Croesus Retail Trust Restructuring: Court's Guidance on Trust Scheme under Order 80 of the Rules of Court
Croesus Retail Asset Management Pte. Ltd., as the applicant, sought orders from the High Court of Singapore under Order 80 of the Rules of Court for a trust scheme involving the acquisition of Croesus Retail Trust by Cyrus Bidco Pte Ltd. The court granted orders for convening a meeting of unit holders and a subsequent hearing, but deferred the determination of whether the proposed amendments to the Trust Deed were within the powers of amendment conferred by the Trust Deed and the Business Trusts Act until the further hearing.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Orders granted for convening a meeting of unit holders and a further hearing by the court regarding the Trust Scheme.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Guidance on restructuring a business trust via a trust scheme under Order 80 of the Rules of Court, involving the acquisition of Croesus Retail Trust by Cyrus Bidco.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Croesus Retail Asset Management Pte. Ltd. | Applicant | Corporation | Orders granted in part | Partial | Tan XeauWei, Lim Jun Rui, Ivan |
| Croesus Retail Trust | Other | Trust | |||
| Cyrus Bidco Pte Ltd | Other | Corporation |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Tan XeauWei | Allen & Gledhill LLP |
| Lim Jun Rui, Ivan | Allen & Gledhill LLP |
4. Facts
- Croesus Retail Trust is a business trust registered under the Business Trusts Act and listed on the Singapore Exchange.
- Croesus invests primarily in retail real estate in Japan and the Asia-Pacific region.
- An expression of interest was made by affiliates of The Blackstone Group L.P to acquire all units in Croesus.
- An Implementation Agreement was entered into between Croesus and Cyrus Bidco Pte Ltd for the acquisition.
- The Trust Scheme requires approval of unit holders and the court under Order 80 of the Rules of Court.
- The Securities Industry Council indicated no objections to the Scheme Conditions, subject to certain conditions being met.
5. Formal Citations
- Re: Croesus Retail Asset Management Pte. Ltd., Originating Summons No 787 of 2017, [2017] SGHC 194
6. Timeline
| Date | Event |
|---|---|
| Deed of Trust establishing Croesus Retail Trust was dated | |
| Securities Industry Council indicated no objections to Scheme Conditions | |
| Hearing date | |
| Judgment date |
7. Legal Issues
- Trust Scheme Approval
- Outcome: The court granted orders for convening a meeting of unit holders and a further hearing by the court regarding the Trust Scheme.
- Category: Substantive
- Amendment of Trust Deed
- Outcome: The court deferred the determination of whether the proposed amendments to the Trust Deed were within the powers of amendment conferred by the Trust Deed and the Business Trusts Act until the further hearing.
- Category: Substantive
- Application of Order 80 of the Rules of Court
- Outcome: The court determined that the orders sought fell within the powers granted to the court under Order 80 of the Rules of Court.
- Category: Procedural
8. Remedies Sought
- Orders that amendments to the Trust Deed are within the powers of amendment.
- Liberty to convene a meeting of unit holders to obtain approval of the amendments and the Trust Scheme.
- Liberty to apply for the court’s approval for the Trust Scheme at a further hearing.
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Commercial Litigation
- Trust Law
11. Industries
- Finance
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| The Royal Bank of Scotland NV and others v TT International Ltd and another appeal | Court of Appeal | Yes | [2012] 2 SLR 213 | Singapore | Cited for the principles regarding fairness and requirements in scheme of arrangement applications under section 210 of the Companies Act. |
| London Passenger Transport v Moscrop | House of Lords | Yes | [1942] AC 332 | England and Wales | Cited for the principle that a person affected by a declaratory order should be brought before the court. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Business Trusts Act (Cap 31A, 2005 Rev Ed) | Singapore |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Business Trust
- Trust Scheme
- Unit Holders
- Trust Deed
- Scheme Conditions
- SIC Conditions
- Order 80
- Implementation Agreement
15.2 Keywords
- Business Trust
- Trust Scheme
- Order 80
- Restructuring
- Singapore
- Croesus Retail Trust
- Cyrus Bidco
16. Subjects
- Trust Law
- Business Trusts
- Civil Procedure
- Corporate Restructuring
17. Areas of Law
- Civil Procedure
- Trusts
- Business Trust
- Restructuring