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Goldfinger Supreme	24-Dec-2019 20:03        Goldfinger About Contact  Quote this Post!
x 0   x 0  Alert Admin	Why does this hopeless SGX not even ask the most important question on the effective offer price? Starship      ( Date: 24-Dec-2019 19:13) Posted: Thus far, AGT has been more than vague in it' s revelations regarding this proposed sale. And now it appears that AGT, Trustee, Manager, FA have relationships.. It' s basically a case of a wolf-pack circling a flock of meek sheep. It' s no wonder that shareholders are all suspicious with regards to it' s intentions. Question 1. Please provide details of all the relationships of the Trust or Trustee-Manager has with the Daiwa Group and provide the Audit Committee&rsquo s (&ldquo AC&rdquo ) views why there are no conflicts for the appointment of Daiwa Capital Markets Singapore Limited to assist with the evaluation of the Non-Binding Proposal. To disclose basis for the AC&rsquo s views and provide specific details to support your responses. Response. (i) AGT and the Trustee-Manager has the following ongoing relationships with Daiwa Securities Group Inc. and its subsidiaries (&ldquo Daiwa Group&rdquo ) since the initial public offering of AGT (&ldquo IPO&rdquo ): (i) a wholly-owned subsidiary of Daiwa Group, Daiwa Real Estate Asset Management Co. Ltd. (&ldquo DREAM&rdquo ), holds 51.0% of the shares in the Trustee-Manager and has nominated Mr Toyo Nakanishi to the Board. Pursuant to the shareholders&rsquo agreement entered into between DREAM and Accordia (as holder of 49.0% of the shares in the Trustee-Manager) in relation to the Trustee-Manager, DREAM and Accordia have rights in their capacity as shareholders which include, inter alia, rights to receive the audit reports, documents to the Board and minutes of board meetings as well as monthly income and expenditure reports (ii) DREAM had also, in connection with the IPO, entered into an asset management agreement with the holding company that owns all the golf course assets of AGT, Accordia Golf Asset Godo Kaisha (&ldquo SPC&rdquo ), to provide asset management services to SPC, the key terms of which had been disclosed in the prospectus issued by the Trustee-Manager in connection with the IPO (the &ldquo Prospectus&rdquo ) and (iii) Daiwa PI Partners Co. Ltd., a wholly-owned subsidiary of Daiwa Group holds, as at the date of this announcement, 5.36% of the issued units of AGT.  Notwithstanding the relationships above, the members of the Audit and Risk Committee of the TrusteeManager (the &ldquo AC&rdquo ) had considered the potential conflict of interests in appointing Daiwa CM SG as a Joint Financial Advisor to assist with the evaluation of the Non-Binding Proposal and is of the view that any potential conflict of interests is reasonably resolved and managed for the following reasons: (i) as a unitholder, Daiwa Group&rsquo s interests is aligned with the other minority unitholders in expecting that the Divestment is undertaken on terms that are as favourable to AGT as possible such that the returns on its investment are maximised (ii) Daiwa Group does not have any shareholding or other interest in Accordia or its related corporations. Therefore, the Divestment is not an interested person transaction under Chapter 9 of the Listing Manual of the SGX-ST vis-à -vis Daiwa Group (iii) Daiwa Group does not have any ongoing mandate under which it provides financial advisory services to Accordia and its related corporations. Accordingly, there exists no financial connection between Daiwa Group and Accordia which would give rise to a conflict of interest on the part of Daiwa CM SG accepting the role of Joint Financial Advisor 3 (iv) Daiwa CM SG has confirmed that it will not receive any benefits from Accordia or its related corporations in connection with the Divestment (v) any potential influence by DREAM (as 51.0% shareholder of the Trustee-Manager) over the appointment of Daiwa CM SG as Joint Financial Advisor has been addressed by DREAM&rsquo s nominee on the Board, Mr Toyo Nakanishi, recusing from the Board deliberation on selecting a financial advisor for the Divestment (see response to query (d) below)   (vi) arising from its 51.0% shareholding in the Trustee-Manager, Daiwa Group&rsquo s only interest in the Divestment is the Trustee-Manager&rsquo s entitlement to a divestment fee of 0.15% of the last available appraised value obtained by the Trustee-Manager or the SPC of any investments divested directly or indirectly by AGT, as determined by such appraiser. However, this divestment fee arrangement was already in place at the IPO and disclosed in the Prospectus, and is not a result of Daiwa Group&rsquo s involvement as Joint Financial Advisor or a specific arrangement arising from the Divestment and (vii) there is another independent Joint Financial Advisor to work with Daiwa CM SG in the evaluation of the Non-Binding Proposal.  