Regulatory Actions By SGX::Queries by SGX Regco on Eagle Hospitality Trust's announcement of 15 May 2020
Issuer & Securities
EAGLE HOSPITALITY REIT MANAGEMENT PTE. LTD.
EAGLE HOSPITALITY TRUST - SGXC28500103 - LIW
Other Issuer(s) for Stapled Security
Regulatory Actions By SGX
Date &Time of Broadcast
Announcement Sub Title
Queries by SGX Regco on Eagle Hospitality Trust's announcement of 15 May 2020
Submitted By (Co./ Ind. Name)
Singapore Exchange Regulation
Description (Please provide a detailed description of the event in the box below)
We refer to the Trust's announcement dated 15 May 2020 relating to the failure to disclose material interested person transactions resulting from "Further Non-Disturbance Agreements" entered into between October 2019 and February 2020 by the Sponsor Directors, namely, Mr. Howard Wu and Mr. Taylor Woods (the Non-Independent and Non-Executive Chairman and Deputy Chairman respectively), on behalf of certain Master Lessors with the corresponding master lessees and relevant hotel manager. Despite requirements to do so pursuant to EHT's interested person transaction compliance manuals, the Further Non-Disturbance Agreements were not internally reported, disclosed and declared in accordance with compliance policies nor were copies of these Further Non-Disturbance Agreements provided to the Board prior to their execution by the relevant Master Lessors. In addition, it is noted that "Having received the advice of the Managers' United States legal counsel which has opined that the additional terms as set out under paragraph 3.3 are not customarily included in non-disturbance agreements and FTI's assessment of the "value at risk", the Audit and Risk Committee of the REIT Manager has considered the terms and rationale for the entry into the Further Non-Disturbance Agreements and is of the view that the entry into the Further Non-Disturbance Agreements is not on usual commercial terms and is therefore prejudicial to the interests of EHT and its minority Stapled Securityholders."
Having regard to the above, please provide the Nominating Committee's views and justify why they consider the Sponsor Directors still suitable to continue serving on the board of the REIT Manager.