Horizon Minorities Say Sale Done In Bad Faith

Source : The Business Times, March 20, 2008

The minority owners of Horizon Towers say the collective sale of the development was conducted in bad faith because the sales committee did not seek the best price.

This was the case they put forward yesterday on the opening day of their appeal against a decision by the Strata Title Board (STB) on Dec 7 last year to approve the en bloc sale of Horizon Towers.

Some of their arguments were already presented at the STB hearings but the minority owners felt the need to bring them up again as they believe they did not get a fair hearing when the sale was adjudicated by STB last year.

The group of minority owners, represented by Harry Elias Partnership, dwelt heavily yesterday on their claim that the Horizon Towers sales committee deliberately ignored an offer from a Hong Kong developer that was higher than the $500 million offered, and eventually paid, by Hotel Properties Ltd and its partners.

The minorities say an offer of $510 million came from Vineyard Holdings (HK) via Malaysian law firm Shan & Su, and that the sales committee deliberately hid this information from the other owners.

The minorities also claim the sales committee set onerous conditions for this competing offer and misrepresented at the STB hearing that its lawyer had advised it to dismiss the offer.

The minorities also introduced fresh evidence they say contradicts testimony to STB last year by sales committee member Henry Lim. Mr Lim said he was advised by the sales committee’s law firm, Drew & Napier, not to pursue the Vineyard Holdings offer.

But Harry Elias Partnership produced a letter from Drew & Napier in which the law firm said it advised Mr Lim to follow up all potential offers - and left the responsibility of doing so entirely to him. ‘At no time was Drew & Napier asked to do anything in relation to Vineyard’s interest,’ the firm’s letter said.

The letter was obtained only in January this year, after STB made its decision on the collective sale of Horizon Towers.

The minorities are arguing that STB therefore based its decision on false and misleading evidence, as it relied on the testimony of Mr Lim to conclude that the sales committee did not act improperly in not pursuing the Vineyard offer.

The hearing of the minorities’ appeal continues today. Hotel Properties ‘ law firm Allen & Gledhill, which was granted leave yesterday to intervene in the appeal, will present its arguments. The majority owners who agreed to the collective sale, represented by Tan Rajah & Cheah, will also put their arguments.

Two minority owners - Lo Pui Sang, who represented himself, and Canterford, who was represented by Senior Counsel Michael Hwang and Dr SK Phang - decided not to appeal against STB’s decision. Minority owner Jasmine Tan, previously represented by Tan Kok Quan, has opted to represent herself in the appeal.