ADVOKS GLOBAL · KENYA
The Capital Markets (Real Estate Investment Trusts) (Collective Investment Schemes) Regulations
51. Voluntary Resignation of trustee
Edition: 2023-10-06 · In force
51. Voluntary Resignation of trustee
(1)The scheme documents may provide for the retirement of a trustee in accordance with the Act and these Regulations.(2)A trustee shall not resign as trustee unless another person eligible to be appointed a trustee has been appointed to act in place of the trustee.(3)Where the trustee intends to resign, it shall give at least a three months notice in writing to the Authority, the REIT manager and the REIT securities holders of its intention to resign and shall set out in such notice its reasons for wanting to resign.(4)The REIT manager shall, in consultation with the trustee and within two months of receipt of the notice under paragraph (3)—(a)enter into negotiations with alternative parties who are eligible to be appointed as trustee; and(b)call a meeting, at the expense of the trustee, of REIT securities holders for the purpose of considering and passing a special resolution in respect of any recommendation and appointing a new trustee.(5)The REIT manager shall issue a notice to the REIT securities holders and the trustee calling for a meeting under paragraph (4)(b) which shall include—(a)the consent in writing of any proposed trustee or trustees, if a choice of more than one is to be provided, to accept an appointment and to execute the trust deed;(b)the terms of the appointment including fees;(c)a copy of the supplemental deed; and(d)the approval of the Authority to any appointment.(6)Where the REIT manager is unable to find a replacement trustee or the REITsecurities holders fail to consent to the appointment of any proposed replacement trustee then before the expiry of the period specified in the notice given in paragraph (3) the trustee may—(a)inform the Authority, the REIT manager and the REIT securities holders of its intention to make an application to the Court for the appointment as replacement trustee of a person who is eligible for appointment under regulation 44; and(b)at the expense of the trustee make such application.(7)The appointment of a new trustee shall take effect in the case of a trustee appointed by—(a)the REIT securities holders from the date of execution by the new trustee of a supplemental trust deed and date of the completion of the transfer or vesting in the new trustee of all of the assets of the trust; or(b)the Court, from the date specified by the Court.(8)All costs and expenses incurred in the resignation, change and replacement of the trustee including those of the REIT manager shall be the responsibility of the trustee.(9)Where there is a conflict between the provisions of this regulation and the scheme documents on the limit of the trustee's right to resign or right to action that a replacement trustee or REIT securities holders may have against the trustee, the provisions of the scheme documents shall prevail.