Jan 3, 2012

Collective Sale Agreement : EGM4 Draft (9 Dec)

The following list of changes to the draft CSA may not be complete:
*Additions in New Draft
*Deletions in Old Draft

Definitions
"Agreement Date": seller  changed to Seller
"Completion date" : , whichever is the later date
"Date of Vacant Possession":  or Clause 9.2  (Actually, I think this is an error)
"Encumbrance": .... or other statutory charge,
"Gross Sales Proceeds": to be
"Land": 65,232.40 , 589, 67
"Net Sales Proceeds": to be
"Outgoings": in respect of each unit
"Purchaser" : and common property of the Development
"Sale Contract" : to be, and  arising from .........contract
"Sale Contract Date" : deletion of (which is the date of ..... as the case may be)
" Sale Price" and common property of the Development
"Sales Proceeds" : that would have been, and  on the Completion Date

Agreement
2.5 : (in terms of.....Strata Act) and the terms of the Sale Contract and  treaty changed to contract
2.11 : or the Court of Appeal
2.12 : such Owners and   and and shall be bound by this Agreement. There is also a switch from Sellers to Owners and Owners to Sellers
2.13 : new clause

Cooling-off Period
3.1 : in accordance with the provisions of
3.3 : new clause 

Sale Committee
4.4.1 :  [up to a maximum of ...]
old 4.4.2: removed: referring to the appointment of other professionals as the SC deemed fit
4.4.7 : or against any Owner......where applicable
4.4.10 : new clause
4.4.12  : in the Collective Sale

The Representatives
No change

No Liability
No change

Solicitors and property Consultants
No change

Sale Terms
8.1 : under a .... which shall include
8.1.1 :  any other mode of sale deleted
8.1.2 : and common .... Development and or is further ..... the Development
8.1.3 (b) : party changed to parties and deletion of be
8.1.4 :  on
8.1.7 :  or such other.... Clause 9.2; deleted
8.1.11 : treaty changed to contract and sale of the Development changed to Collective Sale

Sales Terms - Contingencies
9.2 deleted in Aug 23 draft which referred to Owners vacating their units at 3 months instead of 6 months as a condition of Sale
9.4 deleted in Aug 23 draft which referred Units to be delivered simultaneously as a condition of sale
9.4 :  (including but not limited....Agreement) deleted

Representatives and Warranties
No change

Covenants and Agreements
11.10: vote for changed to in respect of
11.11 :  'in his possession' deleted
11.14 : or such other document 
11.18 :to
11.21 : deletion of if the same has not been done and addition of and he will
11.22 :  he agrees deleted
11.24 : in accordance with......Sale proceeds and removal of against the Units 
11.31 : : and deleted
11.32 :  ;and 

Application of Sale Proceeds
No change

Duration of Agreement
No change

Enforcement of Agreement
No change

Taxes and Charges
No change

Miscellaneous
16.8 ; a numbering change

Schedule 1 (Strata Area of units) : complete though no total of strata area given
Schedule 2 (Method of Apportionment)
Schedule 3 (Terms of Appointment of Solicitors)
Schedule 4 (Terms of Appointment of Property Consultants
Schedule 5 (Members of the Sale Committee)
Schedule 6 (The Representatives)
Schedule 7 (Form of Appointment of representative to attend and vote at sellers meeting
Schedule 8 (Notice of Rescission)
Execution page (page / 30)

These are the basic changes, as far as I can ascertain.  It is for you and you alone to decide whether or not the CSA to be presented in the coming EGM 4 is good enough to pass ,and by extension, good enough for you to sign.


Itshometome's  interpretation 
Whatever follows is just my own opinion, I could be completely wrong. Don't expect me to be totally neutral because I will bear the consequences of this collective sale as much as anyone. If I have reservations then I have them for good reason. The devil is always in the details.

Looking back at the 23 Aug Draft I can see that some of my points have been addressed. I suspect my post (Collective Suicide Agreement) spooked them into tightening up their language and removing what could have been major stumbling blocks for many.  But did they go far enough? Have they managed to produce a document that wary owners are likely to welcome and trust?

