sip1407001 p vegetable gf(1714) c(clean)

8/12/2019 Sip1407001 p Vegetable Gf(1714) c(Clean)

1/683

Accordia Golf Trust Management Pte. Ltd. (Registration Number: 201407957D), as thetrustee-manager (the Trustee-Manager) of Accordia Golf Trust (AG Trust), is makingan offering (the Offering) of 782,025,000 units representing undivided interests inAG Trust (the New Units) for subscription at the offering price (the Offering Price)which will be between S$0.97 per Unit (the Minimum Offering Price) and S$1.00 per

Unit (the Maximum Offering Price and the range between the Minimum Offering Priceand the Maximum Offering Price, the Offering Price Range). The Offering consists of(i) an international placement to investors, including institutional and other investors inSingapore (the Placement), (ii) an offering to the public in Singapore (the SingaporePublic Offering) and (iii) a public offering without listing in Japan (the Japanese PublicOffering). The minimum size of the Singapore Public Offering will be 41,163,000 Units.Investors subscribing for Units under the Singapore Public Offering will pay the MaximumOffering Price (subject to refund). There is one Unit in issue as at the date of this Prospectus.The total number of outstanding Units immediately after the completion of the Offering willbe 1,099,122,000 Units.

Daiwa Capital Markets Singapore Limited and Citigroup Global Markets Singapore Pte.Ltd. are the joint global coordinators, bookrunners, issue managers and underwriters forthe offering (together, the Joint Global Coordinators, Bookrunners, Issue Managers

and Underwriters or the Joint Bookrunners). The Offering is fully underwritten at theOffering Price by the Joint Bookrunners on the terms and subject to the conditions of the

Separate from the Offering, Accordia Golf Co., Ltd. (the Sponsor or Accordia Golf)will receive, as part settlement of the consideration for the acquisition of the Initial Portfolio, 317,096,999 Units (the Consideration Units).

No Units shall be al lotted or a llocated on the basis of this Prospectus later than six monthsafter the registration of this Prospectus by the Monetary Authority of Singapore (theAuthority or the MAS). Prior to the Offering, there has been no market for the Units.The offer of Units under this Prospectus will be by way of an initial public offering inSingapore. Application has been made to Singapore Exchange Securities Trading Limited (the

SGX-ST) for permission to list on the Main Board of the SGX-ST (i) all the Units inissue, (ii) all the New Units, (iii) all the Consideration Units and (iv) all the Units which maybe issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Managers fees. Such permission will be granted when AG Trust has been admitted to the conditional upon issue of the Units and upon permission being granted by the SGX-ST to listand deal in and for quotation of the Units. In the event that such permission is not granted or ifthe Offering is not completed for any other reason, application monies will be returned in full, therefrom, and without any right or claim against any of AG Trust, the Trustee-Manager, theSponsor or the Joint Bookrunners.

AG Trust has received a letter of eligibility from the SGX-ST for the listing and quotation of(i) all the Units in issue, (ii) all the New Units, (iii) all the Consideration Units and (iv) all theUnits which may be issued to the Trustee-Manager from time to time in full or part paymentof the Trustee-Managers fees on the Main Board of the SGX-ST. AG Trusts eligibility tolist on the Main Board of the SGX-ST does not indicate the merits of the Offering, AG Trust,the Trustee-Manager, the Sponsor, the Joint Bookrunners or the Units. The SGX-ST assumesno responsibility for the correctness of any statements or opinions made or reports contained indication of the merits of the Offering, AG Trust, the Trustee-Manager, the Sponsor, the JointBookrunners or the Units.

AG Trust is a business trust (ReBusiness Trusts Act, Chapter 31A ocopy of this Prospectus has been lo2014 by the MAS. The MAS assumeRegistration of this Prospectus byFutures Act, Chapter 289 of Singapany other legal or regulatory requirin any way, considered the merits o

See Risk Factors for a discussion an investment in the Units. None ofJoint Bookrunners guarantees the pthe payment of a particular return

In connection with the Offering, CitigrManager) has been granted an ovethe Sponsor (the Unit Lender), exon behalf of the Stabilising Managerin part, on one or more occasions, t41,217,000 Units at the Offering Pricof Units in the Offering, solely to coapplicable laws and regulations, includate of commencement of trading in t

falling 30 days thereafter, or (ii) the dbehalf of the Stabilising Manager) hUnits representing not more than 5undertake stabilising actions. The exetotal number of Units in issue. (See Pfor further details.)

Prospective investors applying for UApplication Forms or Electronic AppConditions and Procedures for Appliwill have to pay the Maximum Offeramount or, as the case may be, the b claim against AG Trust, the Trustee-M

an application is rejected or acceptedany reason, or (iii) if the Offering PricPrice will be determined followingTrustee-Manager and the Joint Bookr(the Price Determination Date), whave no obligation whatsoever to agrany reason whatsoever, the Offering PTrustee-Manager, the Offering will noin one or more major Singapore newand Lianhe Zaobaonot later than two

Nothing in thi s Prospectus constituteother jurisdiction where it is unlawfregistered under the U.S. Securities Aand, accordingly, may not be offeredthat is exempt from, or not subject Act. The Units are being offered and and other investors in Singapore) in (Regulation S).

