Stamford Land shareholder Mano Sabnani, who the company has accused of defamation in a filing in Singapore’s courts, has submitted a defense, denying the allegations as well as re-stating concerns about how the annual general meeting (AGM) was conducted, according to a document obtained by Shenton Wire on Monday.
“The defendant denies that his spoken words during the 2016 AGM and the 2018 AGM, or his written statements in the Facebook Post and the BT Article (the ‘alleged defamatory words’) bore, or were understood to bear, or were capable of bearing the meanings pleaded in the SOC, or any meaning defamatory of the plaintiffs,” the document said. SOC stands for statement of claim.
Shenton Wire has been informed the document has been filed to the High Court of Singapore.
In early September, Stamford Land said the company and its directors filed a writ of summons against Sabnani who made allegations in a Facebook post, which was published on 27 July and now appears to be blocked, and a letter to the Business Times’ editor, published on 31 July, about how the AGM was conducted and about the property and hospitality company’s capital management.
It had previously issued a letter to shareholders saying it had been “wrongly accused” in the Facebook post and the Business Times letter.
Stamford Land said on Monday that an appropriate reply to the defense will be filed in due course.
The document said that at Stamford Land’s 2016 AGM, Sabnani questioned the board over a resolution on reducing dividends and about whether the remuneration paid to Executive Chairman Ow Chio Kian, Deputy Executive Chairman Ow Cheo Guan and CEO Ow Yew Heng — or plaintiffs two, three and four — would also be reduced. The company, Stamford Land, is plaintiff one.
Stamford Land has previously stated that considerations over directors’ remuneration and the declaration of dividends were independent of each other.
When the 2018 AGM came up in July, Sabnani claimed to be “disappointed” that his concerns from the 2016 AGM hadn’t been addressed, the document said.
Based on Sabnani’s recollection, the executive chairman started the 2018 AGM’s question-and-answer session with “cautionary statements” that were “troubling,” warning shareholders that anyone who raised “questions unacceptable to the board” would be asked to leave, according to the defense document.
The document alleged that while he was trying to ask questions, Sabnani was interrupted several times by the second plaintiff, Executive Chairman Ow Chio Kian, who made comments to the effect that shareholders were trying to create a riot, that the defendant should sit down, that his questions were complaints and “rambling on and on” and a “disruption.”
It alleged that while Sabnani was speaking, the microphone he was using was “abruptly switched off.” It also alleged that the board’s response to his question about whether a higher dividend payout would be more equitable to shareholders was “dismissive.”
“It was an entirely inappropriate way to treat minority shareholders of a company listed on the Singapore Stock Exchange,” the defense document alleged.
“The defendant was fully entitled during the AGM to question the board about Stamford Land’s dividend policy, the remuneration paid to the 2nd, 3rd and 4th plaintiffs, and the roles they played in Stamford Land,” the document said.
The document claimed that the delineation of roles among the second, third and fourth plaintiffs wasn’t made clear to shareholders and it is a “legitimate concern” in explaining the separation of responsibilities.
Stamford Land’s SOC contains a general explanation of the three roles.
The defense document also alleged that Sabnani’s statement that cutting Stamford Land’s dividend to 0.5 Singapore cent a share from 3 Singapore cents a share “sends a negative signal to the market is a reasonable inference based on fact.”
In a September filing to SGX, Stamford Land defended its actions in filing its claim against the defendant, saying that it “encourages and is in support of engaging shareholders meaningfully,” adding its legal proceedings were not aimed at impeding “meaningful discourse.”
That Stamford Land statement came after Tan Boon Gin, chief executive of Singapore Exchange’s chief regulator, SGX RegCo, said companies should resist taking an “overly legalistic” approach to dealing with minority shareholders as it could have a “chilling” effect on shareholders’ engagement, the Business Times reported.
Lacking a transcript
The document on Monday stated that the defendant was “unable to fully particularise” the events at the AGM because Stamford Land had not released a copy of the transcript or audio/video recording of the meeting.
“The plaintiffs claim that no ‘specific reference’ had been made to the said transcript in its pleadings, even though the statement of claim
quotes directly from the said transcript,” the defense document said.
Stamford Land filed detailed minutes of its meetings to SGX in early September; its SOC contains a limited number of direct quotes from the 2016 and 2018 AGMs.
The defense document noted that Sabnani, who is a shareholder of Stamford Land, was previously a director of equities research at DBS Securities and a senior financial journalist and editor at all three major Singapore newspapers: the Business Times, the Straits Times and Today.
Sabnani also regularly attends AGMs of the companies in which he holds shares and asks questions related to corporate governance, performance and other issues, the document said.
The document said that Sabnani’s Facebook commentaries were “well-received and generally considered to be thorough and reliable,” with one from 2015 on the subject of Singapore’s Central Provident Fund (CPF), or mandatory retirement accounts, reposted by Prime Minister Lee Hsien Loong.
This article was originally published on Monday 1 October 2018 at 19:29 SGT; it has since been updated to reflect that Shenton Wire was informed the defense document has been filed to the High Court.