The amendments: most of the changes were about filling in the blanks, dotting the i's, crossing the t's, and generally cleaning up an initial sloppy drafting. The tone, drive and substance of the document remain largely the same. The  major concessions/additions were:
  1. Land -  valuation - close of tender (8.1.2)
  2. Limiting the number of valuations  (4.4.1)
  3. Doing away with appointment of 'other professionals'
  4. Sellers meetings (4.4.10)
  5. Deleting any reference to owners vacating their units in 3 months
  6. Deleting any reference to owners having to vacate their units simultaneously
  7. Addition of extra words to 11.24
1) Take a look at clause 8.1.2 and note the new wording.  I believe this concession was a result of a battle won by the vice-chairman. If they had left it at that then we could rest easy in our beds, but they didn't. Linked clauses  can be separated by a few pages... so go take a look at clause 8.3. You will now see that this concession has been watered down, and that the SC can indeed sell at below the valuation at close of tender if it is with sellers approval.  The mechanism / timing  of this 'sellers approval' is nowhere clearly defined and I have a suspicion that owners are going to be asked to approve a lower sum long before any valuation is done. Apart form that, I have to query how it is even legal to sell at 'below the valuation' anyhow. Surely sellers cannot 'approve' to sell the land at an undervalue- that would be a grave disservice to the minority owners and in breach of their duty to sell at the best price (HT).

2) A way for the sale committee to get around a high valuation at close of tender is to quickly do another one.
It is often said that valuations are not science, there is an element of subjectivity involved.  Naturally, this argument is only employed by property consultants when it suits their purpose; low valuations are never wrong, only high ones. Nevertheless, they are important guides and a must-do before any sale of property. They are especially important in a collective sale as up to 20% of homes are being expropriated and at the very least, the 80% should not be able to sell the land for less than the 'independent' valuation.  It is supposedly meant to be a safe-guard against rogue owners/property consultants who would sell to the highest bidder regardless. If the independent  valuation turns out to be lower than the bid price, then all is well.  It is only when the valuation is high and the developers have underbid that the sale committee, under advice of the property consultant, will want to redo the valuation either by asking the valuer to reappraise his valuation or doing a completely new valuation with a second valuer. Do you agree with this kind of manipulation? Do you think that the LTSA valuation at close of tender was meant to be corrupted in this way? By agreeing to X valuations back-to-back and 'sellers approval' to sell at an undervalue,  (not to mention the supplemental agreement  to lower the RP),  are we just setting ourselves up like sitting ducks?

3) It is no longer explicitly written that the sale committee can engage limitless other professionals to enable the proper performance and discharge of its powers, duties and functions. But this won't necessarily stop them; because they will have to use their best endeavors to carry out their duties and give fulfillment to any of the terms or purposes of the Agreement or the Sale & Purchase Agreement.  For example, Clause 4.4.7 still allows for the engagement of solicitors or any consultants. They still might just go hay-wire on the spending.

4) 4.4.10 is a new clause showing their intention of inviting only the sellers (80%) to the meetings in the 3rd schedule 7(3),(4)
Here is the law:

Now this is where ambiguity comes in. There are 'subsidiary proprietors' meaning all SPs and 'the subsidiary proprietors' meaning a sub-group of subsidiary proprietors, in this case at least 80% SPs who have signed the CSA. The en bloc lawyer has chosen to make no distinction between the two even though they appear in the same sentence 7(3). Had the intention been that only Sellers (the 80%) were to be invited to these meetings then the definite article 'the' would have been employed at the second instance.

What is the rational for excluding up to 20% of the home owners in the estate? Do they not have a right to know what is going on?  Their homes are as important to them as they are to the 80%, do they not warrant some consideration?

May I remind the sale committee of their duty of even-handedness: (HT Court of Appeal)

