Pros and Cons of an En Bloc Sale
An en bloc sale can benefit residents in several ways. However, the process can be complex and involves various legal and regulatory requirements, such as getting the required percentage of property owners to agree to the sale.
But firstly, property owners must weigh the pros and cons of an en bloc sale carefully and seek professional advice before deciding whether it is worth proceeding with it. Some of the important considerations include the following:
Sales Proceeds: How much can each owner get from the en bloc sale? A small development with a low plot ratio and little prospect of an upward revision by the Urban Redevelopment Authority (URA) is unlikely to command a high price from property developers due to its limited redevelopment potential. However, this does not necessarily mean an en bloc attempt should not be considered (see other factors below).
Replacement Cost: Although an en bloc sale will help property owners receive a premium over the current market value of their units, the sales proceeds they receive may only allow them to buy a smaller replacement property as prices of newer properties, especially new launches, have risen significantly while sizes have shrunk. They must evaluate whether staying put will suit their needs better, especially for those with bigger families who require more space.
Rising Maintenance Cost of Existing Property: A property that has been around for close to 30 years or longer will face mounting maintenance costs without fail. Hence, it may be prudent to unlock the value of the development through an en bloc sale so that the proceeds can be reinvested in another property with more promising capital appreciation potential.
Scope of Capital Appreciation of Existing Property: Older properties usually face a slower capital appreciation rate. This can be attributed to wear and tear, rising maintenance costs and obsolescence, making them less desirable to retain.
URA Master Plan: If a property in an area is not earmarked for redevelopment under the URA master plan, it would be less attractive to investors. However, suppose it is situated in a property hotspot such as the Greater Southern Waterfront, Jurong Lake District, Woodlands Regional Centre or one-north, where major transformations by URA are taking place, it will more likely attract interest from property developers and command a higher price.
Lease Decay: If you do not own a freehold property, lease decay will ultimately set in, negatively affecting the value of your property going forward. Older properties with shorter leases will also face stricter financing criteria from financial institutions, reducing the pool of potential buyers. As a result, this will adversely affect their capital appreciation potential. Hence, an en bloc sale will help extract their maximum values where the proceeds can be reinvested in more promising assets.
Lifestyle Upgrade: Newer properties tend to have more modern and better facilities. For owners seeking a lifestyle upgrade to enjoy a higher standard of living, the alternative is to switch to a newer property. This can be either a newer resale private property or a new launch. An en bloc sale will allow them to maximise the value of their existing properties for reinvestment.
Down-sizing for Financial Reasons: Some elderly owners may want to right-size to a smaller and more manageable HDB flat, especially when their children have moved out. The proceeds from the en bloc sale may also allow owners to purchase a more affordable HDB resale flat or BTO flat and still have funds left over for retirement or other purposes. [Note: There is a 15-month and 30-month wait-out period to purchase a non-subsidised HDB resale flat or a BTO/Resale flat with housing grants, respectively. New HDB flat classifications will also take effect from the October 2024 BTO launches].
The above are just some factors to consider for an en bloc sale. It should be noted that undertaking an en bloc sale can be a complicated and long-drawn process. Hence, knowing the legal and regulatory requirements is essential, which will elaborated below.
Stages of an En Bloc Sale Process
Property owners may seek an en bloc sale of their development under section 84A of the Land Titles (Strata) Act (LTSA), which falls under the preview of The Strata Titles Board (STB).
STB is a statutory board under the Ministry of Law and was established to mediate and hear an en bloc application under the Land Titles (Strata) Act. Do note that as Strata Titles Boards are only tribunals they will not provide legal advice nor comment on any matters that may potentially be heard before them.
Parties must seek independent legal advice or refer to “Part VA – Collective Sale of Property” under the Land Titles (Strata) Act for more information on en bloc sales. For an en bloc sale, the estimated timeline for the process is listed below.
En Bloc Sale Process Infographic
Step 1: 1st EOGM - Constitution of a Collective Sale Committee (1-2 months)
The first step is to seek out owners interested in an en bloc sale.
Once the number of owners willing to sell their units collectively reaches a minimum of 20% of share values or 25% of the total number of subsidiary proprietors’ votes, they can initiate an Extra-ordinary General Meeting (EOGM) to organise a Collective Sales Committee (CSC).