The AC also considered Daiwa CM SG&rsquo s knowledge of AGT and its assets, having been the joint global coordinator, issue manager and underwriter for the IPO. In addition, with Daiwa CM SG&rsquo s Japanese networks through its Japanese investment banking division, it has knowledge and/or expertise of the Japanese golf course industry, Japanese-related issues that might arise in the course of the Divestment and the Japanese investor base of AGT. In deciding on the appointment of Daiwa CM SG as a Joint Financial Advisor, the following steps were also taken: (i) Daiwa CM SG had sought and obtained a legal opinion from its own Singapore legal adviser on the potential conflict of interests in relation to its appointment as a Joint Financial Adviser, (ii) the AC had sought and obtained a legal opinion from its own Singapore legal adviser independently of the Trustee-Manager and Daiwa CM SG and (iii) Daiwa CM SG had provided certain confirmations to the AC to address concerns of potential conflict of interests arising from their appointment as a Joint Financial Advisor.  Question 2. Please disclose whether the Trust/Trustee-Manager has any current or any prior relationships with Ernst and Young. If so, please disclose whether any of these relationships may result in any potential/perceived conflicts.  Response. Save for the current appointment as Joint Financial Advisor, neither the Trustee-Manager nor AGT has any prior or ongoing relationship with EYCF.  Question 3. To disclose the timeline set for the joint financial advisors to complete the review and report their findings. Please confirm that the final recommendation of the FAs will be disclosed to unitholders.  Response. Although the Trustee-Manager has begun working with the Joint Financial Advisors since their appointment, no formal timeline has been set. The final recommendation of the Joint Financial Advisors to the Board will be disclosed to unitholders. In addition, an independent financial advisor will be separately appointed and their recommendation to the AC will be disclosed to unitholders of AGT in the circular to unitholders in connection with the Divestment.  Question 4. To disclose whether the joint financial advisors were independently appointed by the AC. If so, please provide specific details of this independent process and confirm that nonindependent directors were not involved in the decision to appoint any of the FAs. If this process was not independently undertaken by the AC, please disclose why this was not necessary in view of the potential conflict of interests, if any.  Response. Only the AC was involved in the deliberation and decision on the selection of the Joint Financial Advisors, with Mr Yoshihiko Machida and Mr Toyo Nakanishi recusing from the deliberation and decision. The AC had considered a list of potential financial and shortlisted three potential candidates for fee proposals (after considering various factors like familiarity with the assets of AGT, track record and experience in such transactions), and evaluated their expertise, scope of work and their fee structure. The AC had finally selected Daiwa CM SG and EYCF for their expertise, potential to contribute positively to the project and the final fee structure.  https://links.sgx.com/FileOpen/AGT%20Response%20to%20SGX%20Queries_v5_24.12.19.ashx?App=Announcement& FileID=591589
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Goldfinger Supreme	24-Dec-2019 19:58        Goldfinger About Contact  Quote this Post!
x 0   x 0  Alert Admin	Anyone has a link or inkling on how the other share forummers in other share forums are taking this development? This is making a mockery of the new SGX rule on fair and reasonable offers since this is not a take over of the share but of the assets.
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Goldfinger Supreme	24-Dec-2019 19:56        Goldfinger About Contact  Quote this Post!
x 0   x 0  Alert Admin	Someone please ask SAS to help the retail plight.
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laksaman57 Supreme	24-Dec-2019 19:30        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	History may need to be repeated  https://www.straitstimes.com/business/angry-investors-want-reit-manager-kicked-out
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laksaman57 Supreme	24-Dec-2019 19:23        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	Seem a Sabana-style VOTE-THE-MGR-OUT would be helpful
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Starship Supreme	24-Dec-2019 19:18        Starship About Contact  Quote this Post!
x 0   x 0  Alert Admin	Hoping for SGX to save retail investors is like expecting the hyenas to save a herd of antelopes being massacred by a pride of lions in the African jungle.  Goldfinger      ( Date: 24-Dec-2019 18:30) Posted: OMG - SGX querried and Accordia Manager responded on potential conflicts. And nothing was asked by SGX about the unclear and vague purchase price. Are they nuts? Or are these goons really missing it totally???
