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Starship Supreme	04-Jul-2020 11:40        Starship About Contact  Quote this Post!
x 0   x 0  Alert Admin	JoeJordan      ( Date: 04-Jul-2020 08:38) Posted: KOREAN And Japanese Kabuke! VOTE AGAINST IT. NO Deal!
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Calmroom Master	04-Jul-2020 11:39        Calmroom About Contact  Quote this Post!
x 0   x 0  Alert Admin	A powerful move by Hibiki. Now, if the buyer ups the offer to $0.821, not only will it have to cough up much more money, the higher offer could also be interpreted as an admission that all the claims made by Hibiki are valid. Those who bought late to speculate may have to factor in the possibility that the offer could be withdrawn. laksaman57      ( Date: 04-Jul-2020 11:05) Posted: KNS, got this kind of fee to suck dry AGT unitholder " 4.  On Various Fees For our fourth point, we would like to highlight some key important fact. Based on the Golf Course Management Agreement, AGT has been paying a substantial amount of fees to the parent company, around JPY 5.7bn to 6.0bn each year, amounting to 11% of total Revenue. While it is difficult to judge the fair level of such fees, this fee seems to be positioned as a royalty and system usage fee for the Business Trust to be part of Accordia Golf Group. We are aware of similar type management contract with Hotel and hospitality businesses and its generally perceived & ldquo fair& rdquo range is around 15-30% of Gross Operating Profit (GOP). Our estimate shows AGT is paying approximately 33% of GOP to the parent company. Internalizing this fee stream would immediately create synergies between the two entities. " Starship      ( Date: 03-Jul-2020 19:18) Posted: All long-term shareholders shd support Hibiki' s effort to Vote NO!!!!!! : Hibiki Path Advisors on Proposed Divestment of Accordia Golf TrustJuly 03, 2020 04:00 AM Eastern Daylight TimeSINGAPORE--(BUSINESS WIRE)--We, Hibiki Path Advisors Pte. Ltd. (&ldquo Hibiki&rdquo ) manages and/or advises certain entities with aggregate holding of 7.6% of Accordia Golf Trust (&ldquo AGT&rdquo ) shares as of 30th  Jun, 2020. As one of the minority non-conflicted unitholders of AGT, Hibiki is currently actively engaging the trustee manager of AGT, Accordia Golf Trust Management (&ldquo AGTM&rdquo ). On 29th  June 2020, AGTM has published the press release to recommend to unitholders&rsquo the divestment of all of its golf courses to Parent company at an indicative consideration per unit of 0.732.  We would like to publicly announce that we are disappointed with this price which is unarguably low based on our understanding. We are hoping that all independent unitholders agree that this price does not provide " reasonable" premium to fully take over a publicly traded entity generating a significantly attractive cashflow. We will be voting against the proposed divestment in the case the price is not revised higher. As the leading minority unitholder, we are also open for constructive negotiation with the bidder. We would like to share our thoughts on the following four key areas of concerns to justify our decision to vote against the indicative price of 0.732 which we hope all unitholders will also review in their own discretion. We also wish that AGTM can address the concerns mentioned below for us to reconsider on our position as well as to act in the best interest of unitholders to further negotiate with the bidder to pay a reasonable premium over the current indicative offer. 1.  Business Condition, and Dividend-Per-Unit (DPU) AGTM mentioned in the latest press release that AGT has traded at substantial discount to NAV for a prolonged period of time and due to such it was not able to do an accretive offering to purchase more golf courses. We feel that such discount was largely attributable to chains of questionable untimely disclosure and financial policies by the executives of AGTM over the past few years and not based on the fundamentals of the business itself. We have, in the past, shared our latest letter to AGTM in our website as follow. https://cts.businesswire.com/ct/CT?id=smartlink& url=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& esheet=52243441& newsitemid=20200703005012& lan=en-US& anchor=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& index=1& md5=a5062bc85972ed2ae0dfc12fce03faf2 We would also like to highlight the fact that annual dividends have been substantially lower at around 3-4 cents for the past three years, as compared to 6-6.6 cents in FY15/16 and FY16/17. For example, FY17/18 DPU of 3.85 cents were artificially low due to larger than normal redemption in golf membership deposits (FY2017/3 JPY 1.0bn,  FY2018/3 JPY 1.9bn, FY2019/3 JPY 1.0bn, FY2020/3 JPY 592mn) which is not an operating item. Membership deposits are &ldquo liability&rdquo item that should also be financed by debt type funding in order to avoid rising cost of capital, but it was paid out from unitholders&rsquo funds. On FY19/20 we are aware that substantial reserve amounting to JPY 1,562mn was made, which is now announced that part of it will be paid out after this potential transaction after we have raised the voice. Similar to the asset impairment issue we will discuss later, such irregular items have reduced the DPU substantially but they were not been given adequate highlight both in the financials and in the presentation materials. We opine that such issues have resulted in lower expectation from investors, and widened the discount to NAV, which may have been avoided by proactive and timely disclosure by AGTM management. We are uncomfortable when constant and substantial discount to NAV seems to be used as an argument to justify the fairness for the indicative bid price. Lastly, we view that as long as there are no irregular subjective items being charged to unitholder funds, AGT has the natural capability to distribute SGD 5.5 cents to 6.0 cents in normal weather condition and with current healthy Loan-to-value level.  If we use 5.75 cents (FY19/20) Hibiki estimate pro-forma DPU as the reference level and discount that by 7% dividend yield, which is exceptionally high compared to J-REIT yield (TSEREIT Past 12month based dividend yield as of 29 June 2020 is 4.5%, source by Bloomberg) the per unit value can be around SGD 0.821.  We believe this price to be a reasonably derived reference price level in absence of any opportunistic and optimistic scenario. In our view, at current price, AGT is still a rare investment opportunity hard to find anywhere else in the world. 2.  On Asset Impairment and Net-Asset-Values As we turn back the clock, press release made by AGTM on 28th  June 2018 mentioned the commencement of the &ldquo feasibility study&rdquo surrounding area of Nishikigahara Golf Course, which coincidentally was announced only three days after Pricewaterhouse Coopers, the independent auditor, has signed off the FY 17/18 financials. Nishikigahara Golf Course appraisal has been reduced from JPY 4,610mn held in December 2017 to JPY 973mn in December 2018 (down 78.9%) without any notice of the progress of this infrastructure work and after 6 months from the press release. While this has been significant in terms of magnitude of change in value for the specified golf course, it only consisted of 3.1% of total AGT golf course appraisal value of JPY 149,236mn (December 2017). We are yet to reasonably understand why it has triggered the &ldquo goodwill&rdquo impairment of JPY 13,144mn, reducing the unitholders&rsquo equity value by 16%, while total number of visitors for AGT &ldquo increased&rdquo by 0.5%YOY in FY17/18 which is an encouraging sign for its future cashflow. Further to that, the total appraisal value of golf courses excluding Nishikigahara Golf Course has only declined by 0.5% in December 2019 (as opposed to -1.1% in December 2018). It has also come to our attention that the appraisal value has declined by 2.0% YOY as at December 2019 while AGT had the highest number of visitors in FY/19/20 since its IPO, and similarly its second best annual EBITDA of JPY 11,939mn.  We have been questioning the management of AGTM about the rationale of this chain of events since 2018 while there has been extremely limited explanation to its financials on the changes of NAV. We are extremely concerned as the direction of business/cashflow clearly coincides with the direction in appraisal value. Due to the sensitive period where the proposed transaction is under consideration, we would like AGTM to address our concern on the above mentioned NAV issues and further share on the appraiser reports from Colliers, an independent appraiser who is engaged in the valuation, especially on their opinion on changes of Nishikigahara Golf Course valuation over the past two years while there has not been any official announcement of commencement of work since 2018. We feel that as unitholders, we have the right to apprise on these items especially now in order to make the correct decision for the proposed transaction. 