Owners should aim to appoint CSC members representing all types of units in the development to ensure better cross-representation of different interests. Candidates joining the CSC must make full disclosures during the election or at other relevant times of any actual or potential conflict of interest.
If there was a previous failed attempt to initiate an en bloc sale, the threshold for owners to trigger a second attempt will rise to 50%, whether by share value or subsidiary proprietorship. For a third attempt, the threshold will further increase to 80%.
Do note that for any failed collective sale tender, owners must observe a 2-year wait-out period before they are allowed to start another collective sale bid.
Consenting to a Collective Sale
Although 20% of owners needed to form a Collective Sale Committee is not that high, an en bloc sale can only proceed when unit owners with 80% by share value or strata area consented.
This 80% applies to a development older than 10 years. Those less than 10 years will require a consensus of 90%. To determine the age of the development, it will start from the date of the issue of the temporary occupation permit (TOP), or Certificate of Statutory Completion (CSC), if no TOP was issued.
The main purpose of the EOGM is to convince as many owners as possible to agree to the proposed collective sale unless the initiators have secured a majority consent beforehand.
In rare cases where all owners agree to sell collectively, the entire process can be wrapped up quickly.
Step 2: 2nd EOGM - Appointment of Property Consultants, Lawyers and Valuers (1-2 months)
The second EOGM will discuss the appointment of property consultants, lawyers, and valuers if it has not already been decided. Their experience, track record, and commitment levels must be fully considered before appointing them.
As such, the CSC plays a vital role in the process and should act in the best interests of all owners.
At the second EOGM, the reserve price and apportionment of the sales proceeds will usually be discussed. Due to the technicality of these issues, input from the appointed valuer, property consultants, and other experts will be essential.
However, if they have yet to be appointed, this could be postponed to the third EOGM to ensure these important issues are carefully addressed to the satisfaction of all property owners.
Step 3: 3rd EOGM - To Decide En Bloc Sale Reserve Price (2-3 months)
Determining the reserve price and method of apportionment of sales proceeds are crucial aspects of the en bloc sale. They will usually be discussed at the 3rd EOGM if they have not been decided yet.
Usually, unit owners who are more knowledgeable on these matters are in the CSC and they will guide the majority on most of the important issues.
Deciding on the Method of Apportionment (MOA) of Sales Proceeds
The three most common methods of apportioning the sales proceeds are:
- Based on a person’s share value
- Based on the strata area of one’s property
Valuation
Valuation could be used for a typical unit of each dwelling type, ignoring their renovation, facing or floor level. However, the siting of a unit should be considered for the valuation of retail units in commercial or mixed-use developments. In pure residential developments, it is rarely factored in.
Although the Singapore Institute of Surveyors and Valuers has recommended one or a combination of two or more of the MOAs mentioned above, property owners may also consider more complex methods of distributing the sales proceeds.
Setting the Reserve Price
Below are some of the important factors to consider when setting the reserve price:
- The development’s gross plot ratio.
- Development baseline.
- Special height controls (if any).
- Lease top-up premium.
- Land betterment charge (if any).
- Development potential of the site.
- General market conditions, especially for older properties in the same vicinity.
The Collective Sale Committee (CSC) should be mindful that, while a high reserve price will facilitate the collection of signatures for an en bloc sale from owners, it may put off potential buyers.
Hence, the CSC must be mindful of this important factor by setting a reasonable reserve price that would entice housing developers to acquire the development while allowing the spirit of competition to secure a winning offer above the reserve price.
Step 4: Obtaining Owners’ Consent for Collective Sale (Up to 12 months)
After the appointed solicitor has explained the terms and conditions of the CSA, and approval is given at the EOGM, consenting owners can start signing the CSA.
The CSC will have 12 months to achieve the required en bloc sale threshold, starting when the date of the first signature is recorded in the consent form. To reiterate, the required threshold is:
- A minimum of 80% consent for a development older than 10 years.
- A minimum of 90% for a development less than 10 years.
Gathering consent for the collective sale can be a difficult process. Sometimes, things can get heated between the different interest groups.
