that the CSC has no power to reduce the sale proceeds of owners at this stage by any amount (bar payment for extra legal fees).  There is no provision in the CSA that allows them to dip into people's pockets without their express permission. If there is such a clause, I would like to know why it was not explained to owners. 
4. The RP may have been set with an eye on the DP (how do we really know, we were never shown the RLV) but the Owners are under no obligation to pay the DP. It does not factor into the costs & expenses of the collective sale. 
5. Tampines Court was sold for $970m - which is just $10m above the reserve price. According to the CSA, the CSC cannot sell the estate for less than the RP without first seeking owner approval - doing so only after the sales order is tantamount to circumventing the rules and duping the owners.

How  then to bridge the difference, if there is one, without robbing Peter to pay Paul?

Possible Solutions:

1. The MA should shoulder the difference since they are the ones advising the CSC and assured  us all that this LUP was conservative and safe.  If the LUP is, say $145m, then they have gotten their math horribly wrong and should pay the penalty.
2. The Buyer can choose to pay up or let the deal die. The DP is the Buyers business after all, and not the Sellers. So, they should like it or lump it in my opinion.
3. The CSC can ask for voluntary donations from willing owners. 
4. A mix of all the above

I may be stirring up a storm here, but this matter ought to be known by now and we should know if we are getting the exact sales proceeds stated in TAB 6 of the Bundle of documents. This was done by the Valuers on 30 Aug 2017 based on a sales price of $970m excluding DP for site intensification and lease top-up. The method of distribution has been set, the sales proceeds worked out and we should all be safe in our beds knowing that what is written is what we will get.

I am throwing the ball (or bomb) into the ring; it's the final unresolved issue that can sour the sale in owners mouths,  

What is the DP? 

Are we getting our published sales proceeds as promised ?

* I have asked the question (Jan 3rd) on FB - lets see what the answer will be.
Question 2 days days posted- still no reply
Question reposted today (5th Jan)

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