NOTICE OF VACATION MEMBERSHIP MEETING

 

LEGEND WORLDWIDE HOLIDAYS BERHAD – VACATION MEMBERSHIP OF LEGEND WORLDWIDE HOLIDAYS BERHAD

 

TRUST DEED DATED 2 SEPTEMBER 1996, AS AMENDED BY SUPPLEMENTARY TRUST DEEDS DATED 17 OCTOBER 1997, 10 AUGUST 1998, 17 MARCH 2000, 26 JULY 2001, 27 FEBRUARY 2002, 26 AUGUST 2002, 25 FEBRUARY 2003, 25 FEBRUARY 2005, 13 FEBRUARY 2007, 10 AUGUST 2007, 29 JULY 2008 AND 21 OCTOBER 2013

 

EXPLANATORY STATEMENT

 

To: VACATION MEMBERSHIP OF LEGEND WORLDWIDE HOLIDAYS BERHAD

 

Dear Sir/ Madam,

 

A. BACKGROUND

 

  1. By a Trust Deed dated 2 September 1996, as amended by twelve supplementary Trust Deeds dated 17 October 1997, 10 August 1998, 17 March 2000, 26 July 2001, 27 February 2002, 26 August 2002, 25 February 2003, 25 February 2005, 13 February 2007, 10 August 2007, 29 July 2008 and 21 October 2013 (hereinafter collectively known as the “Trust Deeds”), Legend Worldwide Holidays Berhad (the “Company”) established a timeshare ownership scheme, pursuant to Division 5, Part IV of the Companies Act 1965 (the “Timeshare Scheme” ).

  2. Unless the context otherwise requires or unless expressly defined herein, words and expressions defined in the Trust Deeds shall have the same meanings when used herein.

  3. In accordance with the 12th supplemental trust deed dated 21 October 2013, Pacific Trustees Berhad (“Trustee”) was appointed as the trustee for the timeshare holders in relation to the Vacation Members (the “Vacation Members”).

  4. Pursuant to a letter dated 28 February 2019, the Company informed to the Trustee that  the hotels managed by the Company as part of the Vacation Membership has ceased  operation and is therefore desirous of terminating the Vacation Membership. These hotels consist of: -

    • The holiday resort known as Legend Hotel & Apartments @ Legend Mall located  on a land held under Geran No. 10012 for Lot No. 38 Sec. 51 in the Town and  District of Kuala Lumpur measuring about 193,623 square feet located at Putra  Place, No. 100 Jalan Putra, 50350 Kuala Lumpur (informally replaced by Grand  Seasons Kuala Lumpur); and

    • The holidays resort known as Legend Resort Cherating located on a land held under GM399,415 and 409 for Lot Nos 1288,1290 and 1292 respectively and H.S  (M) 1120and 0962 for Lot Nos. 1307 and 1125 respectively all in the Mukim of Sungai Karang and State of Pahang and located at Lot 1290, Mukim Sungai Karang,  Cherating, 26080 Kuantan, Pahang Darul Makmur measuring in aggregate about 13 acres.

  5. As a result of the letter dated 28 February 2019, the Trustee and the Company has since  engaged in discussion on the payment of compensation to the Vacation Members for the  breach of contract and/or to enforce the buy-back right of the Vacation Members. ​

  6. To date, the negotiations has failed to achieve any results and the Company has refused  to provide any form of solution or payments.

 

B. TERMINATION OF THE TIMESHARE SCHEME

 

  1. On 11 August 2020, it was informed to the Trustee that the Company has issued a 6 months’ notice of termination for the Vacation Membership to the Vacation Members wide an advertisement in a newspaper. In this regard:

    • The last day for the 6 months’ notice is on the 10 February 2021.

  2. On 23 December 2020, the Trustee advertised in the newspapers and their website a notice to the Members concerning the termination notice. 

  3. On 19 January 2021, in order to protect the interest of the Vacation Members, the Trustee wrote to the Company to enforce the statutory buy-back right of the Vacation Membership on behalf of the Vacation Members.

  4. On 9 February 2021, the Trustee filed an application to the court on behalf of the Vacation Members (the “Court Action”) requesting, amongst others, the following order and/or direction:

    • To claim for compensation for the breach of contract by the Company for and on behalf of the Vacation Members;

    • To enforce the statutory buy-back right for an on behalf of the Vacation Members; and

    • To wind-up the Vacation Membership upon completion of the action.

 

D. WINDING-UP OF THE SCHEME

 

  1. In addition to the above, in the opinion of the Trustee, the Company as the management  company of the Vacation Membership has, to the prejudice of the Vacation Members under the Trust Deed, failed to comply with the Trust Deed in failing, neglecting and/or refusing to uphold the terms of the Trust Deed, whereby the Company’s failure, neglect and/or refusal to do so is in the opinion of Trustee likely to continue and persist.

  2. In the circumstances, the Trustee can apply to the Court pursuant to section 65 or 67 of the Interest Scheme Act 2016 to wind-up the Vacation Membership. To assist in this endeavor,  the Vacation Members’ meeting will also be used for the purposes of considering and, if thought fit, to pass a resolution for the winding-up of the Vacation Membership, and to apply to the High Court of Malaya for an order confirming the said resolution as well as such further orders as may be necessary or expedient for the effective winding up of the Vacation Membership.

 

E. CONCLUSION

 

  1. In the circumstances, and in the interests of the Vacation Members, the Trustee has now summoned this Vacation Members’ meeting to consider the matters noted above.

  2. The Trustee’s solicitors have advised the Trustee that, pursuant to the terms of the Trust Deed and/or the Interest Scheme Act 2016, the Trustee may apply to the court for the following directions: -

    • having regard to all circumstances of the case the most equitable mode of winding up of the Vacation Membership;

    • whether the Vacation Members (or any one or more of them) have to be compensated at all on the grounds of breach of contract and/or enforcing the statutory buy-back right; 

    • if the court is of the opinion that the Vacation Members have a right to be compensated then to what extent each of the Members have to be compensated; and

    • any other directions which the Trustee deems expedient to seek from the Court for the effective winding up of the Vacation Membership.

    • provided always that the Trustee shall not be bound to take any such step unless directed to do so by the liaison committee and all the Vacation Members and unless it shall be fully indemnified to its satisfaction against all actions, proceedings, claims, losses and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing.

  3. In light of the above, the Trustee has summoned this Vacation Members’ meeting in accordance with provisions of the Trust Deed, for the purposes of considering the following matters: -

    • To ratify, confirm and/or authorise the Trustee’s action in initiating the Court Action on the 9th February 2021 as representing the Vacation Members;

    • To confirm and/or authorise the Trustee to act on behalf of the Vacation Members for the breach of the Vacation Membership agreement and/or the Trust Deed;

    • To confirm and/or authorise the Trustee to act on behalf of the Vacation Members in enforcing their statutory right to buy-back the remaining interest under Section 47 of the Interest Scheme Act; and 

    • Upon the completion of the actions discussed in paragraph 4(c) and/or 4(d), to allow and/or to authorise the Trustee to apply to the court for an order to wind-up the Vacation Membership pursuant to section 65 and/or section 67 of the Interest Schemes Act 2016.

 

The resolutions noted above are hereby sought from the Vacation Members and are enclosed herewith for the Vacation Members to consider, and if deemed fit, to pass in order to authorise the Trustee to take and/or continue taking the appropriate actions.

Yours faithfully,

 

 

On behalf of the Trustee 

Name: Nordiana Binti Mansor 

Designation: Manager Corporate Trust

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