3.  On Quarterly Financial Announcement As the leading minority unitholder for AGT, we are deeply concerned and disappointed that the Board of AGTM has approved the decision to discontinue announcement of quarterly financials during this extremely sensitive situation concerning the bid from an interested party. Especially when the press release from AGTM mentioned that the valuation both by Duff & Phelps and Colliers were based on 31st  May 2020 and indicates there were impact from Covid-19 outbreak, showing even lower aggregate value than that of March 2020 appraisals re-conducted only three months after December 2019 report. We would not only like to check with the summary evaluation but with general business and financial conditions on how things were, especially as we have anecdotally observed that Golf playing in Japan has recovered substantially in June from other sources. In order for unitholders to make a fair assessment of the bid comparing to the future potential value of AGT&rsquo s golf business, we view that this April &ndash June period quarterly financial information is &ldquo critical&rdquo . 4.  On Various Fees For our fourth point, we would like to highlight some key important fact. Based on the Golf Course Management Agreement, AGT has been paying a substantial amount of fees to the parent company, around JPY 5.7bn to 6.0bn each year, amounting to 11% of total Revenue. While it is difficult to judge the fair level of such fees, this fee seems to be positioned as a royalty and system usage fee for the Business Trust to be part of Accordia Golf Group. We are aware of similar type management contract with Hotel and hospitality businesses and its generally perceived &ldquo fair&rdquo range is around 15-30% of Gross Operating Profit (GOP). Our estimate shows AGT is paying approximately 33% of GOP to the parent company. Internalizing this fee stream would immediately create synergies between the two entities. Additionally, if AGT is to be delisted and AGTM to be wound up, fees to the Trustee-Manager will also no longer be required as well as with the fees to Daiwa Real Estate Asset Management.  Such three fee items, combined, amounts to 50-63% of EBITDA each year, which is substantial, and we would like to request parent company to share such synergies with the minority unitholders by paying a certain level of &ldquo control premium&rdquo to NAV in order to facilitate the transaction. We believe this to be a reasonable argument AGTM can bring up in its negotiation with the parent company. We hope AGTM will publicly respond to the queries we have mentioned above as we believe these are material information required by the unitholders to make the best decision on the proposed divestment. Without these information and a substantial increase for the indicative price, we will have to vote against the proposed divestment. Should the proposed divestment be voted down, we are happy to continue as an engaging and constructive long-term unitholder for AGT. We are confident on the superior operating wisdom of AGT as the leading golf course operator in Japan which was proven through the recent Covid-19 pandemic. We look forward to continue maximizing the long-term unitholder value together with fellow unitholders and with all the interested parties including the parent company.
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machidrain Veteran	04-Jul-2020 11:29        machidrain About Contact  Quote this Post!
x 0   x 0  Alert Admin	no use to reject the takeover. hibiki only got 7% too little. laksaman57      ( Date: 04-Jul-2020 11:24) Posted: Now we know that AGT pay those ridiculously high simi golf course mgt fee to sponsor Accordia Golf. Without those fee, the dpu would be even higher.  If the golf courses get sold to the sponsor, then effectively they TAKE ALL =  Golf Mgt Fee + Reserve + Net Income Distribution   laksaman57      ( Date: 04-Jul-2020 00:53) Posted: VOTE NO
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laksaman57 Supreme	04-Jul-2020 11:24        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	Now we know that AGT pay those ridiculously high simi golf course mgt fee to sponsor Accordia Golf. Without those fee, the dpu would be even higher.  If the golf courses get sold to the sponsor, then effectively they TAKE ALL =  Golf Mgt Fee + Reserve + Net Income Distribution   laksaman57      ( Date: 04-Jul-2020 00:53) Posted: VOTE NO ! laksaman57      ( Date: 29-Jun-2020 13:03) Posted: From the latest reversal to pay out the so called cash reserve, that would effectively mean that half yearly dpu could be in the 3cts range. Yearly dpu could be 6cts and that mean yield at 73cts is 8.2%. Where to find such good reit yield now in sgp during and post covid enviroment. Of course japan buyer wanted to buy.  In japan, japan reit yield are low. If these golf courses get relisted, it definitely will be a huge premium to nav to hit the accepted yield performance of japan reit yield.
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Starship Supreme	04-Jul-2020 11:21        Starship About Contact  Quote this Post!
x 0   x 0  Alert Admin	AK71 of ASSI has spoken as well: This is a very nice surprise. I had thought that Hibiki with their very low purchase price might accept the offer. If Hibiki is unhappy with the offer and is voting against it, there is a chance we might get a better offer. In such a case, if the offer price does not get revised higher, if I go to the EGM, I will say " NO" too. ) July 4, 2020 at 8:23 AM https://www.blogger.com/comment.g?blogID=7944902213075756335& postID=1081618845063139040 Goldfinger      ( Date: 03-Jul-2020 23:42) Posted: I can state my own position quite clearly with over 30 years of investment experience that this is a ridiculous attempt at day-light robbery, coming at an opportunistic time of COVID with immense suffering to all nations, with a stingy low-ball offer, that is dishonourable to the image of Japan.  I vote NO.
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laksaman57 Supreme	04-Jul-2020 11:05        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	KNS, got this kind of fee to suck dry AGT unitholder " 4.  On Various Fees For our fourth point, we would like to highlight some key important fact. Based on the Golf Course Management Agreement, AGT has been paying a substantial amount of fees to the parent company, around JPY 5.7bn to 6.0bn each year, amounting to 11% of total Revenue. While it is difficult to judge the fair level of such fees, this fee seems to be positioned as a royalty and system usage fee for the Business Trust to be part of Accordia Golf Group. We are aware of similar type management contract with Hotel and hospitality businesses and its generally perceived & ldquo fair& rdquo range is around 15-30% of Gross Operating Profit (GOP). Our estimate shows AGT is paying approximately 33% of GOP to the parent company. Internalizing this fee stream would immediately create synergies between the two entities. " Starship      ( Date: 03-Jul-2020 19:18) Posted: All long-term shareholders shd support Hibiki' s effort to Vote NO!!!!!! : Hibiki Path Advisors on Proposed Divestment of Accordia Golf TrustJuly 03, 2020 04:00 AM Eastern Daylight TimeSINGAPORE--(BUSINESS WIRE)--We, Hibiki Path Advisors Pte. Ltd. (&ldquo Hibiki&rdquo ) manages and/or advises certain entities with aggregate holding of 7.6% of Accordia Golf Trust (&ldquo AGT&rdquo ) shares as of 30th  Jun, 2020. As one of the minority non-conflicted unitholders of AGT, Hibiki is currently actively engaging the trustee manager of AGT, Accordia Golf Trust Management (&ldquo AGTM&rdquo ). On 29th  June 2020, AGTM has published the press release to recommend to unitholders&rsquo the divestment of all of its golf courses to Parent company at an indicative consideration per unit of 0.732.  We would like to publicly announce that we are disappointed with this price which is unarguably low based on our understanding. We are hoping that all independent unitholders agree that this price does not provide " reasonable" premium to fully take over a publicly traded entity generating a significantly attractive cashflow. We will be voting against the proposed divestment in the case the price is not revised higher. As the leading minority unitholder, we are also open for constructive negotiation with the bidder. We would like to share our thoughts on the following four key areas of concerns to justify our decision to vote against the indicative price of 0.732 which we hope all unitholders will also review in their own discretion. We also wish that AGTM can address the concerns mentioned below for us to reconsider on our position as well as to act in the best interest of unitholders to further negotiate with the bidder to pay a reasonable premium over the current indicative offer. 1.  