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Starship Supreme	24-Dec-2019 19:13        Starship About Contact  Quote this Post!
x 0   x 0  Alert Admin	Thus far, AGT has been more than vague in it' s revelations regarding this proposed sale. And now it appears that AGT, Trustee, Manager, FA have relationships.. It' s basically a case of a wolf-pack circling a flock of meek sheep. It' s no wonder that shareholders are all suspicious with regards to it' s intentions. Question 1. Please provide details of all the relationships of the Trust or Trustee-Manager has with the Daiwa Group and provide the Audit Committee&rsquo s (&ldquo AC&rdquo ) views why there are no conflicts for the appointment of Daiwa Capital Markets Singapore Limited to assist with the evaluation of the Non-Binding Proposal. To disclose basis for the AC&rsquo s views and provide specific details to support your responses. Response. (i) AGT and the Trustee-Manager has the following ongoing relationships with Daiwa Securities Group Inc. and its subsidiaries (&ldquo Daiwa Group&rdquo ) since the initial public offering of AGT (&ldquo IPO&rdquo ): (i) a wholly-owned subsidiary of Daiwa Group, Daiwa Real Estate Asset Management Co. Ltd. (&ldquo DREAM&rdquo ), holds 51.0% of the shares in the Trustee-Manager and has nominated Mr Toyo Nakanishi to the Board. Pursuant to the shareholders&rsquo agreement entered into between DREAM and Accordia (as holder of 49.0% of the shares in the Trustee-Manager) in relation to the Trustee-Manager, DREAM and Accordia have rights in their capacity as shareholders which include, inter alia, rights to receive the audit reports, documents to the Board and minutes of board meetings as well as monthly income and expenditure reports (ii) DREAM had also, in connection with the IPO, entered into an asset management agreement with the holding company that owns all the golf course assets of AGT, Accordia Golf Asset Godo Kaisha (&ldquo SPC&rdquo ), to provide asset management services to SPC, the key terms of which had been disclosed in the prospectus issued by the Trustee-Manager in connection with the IPO (the &ldquo Prospectus&rdquo ) and (iii) Daiwa PI Partners Co. Ltd., a wholly-owned subsidiary of Daiwa Group holds, as at the date of this announcement, 5.36% of the issued units of AGT.  Notwithstanding the relationships above, the members of the Audit and Risk Committee of the TrusteeManager (the &ldquo AC&rdquo ) had considered the potential conflict of interests in appointing Daiwa CM SG as a Joint Financial Advisor to assist with the evaluation of the Non-Binding Proposal and is of the view that any potential conflict of interests is reasonably resolved and managed for the following reasons: (i) as a unitholder, Daiwa Group&rsquo s interests is aligned with the other minority unitholders in expecting that the Divestment is undertaken on terms that are as favourable to AGT as possible such that the returns on its investment are maximised (ii) Daiwa Group does not have any shareholding or other interest in Accordia or its related corporations. Therefore, the Divestment is not an interested person transaction under Chapter 9 of the Listing Manual of the SGX-ST vis-à -vis Daiwa Group (iii) Daiwa Group does not have any ongoing mandate under which it provides financial advisory services to Accordia and its related corporations. Accordingly, there exists no financial connection between Daiwa Group and Accordia which would give rise to a conflict of interest on the part of Daiwa CM SG accepting the role of Joint Financial Advisor 3 (iv) Daiwa CM SG has confirmed that it will not receive any benefits from Accordia or its related corporations in connection with the Divestment (v) any potential influence by DREAM (as 51.0% shareholder of the Trustee-Manager) over the appointment of Daiwa CM SG as Joint Financial Advisor has been addressed by DREAM&rsquo s nominee on the Board, Mr Toyo Nakanishi, recusing from the Board deliberation on selecting a financial advisor for the Divestment (see response to query (d) below)   (vi) arising from its 51.0% shareholding in the Trustee-Manager, Daiwa Group&rsquo s only interest in the Divestment is the Trustee-Manager&rsquo s entitlement to a divestment fee of 0.15% of the last available appraised value obtained by the Trustee-Manager or the SPC of any investments divested directly or indirectly by AGT, as determined by such appraiser. However, this divestment fee arrangement was already in place at the IPO and disclosed in the Prospectus, and is not a result of Daiwa Group&rsquo s involvement as Joint Financial Advisor or a specific arrangement arising from the Divestment and (vii) there is another independent Joint Financial Advisor to work with Daiwa CM SG in the evaluation of the Non-Binding Proposal.  