This document is important. If you

Offering of 782,025,000 Units (subject to the Over-Allotment Option)

Offering Price Range: S$0.97 to S$1.00 per Unit

Singapores first listed

business trust with

golf course assets

in Japan

ANNUAL DISTRIBUTION YIELD OF

9.1%(1)(including non-recurring items)

NORMALISED DISTRIBUTION YIELD OF7.0%(2)

(excluding non-recurring items)

FOR FORECAST YEAR 2015(3) (4)

Notes:

(1) Based on the illustrative annual DPU yield (including non-recurring items) and the Minimum Offering Price(2) B d th ill t ti li d DPU i ld ( l di i it ) d th Mi i Off i P i

PROSPECTUS DATED 21 JULY 2014 (REGISTERED WITH THE MONETARY AUTHORITY OF SINGAPORE ON 21 JULY


2/683

Accordia Golf TrustPresents A Unique OpportunityTo Invest In Japans Golfing Market

About Accordia Golf Trust (AG Trust)

First business trust comprising investments in golf course assets in Japan to be listed on the SGX-ST

Initial Portfolio: 89(1)golf courses (including golf course related assets) located across Japan, valued at apJPY150,908 million(2)(approximately S$1,851 million)

86.4%(3)of the Initial Portfolio Golf Courses, are located in the three largest metropolitan areas in Japanbetter developed and well-maintained transport infrastructure and can be conveniently accessed by cust

Appraised Value(2) of the Initial Portfolio Golf Courses

AG Trust Portfolio

(2013/9/30)

Source: Sponsor, CBRE, Tanizawa

Three largest metropolitan areas account for 86.4% (3)

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

49.1% 25.0% 12.3% 13.6%

Greater Tokyo Region Greater Osaka Region

Other RegionsGreater Nagoya Region

S i G f C


3/683

Key Investment Highlights and Competitive Stre

A unique opportunity to invest in the rst SGX-listed business trust with

an initial portfolio comprising golf course assets in Japan

POSITIVE MACRO-ECONOMIC TRENDS

Japans golf market has consistentlyshown a strong positive correlationwith the underlying condition of theeconomy

The demand for golf and consequentlyfor the courses owned by AG Trust,will benefit from the possible economicrecovery across Japan

Access and Exposure to theGolf Course Industry in Japan

Japan Nominal GDP (Historical and Forecast)

Yen(inTrillion)

570

550

530

510

490

470

4502008 2009 2010 2011 2012 2013 2014F 2

Nominal GDP Year-on-Year Change

RETURN OF GOLF TO THE O

HOST THE 2020 SUMMER OL

CHANGE IN DEMOGRAPHICS WITH MORE SENIOR CITIZENS

The increase in the number of senior golfers is anticipated to be a


4/683

Brand Recognition and Play

Major Golf Courses Operato

0%

ACCORDIA GOLF

10%

20%

30%

40%

50%

60%

70%

59.8%

43.7%

31.4%

Brand Recognition Play Ex

Quality initial portfolio of golf courses to provide stable and attractive yi

A WELL-DIVERSIFIED AND BALANCED INITIAL PORTFOLIO WITH

LOW CUSTOMER CONCENTRATION RISK

No single golf course accounts for more than 6.0% of the aggregateappraised value of the Initial Portfolio as at 30 September 2013

LOCATED MAINLY IN THE THREE LARGEST METROPOLITAN AREAS

IN JAPAN WITH GOOD ACCESS TO DENSELY POPULATED CITIES

Generally able to attract more visitors and generate higher revenue

Better developed and well-maintained transport infrastructure andcan be conveniently accessed by customers

Weather conditions are more stable

Liquidity of assets will be higher in the event of a sale, as comparedto those located in regions outside of the three largest metropolitanareas in Japan

INITIAL PORTFOLIO OF INCOME-GENERATING STABILISED GOLF

COURSES AND GOLF COURSE RELATED ASSETS CAPABLE OF

GENERATING A STABLE AND ATTRACTIVE YIELD

Operated under the Accordia brand, which enjoys the highest brandrecognition among the three major golf course operators in Japan(4)

High utilisation rate of 75.9% on average in FY2013 The Accordia brand golf courses tend to be more resilient to

economic downturns given their relatively reasonable fees and costefficient operations

Japan Market

(2012)

AG Trust Portfolio(2014/3/3)

Number of Golf Courses

0% 10% 20%

Three large

39%

28%

Greater Tokyo Region Gre

OthGreater Nagoya Region


5/683

Strong growth opportunities

STRONG EXTERNAL GROWTH OPPORTUNITIES BASED ON A

VISIBLE PIPELINE

Sponsors Portfolio post-IPO

The Sponsor has identified 26 golf courses held by the Sponsor andoperated under the Accordia brand which could potentially beoffered to AG Trust