Business Condition, and Dividend-Per-Unit (DPU) AGTM mentioned in the latest press release that AGT has traded at substantial discount to NAV for a prolonged period of time and due to such it was not able to do an accretive offering to purchase more golf courses. We feel that such discount was largely attributable to chains of questionable untimely disclosure and financial policies by the executives of AGTM over the past few years and not based on the fundamentals of the business itself. We have, in the past, shared our latest letter to AGTM in our website as follow. https://cts.businesswire.com/ct/CT?id=smartlink& url=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& esheet=52243441& newsitemid=20200703005012& lan=en-US& anchor=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& index=1& md5=a5062bc85972ed2ae0dfc12fce03faf2 We would also like to highlight the fact that annual dividends have been substantially lower at around 3-4 cents for the past three years, as compared to 6-6.6 cents in FY15/16 and FY16/17. For example, FY17/18 DPU of 3.85 cents were artificially low due to larger than normal redemption in golf membership deposits (FY2017/3 JPY 1.0bn,  FY2018/3 JPY 1.9bn, FY2019/3 JPY 1.0bn, FY2020/3 JPY 592mn) which is not an operating item. Membership deposits are &ldquo liability&rdquo item that should also be financed by debt type funding in order to avoid rising cost of capital, but it was paid out from unitholders&rsquo funds. On FY19/20 we are aware that substantial reserve amounting to JPY 1,562mn was made, which is now announced that part of it will be paid out after this potential transaction after we have raised the voice. Similar to the asset impairment issue we will discuss later, such irregular items have reduced the DPU substantially but they were not been given adequate highlight both in the financials and in the presentation materials. We opine that such issues have resulted in lower expectation from investors, and widened the discount to NAV, which may have been avoided by proactive and timely disclosure by AGTM management. We are uncomfortable when constant and substantial discount to NAV seems to be used as an argument to justify the fairness for the indicative bid price. Lastly, we view that as long as there are no irregular subjective items being charged to unitholder funds, AGT has the natural capability to distribute SGD 5.5 cents to 6.0 cents in normal weather condition and with current healthy Loan-to-value level.  If we use 5.75 cents (FY19/20) Hibiki estimate pro-forma DPU as the reference level and discount that by 7% dividend yield, which is exceptionally high compared to J-REIT yield (TSEREIT Past 12month based dividend yield as of 29 June 2020 is 4.5%, source by Bloomberg) the per unit value can be around SGD 0.821.  We believe this price to be a reasonably derived reference price level in absence of any opportunistic and optimistic scenario. In our view, at current price, AGT is still a rare investment opportunity hard to find anywhere else in the world. 2.  On Asset Impairment and Net-Asset-Values As we turn back the clock, press release made by AGTM on 28th  June 2018 mentioned the commencement of the &ldquo feasibility study&rdquo surrounding area of Nishikigahara Golf Course, which coincidentally was announced only three days after Pricewaterhouse Coopers, the independent auditor, has signed off the FY 17/18 financials. Nishikigahara Golf Course appraisal has been reduced from JPY 4,610mn held in December 2017 to JPY 973mn in December 2018 (down 78.9%) without any notice of the progress of this infrastructure work and after 6 months from the press release. While this has been significant in terms of magnitude of change in value for the specified golf course, it only consisted of 3.1% of total AGT golf course appraisal value of JPY 149,236mn (December 2017). We are yet to reasonably understand why it has triggered the &ldquo goodwill&rdquo impairment of JPY 13,144mn, reducing the unitholders&rsquo equity value by 16%, while total number of visitors for AGT &ldquo increased&rdquo by 0.5%YOY in FY17/18 which is an encouraging sign for its future cashflow. Further to that, the total appraisal value of golf courses excluding Nishikigahara Golf Course has only declined by 0.5% in December 2019 (as opposed to -1.1% in December 2018). It has also come to our attention that the appraisal value has declined by 2.0% YOY as at December 2019 while AGT had the highest number of visitors in FY/19/20 since its IPO, and similarly its second best annual EBITDA of JPY 11,939mn.  We have been questioning the management of AGTM about the rationale of this chain of events since 2018 while there has been extremely limited explanation to its financials on the changes of NAV. We are extremely concerned as the direction of business/cashflow clearly coincides with the direction in appraisal value. Due to the sensitive period where the proposed transaction is under consideration, we would like AGTM to address our concern on the above mentioned NAV issues and further share on the appraiser reports from Colliers, an independent appraiser who is engaged in the valuation, especially on their opinion on changes of Nishikigahara Golf Course valuation over the past two years while there has not been any official announcement of commencement of work since 2018. We feel that as unitholders, we have the right to apprise on these items especially now in order to make the correct decision for the proposed transaction. 3.  On Quarterly Financial Announcement As the leading minority unitholder for AGT, we are deeply concerned and disappointed that the Board of AGTM has approved the decision to discontinue announcement of quarterly financials during this extremely sensitive situation concerning the bid from an interested party. Especially when the press release from AGTM mentioned that the valuation both by Duff & Phelps and Colliers were based on 31st  May 2020 and indicates there were impact from Covid-19 outbreak, showing even lower aggregate value than that of March 2020 appraisals re-conducted only three months after December 2019 report. We would not only like to check with the summary evaluation but with general business and financial conditions on how things were, especially as we have anecdotally observed that Golf playing in Japan has recovered substantially in June from other sources. In order for unitholders to make a fair assessment of the bid comparing to the future potential value of AGT&rsquo s golf business, we view that this April &ndash June period quarterly financial information is &ldquo critical&rdquo . 4.  On Various Fees For our fourth point, we would like to highlight some key important fact. Based on the Golf Course Management Agreement, AGT has been paying a substantial amount of fees to the parent company, around JPY 5.7bn to 6.0bn each year, amounting to 11% of total Revenue. While it is difficult to judge the fair level of such fees, this fee seems to be positioned as a royalty and system usage fee for the Business Trust to be part of Accordia Golf Group. We are aware of similar type management contract with Hotel and hospitality businesses and its generally perceived &ldquo fair&rdquo range is around 15-30% of Gross Operating Profit (GOP). Our estimate shows AGT is paying approximately 33% of GOP to the parent company. Internalizing this fee stream would immediately create synergies between the two entities. Additionally, if AGT is to be delisted and AGTM to be wound up, fees to the Trustee-Manager will also no longer be required as well as with the fees to Daiwa Real Estate Asset Management.  Such three fee items, combined, amounts to 50-63% of EBITDA each year, which is substantial, and we would like to request parent company to share such synergies with the minority unitholders by paying a certain level of &ldquo control premium&rdquo to NAV in order to facilitate the transaction. We believe this to be a reasonable argument AGTM can bring up in its negotiation with the parent company. We hope AGTM will publicly respond to the queries we have mentioned above as we believe these are material information required by the unitholders to make the best decision on the proposed divestment. Without these information and a substantial increase for the indicative price, we will have to vote against the proposed divestment. Should the proposed divestment be voted down, we are happy to continue as an engaging and constructive long-term unitholder for AGT. We are confident on the superior operating wisdom of AGT as the leading golf course operator in Japan which was proven through the recent Covid-19 pandemic. We look forward to continue maximizing the long-term unitholder value together with fellow unitholders and with all the interested parties including the parent company.   JoeJordan      ( Date: 03-Jul-2020 19:02) Posted: https://www.businesswire.com/news/home/20200703005012/en/Hibiki-Path-Advisors-Proposed-Divestment-Accordia-Golf
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JoeJordan Member	04-Jul-2020 08:38        JoeJordan About Contact  Quote this Post!
x 0   x 0  Alert Admin	KOREAN And Japanese Kabuke! VOTE AGAINST IT. NO Deal!