Once the threshold is reached, an Owners’ Meeting will be called before launching the public tender for sale.
Step 5: Launch for En Bloc Tender and Find Buyer (1 month if not 10 weeks for private treaty)
Once the minimum consent is obtained, the property can be launched for en bloc tender. The appointed marketing agent will advertise the property and invite bids from interested buyers.
During this stage, the solicitors will draft all the required tender documents, in consultation with the CSC to ensure all the terms and conditions are according to the expectations of property owners.
The tender will be awarded to the highest bidder that meets the minimum reserve price. If the bid falls short of the reserve price, the CSC may proceed to a private treaty to negotiate the price. The CSC will have a maximum of 10 weeks to complete the en bloc sale. To push through the sale, the CSC must seek approval from the owners.
Step 6: If Buyer is Found, Obtain a Sales Order from the STB (3-6 months)
If a buyer is found, the next step is to obtain a sales order from the Strata Titles Board (STB) for approval of the sale. (Note: If 100% of the unit owners agree to sell, STB’s approval is not required).
At this stage, owners who do not consent to the en bloc sale can raise valid objections. The Board is required to consider these objections before deciding on the outcome of the sale application.
If a minority owner (i.e. unit owner who has not agreed to the sale in writing) objects to the sale, the objection must be submitted to the Strata Titles Boards using the prescribed form within 21 days after the notice of proposed application has been served on all owners.
If no objection is filed against the en bloc application, the Strata Titles Board (STB) will fix a date for a hearing to ascertain that the en bloc sale has been carried out in good faith.
Objection to En Bloc Sale
However, if objections are filed against the application, the STB would mediate and assist parties in resolving the dispute. If the Board finds that the disinterested party has suffered a financial loss due to the en bloc sale, the application will be rejected. This will drag out the timeline for the en bloc process.
A unit owner may suffer a financial loss if the proceeds from the proposed sale are insufficient to redeem any mortgage or charge incurred by the said unit after considering various costs incurred in purchasing the property. These may include stamp duty, legal fees, and expenses incurred in undertaking the collective sale which are to be shared by owners under the CSA.
Advertising the En Bloc Sale
When the en bloc sale is launched, it must advertise in the 4 official languages in local newspapers containing details of the proposed application. The advertisement should follow the approved format in the Land Titles (Strata) Act.
The advertisement must include the following information:
- Information on the development.
- Brief details of the sale proposal.
- The place where the relevant parties can inspect documents for the en bloc sale.
In addition, a notice of the proposed en bloc sale application must be sent to all the unit owners, mortgagee, chargee or other person (other than a lessee) with an estate or interest in the unit via registered post.
Step 7: Legal Completion of the Sale (3 months)
After obtaining the sales order, the next step is to complete the legal process of the sale. This involves the transfer of ownership from the individual owners to the buyer after gaining the relevant approval from the Strata Titles Board (STB) or High Court (if there has been any dispute).
Upon sealing the deal, owners can hand over their units and receive their sales proceeds in 2 ways:
- Receive 100% of the proceeds if they move out immediately.
- Receive 95% of the proceeds if they agree to a rent-free stay at the property for a grace period of 3-6 months, and the remaining 5% upon handing over vacant possession.
Conclusion
En bloc sales can benefit property owners as they can command a premium for their unit over the current market value if they sell collectively, resulting in a significant financial gain. Additionally, en bloc sales allow owners of older properties to sell their units, which might otherwise be difficult due to age, shortening lease, and maintenance issues.
However, it is still a gamble, as there is no guarantee that an en bloc attempt will succeed, especially at times when the Singapore government is expanding its land sales programme. During such periods, developers may find it less costly to bid for government land to replenish their land banks than through en bloc sales, unless a particular land plot is very well-located, rare, or there is a change in zoning or plot ratio.
Also, the process can be complex and involve stringent legal and regulatory requirements. As such, property owners must weigh the pros and cons of an en bloc sale thoroughly. They may seek professional advice concerning market conditions, economic outlook, or investment opportunities.
Nevertheless, en bloc sales remain a good option to unlock the value of ageing properties and use the proceeds to reinvest in a property with better capital appreciation potential. At the same time, they help to rejuvenate the urban landscape in land-scarce Singapore.