136      The duty of even-handedness is a duty of impartiality that is implicit in Parliament’s recognition of the need to safeguard the interests of the minority in a collective sale (see [3] and [106] above; see also the 1998 Second Reading (at [127] above) at col 604). An SC’s position may be likened to that of a trustee who has to hold an even hand between the interests of different classes of beneficiaries under a trust (eg, capital and income beneficiaries) (see Philip H Pettit, Equity and the Law of Trusts (Butterworths, 9th Ed, 2001) at p 405).
and
The relationship between an SC and subsidiary proprietors
104      In our view, the SC is the agent of the subsidiary proprietors collectively in relation to the collective sale of their strata units. At the point when an SC is appointed to carry out the collective sale (inter alia, obtaining consent to the collective sale agreement; advertising, negotiating and finalising the terms of the collective sale with potential purchasers; and completing the sale), there is no question of it being appointed to represent the consenting subsidiary proprietors only, since at that point the process of signing up to the collective sale agreement has not yet begun. The SC therefore carries out the collective sale process on behalf of all the subsidiary proprietors collectively and has the power to affect the legal relations of all the subsidiary proprietors with third parties. The common law requirement of express or implied assent by the principal (see [114] below) is not relevant in the context of a statutory scheme, the very purpose of which is to allow the sale of the strata development against the wishes of the objecting subsidiary proprietors.


5) and 6) : Hurrah to this. These clauses were so appalling they just had to be removed. The Sale Terms- Contingencies have been reduced from 6 to 4. The remaining 4 ought to have been ejected as well.

7) 11.24 needs to be explained fully. Why? Because it is opaque.
We understand what Solicitors' costs, Property Consultants' costs are about (by the way, why the plural? we only have ONE property consultant and ONE Solicitor) and we can find out what Other Costs are from the  Definitions.
Here's the problem;  the Definitions lists Other Costs as  all moneys to  'any party'

This same worded clause reappears in the list of deductions found in Schedule 2 (Method of Apportionment) page 63 under #Contribution pursuant to Clause 11.24 and since the Solicitors' and property Consultants' costs are already accounted for, that just leaves contributions under 'Other costs'.

I am still very leery of Owners signing for unspecified 'supplemental agreements' other than that ordered by the STB or HC order under 2.11.
How many will sign up?
How much will they get? and
Who is going to pay for them?
Does clause 11.24 envisage these under it's 'contributions'?

I am equally leery of 8.1.12 for it's provision for  'separate agreements' with the purchaser. Our vice-chairman has written in a previous post that it means
8.1.12 : This clause is mean to provide “separate sale contracts with buyers by each seller” (if so required by buyer) but the terms of sale will be what has been agreed upon as collective sale – it would not lead to any seller getting a better deal.
but there should be no need for this. This is a collective sale, the law does not require separate agreements to the S&P. If the buyer thinks he can lower his property tax bill this way he will be disappointed to find that in a collective sale, there is just one property tax to pay.

Note at the bottom of 63 indicates that the list is not exhaustive ... and so we really have no clue  how much of our sales proceeds will be deducted to pay for miscellaneous items, big and small.

We need to have a more comprehensive breakdown of the Method of Apportionment Part II

What has not changed:
Owners are still agreeing to:
  1. Make the negotiating team's life easier by acceding to Purchaser demands in advance.   Compare  these concessions to the purchaser with our old 'S&P' whereby the sale committee in that instance not only got the Purchaser to pay for all outgoings but also secured a nominal $1 rental /mth for the 6 month duration. (8.1.8)
  2. Agree to let the Solicitors retain x% of their Gross Sales Proceeds for payment of outgoings they ought not be paying for in the first place (12.5)
  3. Pay a retention sum twice that of round 1 (8.1.10)
  4. Pay an even greater retention sum if the other sellers agree  (9.2) 
  5. Try for  more than 1 valuation  ( 4.4.1)
  6. Search for a buyer immediately and not wait for the 80% requisite majority. (8.4)
  7. Allow owners to sign separate agreements with the Purchaser (8.1.12)
  8. Allow owners to sign supplementary agreements other than that ordered by the STB or High Court (2.11)
  9. Go above and beyond the duties of a vendor and what is required by them in the LTSA  and help the purchaser in the redevelopment of the land (4.4.6).
  10. Further to this,  authorise the management council to aid the purchaser in the redevelopment of the land as it is the MC,  I am told, who may grant permission for the developer to enter into the estate to start demolition/digging/building of show flats etc (11.26) 
  11. Continue to pay full maintenance, even though the estate may be now dirty, dusty, noisy and dangerous. (8.1.8) 
  12. Bind themselves with 33 covenants (11)
  13. Surrender their liberty (and common sense) and sign any piece of paper shoved in front of them sight unseen. (11.7 & 11.21)
  14. Render themselves powerless with the most pernicious of clauses (second half) which  has been used successfully against other owners in other collective sales in a court of Law.  (11.21)
  15. Gag themselves (11.8)
  16. Accept full liability (11.4, 11.5, 11.6, 11.23, 11.29,14.1, 15,)
  17. Indemnify the sale committee (11.29)
  18. [The sale committee, in turn, indemnifies the Solicitor (Schedule 3)]
  19. Make the sale committee all powerful and themselves vassals (4.4 & 11.9 & 11.21) 
  20. Spend thousands from the estate's sinking fund to hold any number of EGMs for any reason relating to the sale (4.4.9)
  21. Sanction all possible High Court actions using their gross sales proceeds in the defense of the sale (5.2.6, 11.29)
  22. Require only the sale's committee approval to raise the RP.  They look forward to repeating the mistakes made by other estates (eg HT) (8.1.2)
  23. Allow the reserve price  to be lowered without knowing the time frame or the mechanism involved in securing sellers' approval (8.1.3(a))
  24. Be put in legal limbo if they withdraw their consent to the lower RP ((8.1.3(b))
  25. Continually inform the Purchaser of any change in address and telephone for seemingly nothing more that their own data collection.  (8.1.14)
  26. The fact that the completion date is wide open. Best endeavors necessitates Sellers approval. (HT, Gillman Hts). Extensions to extensions are routine  (9.1)
      THE EXECUTION PAGE
      I am rather disappointed by this scrappy looking page. The NOTICE OF RESCISSION page is so much better and why should that be?