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laksaman57 Supreme	04-Jul-2020 00:53        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	VOTE NO ! laksaman57      ( Date: 29-Jun-2020 13:03) Posted: From the latest reversal to pay out the so called cash reserve, that would effectively mean that half yearly dpu could be in the 3cts range. Yearly dpu could be 6cts and that mean yield at 73cts is 8.2%. Where to find such good reit yield now in sgp during and post covid enviroment. Of course japan buyer wanted to buy.  In japan, japan reit yield are low. If these golf courses get relisted, it definitely will be a huge premium to nav to hit the accepted yield performance of japan reit yield. JerryMaple      ( Date: 29-Jun-2020 12:47) Posted: Thats why..My average is 69cents..That 4cents differences really serve no purpose.Less than 1 year i will collect back that dividend..Rubbish offer
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Goldfinger Supreme	03-Jul-2020 23:42        Goldfinger About Contact  Quote this Post!
x 0   x 0  Alert Admin	I can state my own position quite clearly with over 30 years of investment experience that this is a ridiculous attempt at day-light robbery, coming at an opportunistic time of COVID with immense suffering to all nations, with a stingy low-ball offer, that is dishonourable to the image of Japan.  I vote NO.
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Starship Supreme	03-Jul-2020 20:10        Starship About Contact  Quote this Post!
x 0   x 0  Alert Admin	Hibiki fund says will vote against Accordia Golf Trust divestment unless price is raised FRI, JUL 03, 2020 - 7:06 PM THE price offered by the sponsor  of  Accordia  Golf Trust (AGT) to buy over the trust' s golf courses is too low, as these assets generate " significantly attractive cashflow" , the  largest minority unitholder of  AGT has argued in an open letter. Hibiki Path Advisors,   which has a 7.6 per cent stake in AGT, will  vote against the proposed divestment unless the price is revised upwards, it said on Friday. Last week,  Accordia  Golf, the sponsor of  AGT, proposed to acquire the trust&rsquo s 88 golf courses in Japan for 61.8 billion Japanese yen (S$804.1 million), or an implied purchase consideration of S$0.732 per unit. Hibiki Path Advisors said it is  " disappointed with this price" for various reasons.  First, it is " uncomfortable" with the trustee-manager' s argument that unitholders should cash out because AGT has  traded at a substantial discount to its net asset value (NAV) for a long time, as a result of which AGT has been unable to make accretive acquisitions. " We feel that such a discount was largely attributable to chains of questionable untimely disclosures and financial policies by the executives of AGT' s trustee-manager over the past few years, and not based on the fundamentals of the business itself," wrote Hibiki, a Singapore-based value investor. For example, annual dividends have been suppressed by " irregular subjective items being charged to unitholder funds" , Hibiki said.  Most recently, in the fourth quarter ended March 30, AGT unexpectedly set aside 1.2 billion yen as operating reserves. It later agreed to pay out these  reserves to unitholders when challenged by Hibiki about how the amount was decided upon.    Hibiki estimates that AGT  actually has the natural capability to pay an annual distribution per unit (DPU) of between 5.5 Singapore cents and 6.0 Singapore cents, under normal weather conditions and at healthy loan-to-value level.  AGT' s actual DPU for FY19/20 was 4.30 Singapore cents, not including the  additional 1.2 billion yen it has promised to pay at a later date. If the 1.2 billion yen as well as  project payment reserves are added back to distributable income and adjusted for tax, AGT' s  pro-forma DPU comes to about 5.75 Singapore cents, Hibiki estimates. Using a DPU of  5.75 Singapore cents and assuming a 7 per cent dividend yield,  the per unit value for AGT can be around S$0.821, it said. Hibiki noted that the 7 per cent yield assumption it used is higher than the trailing dividend yield of 4.5 per cent for the  Tokyo Stock Exchange Reit Index, since cash flows from golf are perceived to be more risky than other income-generating properties. Second, Hibiki questioned if previous impairments to AGT' s NAV have been more conservative than necessary. It also noted that the appraisal value of AGT' s golf courses declined by 2 per cent between end-2018 and end-2019, when in fact AGT had the highest number of visitors in FY19/20 since its listing, and similarly its second best annual ebitda (earnings before interest, taxes, depreciation, and amortisation) of 11.9 billion yen.  Third, Hibiki noted that after AGT was approached by its sponsor with the divestment offer, an independent committee hired Colliers to assess the indicative valuation of its golf courses, which came to  136.4 billion yen as at May 31. This was lower than the last reported valuation of 138.0 billion yen as at March 31, which already represented a 2.7 per cent impairment from 141.8 billion yen as at Dec 31, 2019, indicating AGT was impacted by the Covid-19 outbreak.. " We have anecdotally observed that golf playing in Japan recovered substantially in June," wrote Hibiki. However, AGT has discontinued the practice of quarterly reporting and will not be reporting its June quarter results. " In order for unitholders to make a fair assessment of the bid, comparing (it) to the future potential value of AGT&rsquo s golf business, we view that this April-to-June period quarterly financial information is critical," Hibiki said.  Finally, Hibiki suggested that AGT' s sponsor should pay a " control premium" to unitholders, to let them share in the fees that AGT will save on, upon consolidating AGT' s assets and delisting the trust. " Based on the golf course management agreement, AGT has been paying a substantial amount of fees to the parent company, 5.7-6.0 billion yen each year, amounting to 11 per cent of total revenue. While it is difficult to judge the fair level of such fees, this fee seems to be positioned as a royalty and system usage fee for the business trust to be part of Accordia Golf Group. We are aware of similar type management contract with hospitality businesses and its generally perceived ' fair' range is around 15-30 per cent of gross operating profit (GOP). Our estimate shows AGT is paying approximately 33 per cent of GOP to the parent company. Internalising this fee stream would immediately create synergies between the two entities," Hibiki wrote. " Additionally, if AGT is to be delisted and the trustee-manager to be wound up, fees to the trustee-manager and  Daiwa Real Estate Asset Management will also no longer be required. These three fee items, combined, amount to 50-63 per cent of Ebitda each year, which is substantial, and we would like to request the parent company to share such synergies with the minority unitholders by paying a certain level of ' control premium' to NAV in order to facilitate the transaction," Hibiki added.  &ldquo We believe this to be a reasonable argument that  the trustee-manager  can bring up in its negotiation with the parent company.&rdquo Hibiki said that it is actively engaging the trustee-manager of AGT.  The Business Times  has reached out to the trustee-manager for comment. AGT units closed unchanged at S$0.69 on Friday. https://www.businesstimes.com.sg/companies-markets/hibiki-fund-says-will-vote-against-accordia-golf-trust-divestment-unless-price-is
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gregtan123 Supreme	03-Jul-2020 19:45        gregtan123 About Contact  Quote this Post!