The AC also considered Daiwa CM SG&rsquo s knowledge of AGT and its assets, having been the joint global coordinator, issue manager and underwriter for the IPO. In addition, with Daiwa CM SG&rsquo s Japanese networks through its Japanese investment banking division, it has knowledge and/or expertise of the Japanese golf course industry, Japanese-related issues that might arise in the course of the Divestment and the Japanese investor base of AGT. In deciding on the appointment of Daiwa CM SG as a Joint Financial Advisor, the following steps were also taken: (i) Daiwa CM SG had sought and obtained a legal opinion from its own Singapore legal adviser on the potential conflict of interests in relation to its appointment as a Joint Financial Adviser, (ii) the AC had sought and obtained a legal opinion from its own Singapore legal adviser independently of the Trustee-Manager and Daiwa CM SG and (iii) Daiwa CM SG had provided certain confirmations to the AC to address concerns of potential conflict of interests arising from their appointment as a Joint Financial Advisor.  Question 2. Please disclose whether the Trust/Trustee-Manager has any current or any prior relationships with Ernst and Young. If so, please disclose whether any of these relationships may result in any potential/perceived conflicts.  Response. Save for the current appointment as Joint Financial Advisor, neither the Trustee-Manager nor AGT has any prior or ongoing relationship with EYCF.  Question 3. To disclose the timeline set for the joint financial advisors to complete the review and report their findings. Please confirm that the final recommendation of the FAs will be disclosed to unitholders.  Response. Although the Trustee-Manager has begun working with the Joint Financial Advisors since their appointment, no formal timeline has been set. The final recommendation of the Joint Financial Advisors to the Board will be disclosed to unitholders. In addition, an independent financial advisor will be separately appointed and their recommendation to the AC will be disclosed to unitholders of AGT in the circular to unitholders in connection with the Divestment.  Question 4. To disclose whether the joint financial advisors were independently appointed by the AC. If so, please provide specific details of this independent process and confirm that nonindependent directors were not involved in the decision to appoint any of the FAs. If this process was not independently undertaken by the AC, please disclose why this was not necessary in view of the potential conflict of interests, if any.  Response. Only the AC was involved in the deliberation and decision on the selection of the Joint Financial Advisors, with Mr Yoshihiko Machida and Mr Toyo Nakanishi recusing from the deliberation and decision. The AC had considered a list of potential financial and shortlisted three potential candidates for fee proposals (after considering various factors like familiarity with the assets of AGT, track record and experience in such transactions), and evaluated their expertise, scope of work and their fee structure. The AC had finally selected Daiwa CM SG and EYCF for their expertise, potential to contribute positively to the project and the final fee structure.  https://links.sgx.com/FileOpen/AGT%20Response%20to%20SGX%20Queries_v5_24.12.19.ashx?App=Announcement& FileID=591589
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Goldfinger Supreme	24-Dec-2019 18:30        Goldfinger About Contact  Quote this Post!
x 0   x 0  Alert Admin	OMG - SGX querried and Accordia Manager responded on potential conflicts. And nothing was asked by SGX about the unclear and vague purchase price. Are they nuts? Or are these goons really missing it totally???
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Goldfinger Supreme	24-Dec-2019 18:12        Goldfinger About Contact  Quote this Post!
x 0   x 0  Alert Admin	Please help write in to SGX Regco to query the ambiguous effective offer price for the golf courses. Given that the shares are trading freely now - it is a responsibility for the Trust Manager to give a clear guidance on the financial implications.
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laksaman57 Supreme	24-Dec-2019 17:07        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	Vote 'NO' to sale of golf courses. If AGC aka MBK want all the properties, then take over AGT at premium price. Just as when MBK bought over AGC at a premium.
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mrwise Supreme	24-Dec-2019 17:01        mrwise About Contact  Quote this Post! Style: Combined   Mood:
x 0   x 0  Alert Admin	We must never let them sell at dirt cheap price...let our power combined and push the deal off if the price is not right!!! We should all go to the next AGM and questioned them off!
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Goldfinger Supreme	24-Dec-2019 14:53        Goldfinger About Contact  Quote this Post!
x 0   x 0  Alert Admin	Just block at EGM and demand that the manager put this up for open tender if they wish to sell.
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pkli899 Supreme	24-Dec-2019 14:05        pkli899 About Contact  Quote this Post!
x 0   x 0  Alert Admin	Merry Christmas and Happy New Year to all. Hope, after the festive season, someone appear to counter offer!