      There is only provision for ONE owner. (and not much space for even that). So if a unit has two or more owners then they will have to sign separate pages.

      I would like to see a different kind of page with the names of the respective owners printed on one sheet (see the rescission page/29) to which they can put their signatures/dates /Place etc - so that the sale committee can see at a glance that this or that unit has been fully signed for and that everything is in order. We do not want to have half-signer 'mistakes' mucking up the Notices. 

      If an owner signs a supplemental agreement - where on the page can this be recorded?
      Where is the Place of signing?

      I would hope that any  owner interested in viewing the signed execution pages would be allowed to do so after each and every 4 week Notice.

      In Conclusion:
      I have highlighted in red my major areas of concern. There is insufficient legal protection for owners (indeed there is none at all), the covenants are too burdensome, the RP is too low and not guaranteed, the inclusion of a provision to lower the RP is worrisome,  the mechanism for lowering RP is vague and open-ended. Owners can sign for unspecified supplemental agreements. I worry that I might not get what is declared in the Method of Apportionment and that the actual gross sales proceeds will be lessened significantly. Multiple valuations at close of tender is tantamount to price fixing. There is no re-affirmation from owners. There is no fixed completion date once the S&P is signed. 

      I have said enough. I will join the silent 70% and will not register until after the quorum has been reached on the day. Then I will register and vote No.  

      From the management office:

          Quorum

          The sale committee has 12 months from the date of their election to get a CSA, ratified at an EGM, up and running with a single signature. We are at the tail end of that prescribed period with only 25 days to go. There is only one chance left to hold an EGM and this is it. Everything depends on the 30% quorum being reached on Sat 7 January.

          Will they make it?
          Judging by the turnout at EGM 3, there is a possibility that the pro-enbloc contingency do not in fact number greatly in the estate. 


          The quorum was reached with just 3 minutes to go, and that only because a lady turned up with a few proxies. Had the no camp owners declined to attend, or at least held back their registration until after the quorum was reached.. well, perhaps there would not have been an EGM 3 at all.

          But I am sure there are people busying themselves gathering proxies.

          ON THE MATTER OF REGISTRATION; this is what the managing agent has to say:

          Dec 21, 2011

          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 

          Dec 20, 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. 




          Dec 15, 2011

          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?

          Dec 9, 2011

          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.

          Dec 8, 2011

          STAMP DUTY NEWS

          8 DEC 2011

          Developers fear impact of targeted stamp duty

          GLS 1H2012

          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

          Dec 2, 2011

          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.

          Nov 24, 2011

          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."

          Nov 17, 2011

          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. 

          Nov 11, 2011

          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....

          Nov 7, 2011

          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
            .
            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.
            .
            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).

            Nov 5, 2011

            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.