x 0   x 0  Alert Admin	This letter got me interested in Accordia. I may decide to buy Accordia and join Hibiki in this activist investing. Great letter by them. Starship      ( Date: 03-Jul-2020 19:18) Posted: All long-term shareholders shd support Hibiki' s effort to Vote NO!!!!!! : Hibiki Path Advisors on Proposed Divestment of Accordia Golf TrustJuly 03, 2020 04:00 AM Eastern Daylight TimeSINGAPORE--(BUSINESS WIRE)--We, Hibiki Path Advisors Pte. Ltd. (&ldquo Hibiki&rdquo ) manages and/or advises certain entities with aggregate holding of 7.6% of Accordia Golf Trust (&ldquo AGT&rdquo ) shares as of 30th  Jun, 2020. As one of the minority non-conflicted unitholders of AGT, Hibiki is currently actively engaging the trustee manager of AGT, Accordia Golf Trust Management (&ldquo AGTM&rdquo ). On 29th  June 2020, AGTM has published the press release to recommend to unitholders&rsquo the divestment of all of its golf courses to Parent company at an indicative consideration per unit of 0.732.  We would like to publicly announce that we are disappointed with this price which is unarguably low based on our understanding. We are hoping that all independent unitholders agree that this price does not provide " reasonable" premium to fully take over a publicly traded entity generating a significantly attractive cashflow. We will be voting against the proposed divestment in the case the price is not revised higher. As the leading minority unitholder, we are also open for constructive negotiation with the bidder. We would like to share our thoughts on the following four key areas of concerns to justify our decision to vote against the indicative price of 0.732 which we hope all unitholders will also review in their own discretion. We also wish that AGTM can address the concerns mentioned below for us to reconsider on our position as well as to act in the best interest of unitholders to further negotiate with the bidder to pay a reasonable premium over the current indicative offer. 1.  Business Condition, and Dividend-Per-Unit (DPU) AGTM mentioned in the latest press release that AGT has traded at substantial discount to NAV for a prolonged period of time and due to such it was not able to do an accretive offering to purchase more golf courses. We feel that such discount was largely attributable to chains of questionable untimely disclosure and financial policies by the executives of AGTM over the past few years and not based on the fundamentals of the business itself. We have, in the past, shared our latest letter to AGTM in our website as follow. https://cts.businesswire.com/ct/CT?id=smartlink& url=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& esheet=52243441& newsitemid=20200703005012& lan=en-US& anchor=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& index=1& md5=a5062bc85972ed2ae0dfc12fce03faf2 We would also like to highlight the fact that annual dividends have been substantially lower at around 3-4 cents for the past three years, as compared to 6-6.6 cents in FY15/16 and FY16/17. For example, FY17/18 DPU of 3.85 cents were artificially low due to larger than normal redemption in golf membership deposits (FY2017/3 JPY 1.0bn,  FY2018/3 JPY 1.9bn, FY2019/3 JPY 1.0bn, FY2020/3 JPY 592mn) which is not an operating item. Membership deposits are &ldquo liability&rdquo item that should also be financed by debt type funding in order to avoid rising cost of capital, but it was paid out from unitholders&rsquo funds. On FY19/20 we are aware that substantial reserve amounting to JPY 1,562mn was made, which is now announced that part of it will be paid out after this potential transaction after we have raised the voice. Similar to the asset impairment issue we will discuss later, such irregular items have reduced the DPU substantially but they were not been given adequate highlight both in the financials and in the presentation materials. We opine that such issues have resulted in lower expectation from investors, and widened the discount to NAV, which may have been avoided by proactive and timely disclosure by AGTM management. We are uncomfortable when constant and substantial discount to NAV seems to be used as an argument to justify the fairness for the indicative bid price. Lastly, we view that as long as there are no irregular subjective items being charged to unitholder funds, AGT has the natural capability to distribute SGD 5.5 cents to 6.0 cents in normal weather condition and with current healthy Loan-to-value level.  If we use 5.75 cents (FY19/20) Hibiki estimate pro-forma DPU as the reference level and discount that by 7% dividend yield, which is exceptionally high compared to J-REIT yield (TSEREIT Past 12month based dividend yield as of 29 June 2020 is 4.5%, source by Bloomberg) the per unit value can be around SGD 0.821.  We believe this price to be a reasonably derived reference price level in absence of any opportunistic and optimistic scenario. In our view, at current price, AGT is still a rare investment opportunity hard to find anywhere else in the world. 2.  On Asset Impairment and Net-Asset-Values As we turn back the clock, press release made by AGTM on 28th  June 2018 mentioned the commencement of the &ldquo feasibility study&rdquo surrounding area of Nishikigahara Golf Course, which coincidentally was announced only three days after Pricewaterhouse Coopers, the independent auditor, has signed off the FY 17/18 financials. Nishikigahara Golf Course appraisal has been reduced from JPY 4,610mn held in December 2017 to JPY 973mn in December 2018 (down 78.9%) without any notice of the progress of this infrastructure work and after 6 months from the press release. While this has been significant in terms of magnitude of change in value for the specified golf course, it only consisted of 3.1% of total AGT golf course appraisal value of JPY 149,236mn (December 2017). We are yet to reasonably understand why it has triggered the &ldquo goodwill&rdquo impairment of JPY 13,144mn, reducing the unitholders&rsquo equity value by 16%, while total number of visitors for AGT &ldquo increased&rdquo by 0.5%YOY in FY17/18 which is an encouraging sign for its future cashflow. Further to that, the total appraisal value of golf courses excluding Nishikigahara Golf Course has only declined by 0.5% in December 2019 (as opposed to -1.1% in December 2018). It has also come to our attention that the appraisal value has declined by 2.0% YOY as at December 2019 while AGT had the highest number of visitors in FY/19/20 since its IPO, and similarly its second best annual EBITDA of JPY 11,939mn.  We have been questioning the management of AGTM about the rationale of this chain of events since 2018 while there has been extremely limited explanation to its financials on the changes of NAV. We are extremely concerned as the direction of business/cashflow clearly coincides with the direction in appraisal value. Due to the sensitive period where the proposed transaction is under consideration, we would like AGTM to address our concern on the above mentioned NAV issues and further share on the appraiser reports from Colliers, an independent appraiser who is engaged in the valuation, especially on their opinion on changes of Nishikigahara Golf Course valuation over the past two years while there has not been any official announcement of commencement of work since 2018. We feel that as unitholders, we have the right to apprise on these items especially now in order to make the correct decision for the proposed transaction. 3.  On Quarterly Financial Announcement As the leading minority unitholder for AGT, we are deeply concerned and disappointed that the Board of AGTM has approved the decision to discontinue announcement of quarterly financials during this extremely sensitive situation concerning the bid from an interested party. Especially when the press release from AGTM mentioned that the valuation both by Duff & Phelps and Colliers were based on 31st  May 2020 and indicates there were impact from Covid-19 outbreak, showing even lower aggregate value than that of March 2020 appraisals re-conducted only three months after December 2019 report. We would not only like to check with the summary evaluation but with general business and financial conditions on how things were, especially as we have anecdotally observed that Golf playing in Japan has recovered substantially in June from other sources. In order for unitholders to make a fair assessment of the bid comparing to the future potential value of AGT&rsquo s golf business, we view that this April &ndash June period quarterly financial information is &ldquo critical&rdquo . 4.  On Various Fees For our fourth point, we would like to highlight some key important fact. Based on the Golf Course Management Agreement, AGT has been paying a substantial amount of fees to the parent company, around JPY 5.7bn to 6.0bn each year, amounting to 11% of total Revenue. While it is difficult to judge the fair level of such fees, this fee seems to be positioned as a royalty and system usage fee for the Business Trust to be part of Accordia Golf Group. We are aware of similar type management contract with Hotel and hospitality businesses and its generally perceived &ldquo fair&rdquo range is around 15-30% of Gross Operating Profit (GOP). Our estimate shows AGT is paying approximately 33% of GOP to the parent company. Internalizing this fee stream would immediately create synergies between the two entities. Additionally, if AGT is to be delisted and AGTM to be wound up, fees to the Trustee-Manager will also no longer be required as well as with the fees to Daiwa Real Estate Asset Management.  Such three fee items, combined, amounts to 50-63% of EBITDA each year, which is substantial, and we would like to request parent company to share such synergies with the minority unitholders by paying a certain level of &ldquo control premium&rdquo to NAV in order to facilitate the transaction. We believe this to be a reasonable argument AGTM can bring up in its negotiation with the parent company. We hope AGTM will publicly respond to the queries we have mentioned above as we believe these are material information required by the unitholders to make the best decision on the proposed divestment. Without these information and a substantial increase for the indicative price, we will have to vote against the proposed divestment. Should the proposed divestment be voted down, we are happy to continue as an engaging and constructive long-term unitholder for AGT. We are confident on the superior operating wisdom of AGT as the leading golf course operator in Japan which was proven through the recent Covid-19 pandemic. We look forward to continue maximizing the long-term unitholder value together with fellow unitholders and with all the interested parties including the parent company.   JoeJordan      ( Date: 03-Jul-2020 19:02) Posted: https://www.businesswire.com/news/home/20200703005012/en/Hibiki-Path-Advisors-Proposed-Divestment-Accordia-Golf
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Starship Supreme	03-Jul-2020 19:43        Starship About Contact  Quote this Post!
