Prior to the commencement of the prohibition period,
directors and employees are reminded not to trade
during this period or whenever they are in possession of
undisclosed material information.
In addition, the Manager has given an undertaking to the
MAS that it will announce to the SGX-ST the particulars of
its holdings in the units and any changes thereto within
two business days after the date on which it acquires or
disposes of any units. The Manager has also undertaken
that it will not deal in CIT units during the period
commencing twoweeks before the public announcement
of CIT’s quarterly results or one month before the annual
and semi-annual results, and if applicable, property
valuation, and ending on the date of announcement of
the relevant results.
REVIEW PROCEDURES FOR INTERESTED PARTY
TRANSACTIONS (“IPT”)
The Manager has established an internal control system
to ensure that all transactions involving the Trustee and
any related party of the Manager or CIT are undertaken
on normal commercial terms and will not be prejudicial
to the interests of CIT and the Unitholders. Generally,
the Manager will demonstrate to the ARCC that such
transactions satisfy the foregoing criteria, which may
entail obtaining quotations from parties unrelated to
the Manager, or obtaining one or more valuations from
independent valuers, in accordance with the Property
Funds Appendix.
In addition:
• transactions equal to or exceeding S$100,000 in value
but below 3% of the value of CIT’s latest audited net
tangible assets are subject to review by the ARCC at
regular intervals;
• transactions equal to or exceeding 3%, but below
5% of the value of CIT’s latest audited net tangible
assets, are subject to the review and prior approval
of the ARCC. Such approval will only be given if the
transactions are on normal commercial terms and
consistent with similar types of transactions made by
Trustee with third parties which are unrelated to the
Manager; and
• transactions (either individually or as part of a series
or if aggregated with other transactions involving the
same related party during the same financial year)
equal to or exceeding 5% of the value of CIT’s latest
audited net tangible assets, are reviewed and approved
by the ARCC who may, as it deems fit, request advice
on the transaction from independent sources or
advisers, including the obtaining of valuations from
independent valuers. Further, under the Listing Manual
and the Property Funds Appendix, such transactions
would have to be approved by the Unitholders at a
meeting of Unitholders.
Where matters concerning CIT relate to transactions
entered into, or to be entered into, by the Trustee for
and on behalf of CIT with a related party of the Manager
or CIT, the Trustee is also required to ensure that such
transactions are conducted on normal commercial
terms and are not prejudicial to the interests of CIT and
the Unitholders.
Further, the Trustee has the ultimate discretion under
the Trust Deed to decide whether or not to enter into a
transaction involving a related party of the Manager or
CIT. If the Trustee is to sign any contract with a related
party of the Manager or CIT, the Trustee will review the
contract to ensure that it complies with the requirements
relating to IPT in the Property Funds Appendix and the
provisions of the Listing Manual relating to IPT, as well as
such other guidelines issued by MAS and the SGX-ST that
apply to REITs. All IPTs (and the basis, quotation obtained
to support its basis) entered into are maintained in records
by the Manager and reviewed by the ARCC.
CIT will, in compliance with Rule 905 of the Listing
Manual, announce any IPT if such transaction, either by
itself or when aggregated with other IPT entered into with
the same interested person during the same financial year,
is 3% or more of CIT’s latest audited net tangible assets.
DEALINGS WITH CONFLICTS OF INTEREST
The following key protocols have been established to
deal with conflict of interest issues:
• all executive officers are employed by the Manager;
• all resolutions in writing of the directors of the
Manager in relation to matters concerning CIT must
be approved by a majority of the directors, including
at least one Independent Director;
• at least one-third of the Board is comprised of
Independent directors;
CAMBRIDGE INDUSTRIAL TRUST | A WINNING FORMULA
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