Cromwell Property Group (ASX:CMW) (Cromwell) publicly raises a number of concerns ahead of the ARA-requisitioned securityholder meeting on Monday 30 March 2020.
Who is pulling the strings?
A number of Singaporean and foreign based entities have failed to disclose – either at all or only in part –the beneficial interests in Cromwell securities ahead of Monday’s meeting.
Under section 672 of the Corporations Act 2001 (Cth) (Corporations Act), Cromwell makes formal requests of registered holders like custodians for disclosure of all relevant interests in their Cromwell securities. In response, custodians will disclose the details of the beneficial owners of those securities.
Cromwell is concerned that the following registered holders have received multiple requests but – to date – have failed to make the disclosures required under the Corporations Act:
- Grand Might Investments, Singapore (holds 21,306,367 securities or 0.82% of issued capital)
- DBS Bank, Singapore (holds 21,349,900 securities or 0.82% of issued capital)
- EFG Private Bank (holds 28,571,924 securities or 1.09% of issued capital)
- Union Bancaire, Singapore (holds 22,339,847 securities or 0.85% of issued capital)[i]
Cromwell takes seriously its regulatory obligations in the various jurisdictions in which it operates, including in Australia and Singapore, and will continue to work hard to secure the disclosures.
With a vote due on Monday, though, Cromwell is concerned to know: who is pulling the strings on holdings that (together) total almost 94 million securities or 3.58% of Cromwell’s issued capital?
On 5 March 2020, Cromwell’s letter to securityholders pointed to the fact that votes for Dr Weiss at 2019 AGM were almost entirely made up of ARA’s securityholding and that of another Singaporean based family (the Tangs), with whom ARA has a ‘long-standing business relationship’. As at 24 March 2020, ARA’s holding is 23.63% of Cromwell’s issued capital and the Tang Group’s holding is 14.31%.i
Dr Weiss: still overboarded, still conflicted
Cromwell notes Dr Weiss remains significantly over-boarded, with demanding positions as Chair of Ardent Leisure, Estia Health and his role with the NRL Commission. His potential eight appointments is still substantially in excess of the current market expectation, as cited by the Australian Institute of Company Directors.
Having been put forward by ARA as its nominee director, Dr Weiss is invited to officially declare all conflicts of interest that he may have with regards to the activities of ARA, Tangs, Straits Trading or any other Singaporean or other entities. Cromwell securityholders should know if he stands to benefit from the activities of the ARA and Tang Group.
[i] The information in this document has been prepared in good faith and has been obtained from public sources and register disclosures including (but not limited to) ASX substantial holder notices. To the best of its knowledge Cromwell Property Group believes that reliable sources have been taken into consideration and the information is accurate. Cromwell Property Group makes no representation or warranty that such information is accurate, nor accepts any liability for any harm, loss, costs or damage arising from the use or reliance on the information and is released from all liability of any nature arising out of any loss or damage suffered.