x 0   x 0  Alert Admin	If we use 5.75 cents (FY19/20) Hibiki estimate pro-forma DPU as the reference level and discount that by 7% dividend yield, which is exceptionally high compared to J-REIT yield (TSEREIT Past 12month based dividend yield as of 29 June 2020 is 4.5%, source by Bloomberg) the per unit value can be around SGD 0.821. Starship      ( Date: 03-Jul-2020 19:18) Posted: All long-term shareholders shd support Hibiki' s effort to Vote NO!!!!!! : Hibiki Path Advisors on Proposed Divestment of Accordia Golf TrustJuly 03, 2020 04:00 AM Eastern Daylight TimeSINGAPORE--(BUSINESS WIRE)--We, Hibiki Path Advisors Pte. Ltd. (&ldquo Hibiki&rdquo ) manages and/or advises certain entities with aggregate holding of 7.6% of Accordia Golf Trust (&ldquo AGT&rdquo ) shares as of 30th  Jun, 2020. As one of the minority non-conflicted unitholders of AGT, Hibiki is currently actively engaging the trustee manager of AGT, Accordia Golf Trust Management (&ldquo AGTM&rdquo ). On 29th  June 2020, AGTM has published the press release to recommend to unitholders&rsquo the divestment of all of its golf courses to Parent company at an indicative consideration per unit of 0.732.  We would like to publicly announce that we are disappointed with this price which is unarguably low based on our understanding. We are hoping that all independent unitholders agree that this price does not provide " reasonable" premium to fully take over a publicly traded entity generating a significantly attractive cashflow. We will be voting against the proposed divestment in the case the price is not revised higher. As the leading minority unitholder, we are also open for constructive negotiation with the bidder. We would like to share our thoughts on the following four key areas of concerns to justify our decision to vote against the indicative price of 0.732 which we hope all unitholders will also review in their own discretion. We also wish that AGTM can address the concerns mentioned below for us to reconsider on our position as well as to act in the best interest of unitholders to further negotiate with the bidder to pay a reasonable premium over the current indicative offer. 1.  Business Condition, and Dividend-Per-Unit (DPU) AGTM mentioned in the latest press release that AGT has traded at substantial discount to NAV for a prolonged period of time and due to such it was not able to do an accretive offering to purchase more golf courses. We feel that such discount was largely attributable to chains of questionable untimely disclosure and financial policies by the executives of AGTM over the past few years and not based on the fundamentals of the business itself. We have, in the past, shared our latest letter to AGTM in our website as follow. https://cts.businesswire.com/ct/CT?id=smartlink& url=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& esheet=52243441& newsitemid=20200703005012& lan=en-US& anchor=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& index=1& md5=a5062bc85972ed2ae0dfc12fce03faf2 We would also like to highlight the fact that annual dividends have been substantially lower at around 3-4 cents for the past three years, as compared to 6-6.6 cents in FY15/16 and FY16/17. For example, FY17/18 DPU of 3.85 cents were artificially low due to larger than normal redemption in golf membership deposits (FY2017/3 JPY 1.0bn,  FY2018/3 JPY 1.9bn, FY2019/3 JPY 1.0bn, FY2020/3 JPY 592mn) which is not an operating item. Membership deposits are &ldquo liability&rdquo item that should also be financed by debt type funding in order to avoid rising cost of capital, but it was paid out from unitholders&rsquo funds. On FY19/20 we are aware that substantial reserve amounting to JPY 1,562mn was made, which is now announced that part of it will be paid out after this potential transaction after we have raised the voice. Similar to the asset impairment issue we will discuss later, such irregular items have reduced the DPU substantially but they were not been given adequate highlight both in the financials and in the presentation materials. We opine that such issues have resulted in lower expectation from investors, and widened the discount to NAV, which may have been avoided by proactive and timely disclosure by AGTM management. We are uncomfortable when constant and substantial discount to NAV seems to be used as an argument to justify the fairness for the indicative bid price. Lastly, we view that as long as there are no irregular subjective items being charged to unitholder funds, AGT has the natural capability to distribute SGD 5.5 cents to 6.0 cents in normal weather condition and with current healthy Loan-to-value level.  If we use 5.75 cents (FY19/20) Hibiki estimate pro-forma DPU as the reference level and discount that by 7% dividend yield, which is exceptionally high compared to J-REIT yield (TSEREIT Past 12month based dividend yield as of 29 June 2020 is 4.5%, source by Bloomberg) the per unit value can be around SGD 0.821.  We believe this price to be a reasonably derived reference price level in absence of any opportunistic and optimistic scenario. In our view, at current price, AGT is still a rare investment opportunity hard to find anywhere else in the world. 2.  On Asset Impairment and Net-Asset-Values As we turn back the clock, press release made by AGTM on 28th  June 2018 mentioned the commencement of the &ldquo feasibility study&rdquo surrounding area of Nishikigahara Golf Course, which coincidentally was announced only three days after Pricewaterhouse Coopers, the independent auditor, has signed off the FY 17/18 financials. Nishikigahara Golf Course appraisal has been reduced from JPY 4,610mn held in December 2017 to JPY 973mn in December 2018 (down 78.9%) without any notice of the progress of this infrastructure work and after 6 months from the press release. While this has been significant in terms of magnitude of change in value for the specified golf course, it only consisted of 3.1% of total AGT golf course appraisal value of JPY 149,236mn (December 2017). We are yet to reasonably understand why it has triggered the &ldquo goodwill&rdquo impairment of JPY 13,144mn, reducing the unitholders&rsquo equity value by 16%, while total number of visitors for AGT &ldquo increased&rdquo by 0.5%YOY in FY17/18 which is an encouraging sign for its future cashflow. Further to that, the total appraisal value of golf courses excluding Nishikigahara Golf Course has only declined by 0.5% in December 2019 (as opposed to -1.1% in December 2018). It has also come to our attention that the appraisal value has declined by 2.0% YOY as at December 2019 while AGT had the highest number of visitors in FY/19/20 since its IPO, and similarly its second best annual EBITDA of JPY 11,939mn.  We have been questioning the management of AGTM about the rationale of this chain of events since 2018 while there has been extremely limited explanation to its financials on the changes of NAV. We are extremely concerned as the direction of business/cashflow clearly coincides with the direction in appraisal value. Due to the sensitive period where the proposed transaction is under consideration, we would like AGTM to address our concern on the above mentioned NAV issues and further share on the appraiser reports from Colliers, an independent appraiser who is engaged in the valuation, especially on their opinion on changes of Nishikigahara Golf Course valuation over the past two years while there has not been any official announcement of commencement of work since 2018. We feel that as unitholders, we have the right to apprise on these items especially now in order to make the correct decision for the proposed transaction. 3.  On Quarterly Financial Announcement As the leading minority unitholder for AGT, we are deeply concerned and disappointed that the Board of AGTM has approved the decision to discontinue announcement of quarterly financials during this extremely sensitive situation concerning the bid from an interested party. Especially when the press release from AGTM mentioned that the valuation both by Duff & Phelps and Colliers were based on 31st  May 2020 and indicates there were impact from Covid-19 outbreak, showing even lower aggregate value than that of March 2020 appraisals re-conducted only three months after December 2019 report. We would not only like to check with the summary evaluation but with general business and financial conditions on how things were, especially as we have anecdotally observed that Golf playing in Japan has recovered substantially in June from other sources. In order for unitholders to make a fair assessment of the bid comparing to the future potential value of AGT&rsquo s golf business, we view that this April &ndash June period quarterly financial information is &ldquo critical&rdquo . 