Earlier today (16 December 2022), China-based e-commerce and port logistics REIT in EC World REIT (SGX:BWCU) held its extraordinary general meeting (EGM) to seek unitholders approval on the proposed divestment of 2 properties (in Stage 1 of Beigang Logistics, and Chongxian Port Logistics) to raise the amount (at least 25% of its borrowings) needed for repayment by 31 December 2022 – failure to do so will see the REIT falling into a default.
This was the first time in more than 2 years since I attended a company’s meeting physically, and it was good to meet up with unitholders whom I personally know in-person. I also had a brief chat with the CEO, Mr Goh Toh Sim before [I was surprised he remembered who I was, and thanked me for all the questions I have submitted; he also added he read the posts on my blog as well!] as well as after the meeting [where he came down from the stage and thanked me for my support.] Even though our conversations were brief, but he certainly came across to me as a very sincere CEO.
In this post, I’ll be sharing a brief summary of Mr Goh’s presentation about the proposed transaction, questions that were brought up [both by myself (4 in total), as well as by fellow attendees], along with responses by the management, results of the resolution put to vote, and finally, my thoughts.
Let’s begin:
Summary of Presentation by Mr Goh Toh Sim, CEO of EC World REIT
Questions Raised during the EGM, along with Responses by the Management
I have asked a total of 4 questions, and they are:
Question #1: The reasons given by the REIT for the proposed divestment of the 2 properties was that, for Beigang Logistics, it was deemed to be no longer attractive to tenants due to market trends, while for Chongxian Port Logistics, it was deemed to be an ageing property with extensive repair required in the coming years. That said, I asked about when concerns surrounding the 2 properties first surfaced, and why unitholders were not promptly updated.
Response: Mr Goh explained the reason for the proposed divestment was to raise the amount for repayment, and after evaluating all possible fund raising options, divestment was the best option – among the 7 properties in the REIT’s portfolio, Stage 1 of Beigang Logistics and Chongxian Port Logistics were chosen because major upgrades to these 2 properties would be needed in the future, and with that in mind, the management decided it was timely for divestment to be done at this juncture (especially since they still commanded a premium.)
Question #2: Following the divestment, the REIT’s DPU will see a 30% drop, and unit price is likely fall in tandem as a result. With that in mind, I asked about the management’s plans over the next 1 year to cover this “DPU gap”.
Response: Mr Goh said the REIT will continue to explore for suitable acquisition (in China, or otherwise) along divestment opportunities to maximise returns for unitholders. He added that the REIT is open to acquiring properties to which it has right of first refusal (ROFR) to from its Sponsor.
Question #3: This question was asked in response to the REIT’s reply to a fellow question submitted by a fellow unitholder prior to the EGM, where I note there is a possibility that a special distribution may not be declared depending on the outcome of the refinancing (of the borrowings maturing in April 2023.) I sought for the management’s clarification about this.
Response: Mr Goh clarified that the exact amount for the special distribution will depend on 2 main factors – whether or not the borrowings (maturing in April 2023) will be successfully refinanced (to which he shared that the REIT’s management is in the process of talking to the lenders on the refinancing of 5 properties), foreign exchange fluctuation upon the completion of divestment.
Question #4: I sought for reassurance that the buyers of the properties (which the REIT have proposed to divest) will have the financial resources to complete the deal, considering that the timeline is a very tight one – where the deadline to repay the 25% of borrowings by 31 December is just a little more than 2 weeks time.
Response: The Chair of the EGM, Mr Chan Heng Wing, responded that the buyer have signed a legal undertaking on the sales and purchase agreement, and remains committed on completing the proposed transaction. He also shared the REIT is working hard to make sure that deal is completed, and repayment made by the deadline.
The following are some of the other questions raised by fellow EGM attendees, along with responses provided by the management:
Results of the Resolution Put to Vote during the EGM
There is only one resolution put to vote during the EGM, which is on the approval of the proposed divestment – it was passed with 97.52% of the votes for, and 2.48% of the votes against.
Closing Thoughts
Personally, I have a good impression of the management’s willingness to address all concerns highlighted by unitholders during the meeting. They were also very candid in their responses – in that they were also very forthcoming to discuss about the headwinds the REIT is currently facing, instead of trying to “beat around the bush.”
What impressed me the most was Mr Goh’s sincerity to mingle with unitholders before the meeting, and the fact that he could recall who I was (when I introduced myself as Jun Yuan, he immediately recalled my surname, addressed me as “Mr Lim”, thanked me for all the questions submitted [you can check out a separate post I’ve published on all the questions submitted to the REIT, along with their responses here], and saying that he reads my blog really stood out to me – I’m not very sure how many CEOs actually do all these.) I was also impressed by the fact that he still came down from the stage after the meeting was over to thank me for my questions raised during the meeting and support (in the proposed divestment) – again, I’m not very sure how many CEOs do such a thing.
For those of you who wanted to know how I voted, it was in favour with the proposed divestment. I remain confident with the management to navigate the REIT through the headwinds – personally, I am of the view that following the divestment, we could see a privatisation of the REIT in the near-future.
With that, I have come to the end of my summary of EC World REIT’s EGM this morning. As always, I hope you’ve found the contents above useful, and at the same time, note that this post is by no means a buy or sell recommendation for the REIT’s units. Please do your own due diligence before you make any investment decisions.
Disclaimer: At the time of writing, I am a unitholder of EC World REIT.
Created by ljunyuan | Aug 12, 2024