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pkli899 Supreme	24-Dec-2019 14:03        pkli899 About Contact  Quote this Post!
x 0   x 0  Alert Admin	Exactly, proposal is buying the golf courses - mostly freehold. (at dirt cheap price!). The right and clean thing to do is a fair offer for all shares they have not already owned. They can delist therafter, nobody will make noise. Instead, they play dirty. If proceed is distributed, they will get their share of more than 28%!. Buy cheap become cheaper! laksaman57      ( Date: 24-Dec-2019 13:12) Posted: Gentle Reminder ▶ There is ONLY takeover of AGT properties There is NO takeover of AGT shares There is NO guarantee AGT mgr will distribute cash upon all golf courses sold.
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pkli899 Supreme	24-Dec-2019 13:54        pkli899 About Contact  Quote this Post!
x 0   x 0  Alert Admin	Yes, always the case, their accounts full of ambiguities. Declared DPU always never tally! Non paying quarters mostly high DPU mentioned but actual paid out many times never add up! Skywalker98      ( Date: 24-Dec-2019 12:57) Posted: 4th qtr FY18/19 they recorded an inpairment of goodwill in the amount of JPY 13 billion, supposedly due to weather damage of the golf courses in Jan-Mar 19. But nowhere I can see how they arrived at such a large loss of goodwill. That' s significant because then it resulted largely in the reduction of NAV from $0.90 to $0.71. As of 30/9/2019 they are still carrying JPY17B in accumulated losses... NAV is now $0.76. What if the mysterious " goodwill" is re-written back into the balance sheet??? Or manifest itself in other forms...?? Then the NAV will rebound to $0.90 or therebaouts. My original speculation of GO price of $0.97 may just come through assuming 1.1x of NAV. Interesting isn' t it???
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laksaman57 Supreme	24-Dec-2019 13:12        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	Gentle Reminder ▶ There is ONLY takeover of AGT properties There is NO takeover of AGT shares There is NO guarantee AGT mgr will distribute cash upon all golf courses sold.
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Skywalker98 Member	24-Dec-2019 12:57        Skywalker98 About Contact  Quote this Post!
x 0   x 0  Alert Admin	4th qtr FY18/19 they recorded an inpairment of goodwill in the amount of JPY 13 billion, supposedly due to weather damage of the golf courses in Jan-Mar 19. But nowhere I can see how they arrived at such a large loss of goodwill. That' s significant because then it resulted largely in the reduction of NAV from $0.90 to $0.71. As of 30/9/2019 they are still carrying JPY17B in accumulated losses... NAV is now $0.76. What if the mysterious " goodwill" is re-written back into the balance sheet??? Or manifest itself in other forms...?? Then the NAV will rebound to $0.90 or therebaouts. My original speculation of GO price of $0.97 may just come through assuming 1.1x of NAV. Interesting isn' t it???
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laksaman57 Supreme	24-Dec-2019 12:38        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	AGC aka MBK buying AGT properties NOT it's shares. There is no vote on share price. Vote "NO" JoeJordan      ( Date: 24-Dec-2019 11:43) Posted: 0.71 NO! 0.92 YESSSS!!! laksaman57      ( Date: 24-Dec-2019 11:20) Posted: 🙋 'NO
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laksaman57 Supreme	24-Dec-2019 12:35        laksaman57 About Contact  Quote this Post!
x 0   x 0  Alert Admin	http://layersinvesting.blogspot.com/2019/12/accordia-golf-trust-buyout-various.html?m=1 "The highest yield in Japan REIT is 5.5%, a hotel REIT and as low as 2.7%, a office REIT. The TTM DPU for AGT is of 4.7 cents. At 82 cents the yield will be 5.7%. A good enough deal for the parent. Once the deposit of membership is fully paid out in 8 - 9 years. There will be a boost in DPU. A future catalyst of AGT." Goldfinger      ( Date: 24-Dec-2019 12:07) Posted: Probably I would only sell if it hits over sgd1. Otherwise it?s really only 6 years worth of dividends. For such trusts with freehold assets, it?s something that can produce dividends for perpetuity. And be passed on for my kid.
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Goldfinger Supreme	24-Dec-2019 12:07        Goldfinger About Contact  Quote this Post!
x 0   x 0  Alert Admin	Probably I would only sell if it hits over sgd1. Otherwise it?s really only 6 years worth of dividends. For such trusts with freehold assets, it?s something that can produce dividends for perpetuity. And be passed on for my kid.
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