Change - Announcement of Cessation::Cessation of Chairman and Non-Independent Non-Executive Director
Issuer & Securities
KBS US PRIME PROPERTY MANAGEMENT PTE. LTD.
PRIME US REIT - SGXC75818630 - OXMU
Change - Announcement of Cessation
Date &Time of Broadcast
Announcement Sub Title
Cessation of Chairman and Non-Independent Non-Executive Director
Submitted By (Co./ Ind. Name)
Ngiam May Ling
Description (Please provide a detailed description of the event in the box below)
Cessation of Mr Charles Jay Schreiber as Chairman and Non-Independent Non-Executive Director of KBS US Prime Property Management Pte. Ltd. (Manager of Prime US REIT) with effect from 23 February 2022.
Name Of Person
Charles Jay Schreiber
Is effective date of cessation known?
If yes, please provide the date
Detailed Reason (s) for cessation
1. The Company, KBS US Prime Property Management Pte. Ltd, has received notices from its shareholder KBS Asia Partners Pte. Ltd. (KAP) dated 22 and 23 February 2022 for:
a. The change of Mr Charles Jay Schreiber (Mr Schreiber), as the KAP-nominated non-independent director (KAP Director) and chairperson of the Company (Chairperson) and nomination of Ms Annie Koh as the new Chairperson in place of Mr Schreiber, to take effect by 23 February 2022; and
b. Nomination of a new KAP Director to replace Mr Schreiber, details of which would be announced subsequently when the appointment is effected.
2. Mr Schreiber was previously nominated as the KAP Director and Chairperson by KAP in the exercise of its rights pursuant to the shareholders agreement relating to the Company and the Constitution of the Company.
3. Mr Schreiber has unresolved differences in opinions with KAP on the change in its nominees for KAP director and Chairperson of the board. The Company is obliged to act upon the notices received from KAP for the change and nominations as described above.
4. There are no disputes relating to the financial reporting of Prime US REIT (including the FY2021 financials of Prime US REIT which has been announced).
Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting?
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
If Yes, Please provide full details
Any other relevant information to be provided to shareholders of the listed issuer?
Date of Appointment to current position
Does the AC have a minimum of 3 members (taking into account this cessation)?
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Chairman and Non-Independent Non-Executive Director
Member of Nominating and Remuneration Committee
Role and responsibilities
Perform functions of Chairman and Non-Independent Non-Executive Director and Member of the Nominating and Remuneration Committee
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Shareholding interest in the listed issuer and its subsidiaries?
Mr Schreiber has not provided information on this aspect.
The Company's latest records from Mr Schreiber reflect 12,329,067 deemed interest in units in Prime US REIT.
Past (for the last 5 years)
- KBS US Prime Property Management Pte. Ltd.
- KBS Asia Partners Pte. Ltd.
- KBS Realty Advisors, LLC
- KBS Capital Advisors LLC
- KBS Real Estate Investment Trust II, Inc
- KBS Real Estate Investment Trust III, Inc
- KBS Growth & Income REIT, Inc
- The Irvine Company
- Prime US Sub REIT, Inc.
Mr Schreiber has not provided information on this aspect for the purposes of this announcement, and the above is based on information available to the Manager and the list of directorships disclosed to Prime US REIT by Mr Schreiber on 10 February 2022.
If such information is provided, the Company will provide an update.