4.  On Various Fees For our fourth point, we would like to highlight some key important fact. Based on the Golf Course Management Agreement, AGT has been paying a substantial amount of fees to the parent company, around JPY 5.7bn to 6.0bn each year, amounting to 11% of total Revenue. While it is difficult to judge the fair level of such fees, this fee seems to be positioned as a royalty and system usage fee for the Business Trust to be part of Accordia Golf Group. We are aware of similar type management contract with Hotel and hospitality businesses and its generally perceived &ldquo fair&rdquo range is around 15-30% of Gross Operating Profit (GOP). Our estimate shows AGT is paying approximately 33% of GOP to the parent company. Internalizing this fee stream would immediately create synergies between the two entities. Additionally, if AGT is to be delisted and AGTM to be wound up, fees to the Trustee-Manager will also no longer be required as well as with the fees to Daiwa Real Estate Asset Management.  Such three fee items, combined, amounts to 50-63% of EBITDA each year, which is substantial, and we would like to request parent company to share such synergies with the minority unitholders by paying a certain level of &ldquo control premium&rdquo to NAV in order to facilitate the transaction. We believe this to be a reasonable argument AGTM can bring up in its negotiation with the parent company. We hope AGTM will publicly respond to the queries we have mentioned above as we believe these are material information required by the unitholders to make the best decision on the proposed divestment. Without these information and a substantial increase for the indicative price, we will have to vote against the proposed divestment. Should the proposed divestment be voted down, we are happy to continue as an engaging and constructive long-term unitholder for AGT. We are confident on the superior operating wisdom of AGT as the leading golf course operator in Japan which was proven through the recent Covid-19 pandemic. We look forward to continue maximizing the long-term unitholder value together with fellow unitholders and with all the interested parties including the parent company.   JoeJordan      ( Date: 03-Jul-2020 19:02) Posted: https://www.businesswire.com/news/home/20200703005012/en/Hibiki-Path-Advisors-Proposed-Divestment-Accordia-Golf
Useful To Me  Not Useful To Me
Starship Supreme	03-Jul-2020 19:18        Starship About Contact  Quote this Post!
x 0   x 0  Alert Admin	All long-term shareholders shd support Hibiki' s effort to Vote NO!!!!!! : Hibiki Path Advisors on Proposed Divestment of Accordia Golf TrustJuly 03, 2020 04:00 AM Eastern Daylight TimeSINGAPORE--(BUSINESS WIRE)--We, Hibiki Path Advisors Pte. Ltd. (&ldquo Hibiki&rdquo ) manages and/or advises certain entities with aggregate holding of 7.6% of Accordia Golf Trust (&ldquo AGT&rdquo ) shares as of 30th  Jun, 2020. As one of the minority non-conflicted unitholders of AGT, Hibiki is currently actively engaging the trustee manager of AGT, Accordia Golf Trust Management (&ldquo AGTM&rdquo ). On 29th  June 2020, AGTM has published the press release to recommend to unitholders&rsquo the divestment of all of its golf courses to Parent company at an indicative consideration per unit of 0.732.  We would like to publicly announce that we are disappointed with this price which is unarguably low based on our understanding. We are hoping that all independent unitholders agree that this price does not provide " reasonable" premium to fully take over a publicly traded entity generating a significantly attractive cashflow. We will be voting against the proposed divestment in the case the price is not revised higher. As the leading minority unitholder, we are also open for constructive negotiation with the bidder. We would like to share our thoughts on the following four key areas of concerns to justify our decision to vote against the indicative price of 0.732 which we hope all unitholders will also review in their own discretion. We also wish that AGTM can address the concerns mentioned below for us to reconsider on our position as well as to act in the best interest of unitholders to further negotiate with the bidder to pay a reasonable premium over the current indicative offer. 1.  Business Condition, and Dividend-Per-Unit (DPU) AGTM mentioned in the latest press release that AGT has traded at substantial discount to NAV for a prolonged period of time and due to such it was not able to do an accretive offering to purchase more golf courses. We feel that such discount was largely attributable to chains of questionable untimely disclosure and financial policies by the executives of AGTM over the past few years and not based on the fundamentals of the business itself. We have, in the past, shared our latest letter to AGTM in our website as follow. https://cts.businesswire.com/ct/CT?id=smartlink& url=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& esheet=52243441& newsitemid=20200703005012& lan=en-US& anchor=http%3A%2F%2Fwww.hibiki-path-advisors.com%2Fen%2Fmessage%2F2020%2Fenglish-letter-to-board-of-members-of-accordia-golf-trust-june-2020%2F& index=1& md5=a5062bc85972ed2ae0dfc12fce03faf2 We would also like to highlight the fact that annual dividends have been substantially lower at around 3-4 cents for the past three years, as compared to 6-6.6 cents in FY15/16 and FY16/17. For example, FY17/18 DPU of 3.85 cents were artificially low due to larger than normal redemption in golf membership deposits (FY2017/3 JPY 1.0bn,  FY2018/3 JPY 1.9bn, FY2019/3 JPY 1.0bn, FY2020/3 JPY 592mn) which is not an operating item. Membership deposits are &ldquo liability&rdquo item that should also be financed by debt type funding in order to avoid rising cost of capital, but it was paid out from unitholders&rsquo funds. On FY19/20 we are aware that substantial reserve amounting to JPY 1,562mn was made, which is now announced that part of it will be paid out after this potential transaction after we have raised the voice. Similar to the asset impairment issue we will discuss later, such irregular items have reduced the DPU substantially but they were not been given adequate highlight both in the financials and in the presentation materials. We opine that such issues have resulted in lower expectation from investors, and widened the discount to NAV, which may have been avoided by proactive and timely disclosure by AGTM management. We are uncomfortable when constant and substantial discount to NAV seems to be used as an argument to justify the fairness for the indicative bid price. Lastly, we view that as long as there are no irregular subjective items being charged to unitholder funds, AGT has the natural capability to distribute SGD 5.5 cents to 6.0 cents in normal weather condition and with current healthy Loan-to-value level.  If we use 5.75 cents (FY19/20) Hibiki estimate pro-forma DPU as the reference level and discount that by 7% dividend yield, which is exceptionally high compared to J-REIT yield (TSEREIT Past 12month based dividend yield as of 29 June 2020 is 4.5%, source by Bloomberg) the per unit value can be around SGD 0.821.  We believe this price to be a reasonably derived reference price level in absence of any opportunistic and optimistic scenario. In our view, at current price, AGT is still a rare investment opportunity hard to find anywhere else in the world. 2.  On Asset Impairment and Net-Asset-Values As we turn back the clock, press release made by AGTM on 28th  June 2018 mentioned the commencement of the &ldquo feasibility study&rdquo surrounding area of Nishikigahara Golf Course, which coincidentally was announced only three days after Pricewaterhouse Coopers, the independent auditor, has signed off the FY 17/18 financials. Nishikigahara Golf Course appraisal has been reduced from JPY 4,610mn held in December 2017 to JPY 973mn in December 2018 (down 78.9%) without any notice of the progress of this infrastructure work and after 6 months from the press release. While this has been significant in terms of magnitude of change in value for the specified golf course, it only consisted of 3.1% of total AGT golf course appraisal value of JPY 149,236mn (December 2017). We are yet to reasonably understand why it has triggered the &ldquo goodwill&rdquo impairment of JPY 13,144mn, reducing the unitholders&rsquo equity value by 16%, while total number of visitors for AGT &ldquo increased&rdquo by 0.5%YOY in FY17/18 which is an encouraging sign for its future cashflow. Further to that, the total appraisal value of golf courses excluding Nishikigahara Golf Course has only declined by 0.5% in December 2019 (as opposed to -1.1% in December 2018). It has also come to our attention that the appraisal value has declined by 2.0% YOY as at December 2019 while AGT had the highest number of visitors in FY/19/20 since its IPO, and similarly its second best annual EBITDA of JPY 11,939mn.  We have been questioning the management of AGTM about the rationale of this chain of events since 2018 while there has been extremely limited explanation to its financials on the changes of NAV. We are extremely concerned as the direction of business/cashflow clearly coincides with the direction in appraisal value. Due to the sensitive period where the proposed transaction is under consideration, we would like AGTM to address our concern on the above mentioned NAV issues and further share on the appraiser reports from Colliers, an independent appraiser who is engaged in the valuation, especially on their opinion on changes of Nishikigahara Golf Course valuation over the past two years while there has not been any official announcement of commencement of work since 2018. We feel that as unitholders, we have the right to apprise on these items especially now in order to make the correct decision for the proposed transaction. 3.  On Quarterly Financial Announcement As the leading minority unitholder for AGT, we are deeply concerned and disappointed that the Board of AGTM has approved the decision to discontinue announcement of quarterly financials during this extremely sensitive situation concerning the bid from an interested party. Especially when the press release from AGTM mentioned that the valuation both by Duff & Phelps and Colliers were based on 31st  May 2020 and indicates there were impact from Covid-19 outbreak, showing even lower aggregate value than that of March 2020 appraisals re-conducted only three months after December 2019 report. We would not only like to check with the summary evaluation but with general business and financial conditions on how things were, especially as we have anecdotally observed that Golf playing in Japan has recovered substantially in June from other sources. In order for unitholders to make a fair assessment of the bid comparing to the future potential value of AGT&rsquo s golf business, we view that this April &ndash June period quarterly financial information is &ldquo critical&rdquo . 4.  On Various Fees For our fourth point, we would like to highlight some key important fact. Based on the Golf Course Management Agreement, AGT has been paying a substantial amount of fees to the parent company, around JPY 5.7bn to 6.0bn each year, amounting to 11% of total Revenue. While it is difficult to judge the fair level of such fees, this fee seems to be positioned as a royalty and system usage fee for the Business Trust to be part of Accordia Golf Group. We are aware of similar type management contract with Hotel and hospitality businesses and its generally perceived &ldquo fair&rdquo range is around 15-30% of Gross Operating Profit (GOP). Our estimate shows AGT is paying approximately 33% of GOP to the parent company. Internalizing this fee stream would immediately create synergies between the two entities. Additionally, if AGT is to be delisted and AGTM to be wound up, fees to the Trustee-Manager will also no longer be required as well as with the fees to Daiwa Real Estate Asset Management.  Such three fee items, combined, amounts to 50-63% of EBITDA each year, which is substantial, and we would like to request parent company to share such synergies with the minority unitholders by paying a certain level of &ldquo control premium&rdquo to NAV in order to facilitate the transaction. We believe this to be a reasonable argument AGTM can bring up in its negotiation with the parent company. We hope AGTM will publicly respond to the queries we have mentioned above as we believe these are material information required by the unitholders to make the best decision on the proposed divestment. Without these information and a substantial increase for the indicative price, we will have to vote against the proposed divestment. Should the proposed divestment be voted down, we are happy to continue as an engaging and constructive long-term unitholder for AGT. We are confident on the superior operating wisdom of AGT as the leading golf course operator in Japan which was proven through the recent Covid-19 pandemic. We look forward to continue maximizing the long-term unitholder value together with fellow unitholders and with all the interested parties including the parent company.   JoeJordan      ( Date: 03-Jul-2020 19:02) Posted: https://www.businesswire.com/news/home/20200703005012/en/Hibiki-Path-Advisors-Proposed-Divestment-Accordia-Golf
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JoeJordan Member	03-Jul-2020 19:02        JoeJordan About Contact  Quote this Post!
x 0   x 0  Alert Admin	https://www.businesswire.com/news/home/20200703005012/en/Hibiki-Path-Advisors-Proposed-Divestment-Accordia-Golf
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Starship Supreme	03-Jul-2020 10:41        Starship About Contact  Quote this Post!
x 0   x 0  Alert Admin	A whopping 10m buy queue vs 600k sell queue, yet the stock price can' t even go up!!!
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laksaman57 Supreme	02-Jul-2020 16:49        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	Oh Wow .. .buy queue swelled to 7+ million share ... hope to see a sudden swallow up the 69.5cts sell queue
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pkli899 Supreme	02-Jul-2020 14:55        pkli899 About Contact  Quote this Post!
x 0   x 0  Alert Admin	Dun like that said la......many here bought a lot higher than u 2 u know? My case, majority at 73 cents leh. gabrielloh87      ( Date: 02-Jul-2020 11:31) Posted: agree with you. no point arguing for a few more cents when the bulk of the money has been made. Calmroom      ( Date: 02-Jul-2020 10:48) Posted: Just to update: I have sold today to lock in a good profit first. I feel it' s not worth the opportunity cost to wait for this STINGY buyer to maybe add a few STINGY cents to the offer months later. Moving my money to other counters could even make me more profit than any new revised offer price. As for Hibiki, we could get blindsided if it says yes in the end. Hibiki does not know us or owe us anything. Relying on myself feels safer. Good luck to all who are staying on!
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gabrielloh87 Member	02-Jul-2020 11:31        gabrielloh87 About Contact  Quote this Post!
x 0   x 0  Alert Admin	agree with you. no point arguing for a few more cents when the bulk of the money has been made. Calmroom      ( Date: 02-Jul-2020 10:48) Posted: Just to update: I have sold today to lock in a good profit first. I feel it' s not worth the opportunity cost to wait for this STINGY buyer to maybe add a few STINGY cents to the offer months later. Moving my money to other counters could even make me more profit than any new revised offer price. As for Hibiki, we could get blindsided if it says yes in the end. Hibiki does not know us or owe us anything. Relying on myself feels safer. Good luck to all who are staying on!
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prophetjul Master	02-Jul-2020 11:19        prophetjul About Contact  Quote this Post!
x 0   x 0  Alert Admin	The acquirer is most probably buying up the shares at a discount to 73 cents or a higher price. The deal is most likely to go through as with most.    So by buying at lower than their office, their buyout price will essentially be lower.  Starship      ( Date: 02-Jul-2020 10:57) Posted: But queue is always much larger than sell queue, but the share price doesn' t go up. Who' s controlling this stock?    laksaman57      ( Date: 02-Jul-2020 10:35) Posted: Oh wow .... 69cts buy vol-order nbr super strong ... avg 150,000 share per order
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Starship Supreme	02-Jul-2020 10:57        Starship About Contact  Quote this Post!
x 0   x 0  Alert Admin	But queue is always much larger than sell queue, but the share price doesn' t go up. Who' s controlling this stock?    laksaman57      ( Date: 02-Jul-2020 10:35) Posted: Oh wow .... 69cts buy vol-order nbr super strong ... avg 150,000 share per order
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