The Sponsor has granted AG Trust:

(i) a right offi

rst refusal over any golf course business to be acquiredor disposed by the Sponsor which falls within AG Trustsinvestment mandate;

(ii) certain rights to initiate discussions with the Sponsor; and

(iii) certain undertakings to offer, and a call option over, the existingand future golf course business which are held by the Sponsorunder the Accordia brand

Sponsor has acquired as many as 59 golf courses between FY2006

Market Share of G


6/683

Sponsorship by Japans Leading GolfCourse Operator

COMPREHENSIVE SUPPORT UNDER THE SPONSOR

SUPPORT AGREEMENT

AG Trust will leverage on the expertise, know-how andexperience of the Sponsor in golf course management, the

strong brand awareness of the Sponsor in the golf course

management industry, as well as established value chains

associated with golf courses held by the Sponsor

LEVERAGING ON THE SPONSORS STRONG NETWORK

OF RELATIONSHIPS WITH FINANCIAL INSTITUTIONS

AND AG TRUSTS CONSERVATIVE CAPITAL STRUCTURE

TO SUPPORT FUTURE GROWTH

ALIGNMENT OF INTEREST BETWEEN SPONSOR AND

UNITHOLDERS

The Sponsor will, immediately after the completion

of the Offering, be the largest Unitholder of AG Trust,

holding an aggregate of 28.85% of the Units upon listing

of AG Trust (assuming the Over-Allotment Option is not

exercised) or an aggregate of 25.10% of the Units upon

listing of AG Trust (assuming the Over-Allotment Option

is exercised fully), and intends to maintain its stake inAG Trust


7/683

About the Sponsor

Accordia Golf Co., Ltd., is the leading golf course operator in Japan

Operates 135 golf courses and 26 driving ranges as at the LatestPracticable Date

Listed on the Tokyo Stock Exchange with a market capitalisationof approximately JPY136.5 billion or S$1.67 billion as at theLatest Practicable Date

About the Trustee-Manager

Accordia Golf Trust Management Pte. Ltd. is 49.0% held by theSponsor and 51.0% held by Daiwa Real Estate Asset ManagementCo. Ltd., a wholly-owned subsidiary of Daiwa Securities GroupInc.

The Trustee-Managers management team has significant

experience in Japans golf course industry and the golf course

management business

ASSET MANAGEMENT STRATEGY:

Increase revenue of the Initial Portfolio

Acquisition of new assets and divestment of under-performing assets

Optimising and improving operational efficiency and reducingoperating costs

RISK AND CAPITAL MANAGEMENT STRATEGY:

Assess risks relating to AG Trusts business

Optimise overall capital structure of AG Trust and its assets

(including the Initial Portfolio) Proactively manage overall financing costs

Utilise hedging techniques as appropriate to manage the foreignexchange exposure

ACQUISITION AND GROWTH STRATEGY

A right of first refusal and call option over the Sponsors pipeline ofgolf courses and driving ranges

Pursue selective acquisition opportunities to expand AG Trusts

business and portfolio of assets

To distribute 100.0% of AForecast Year 2015

First distribution will be and ending on 31 March

To distribute at least 9Income thereafter

ATTRACTIVE

ANNUAL DIS

9(includinNORMALISED DIST

(excludin

FOR FORE

0%Based on Maximum

Offering Price

2%

4%

6%

8%

10%

6.8%

8.8%

Distribution Yield for Forec

Notes:

(6) Illustrative DPU yields are cwhich is converted from JPS$, by the respective estimais calculated based on the uyields will vary accordinglysecondary market at a marke

(7) The 12-month period from 1 A

(8) Based on the illustrative annand the Minimum Offering P

(9) Based on the illustrative noitems) and the Minimum Offe


8/683

Collaboration with Daiwa Securities Group, whichis highly experienced in asset management

Daiwa Real Estate Asset Management Co Ltd the real estate asset


9/683

TABLE OF CONTENTS

NOTICE TO INVESTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .

MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . .

CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . .

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

INFORMATION CONCERNING THE UNITS . . . . . . . . . . . . . . . . . . . . . .

DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXCHANGE RATE INFORMATION AND EXCHANGE CONTROLS . . . .

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . .

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL C

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . .

PROFIT AND CASH FLOW FORECAST. . . . . . . . . . . . . . . . . . . . . . . . .

THE RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE BUSINESS OF ACCORDIA GOLF TRUST . . . . . . . . . . . . . . . . . . .

OVERVIEW OF RELEVANT LAWS AND REGULATIONS IN JAPAN . . .

OVERVIEW OF THE GOLF COURSE INDUSTRY . . . . . . . . . . . . . . . . .

THE TRUSTEE-MANAGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE SPONSOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

INTERESTED PERSON TRANSACTIONS AND POTENTIAL C

INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE CONSTITUTION OF ACCORDIA GOLF TRUST. . . . . . . . . . . . . . .

CERTAIN AGREEMENTS RELATING TO ACCORDIA GOLF TRUST . .

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


10/683

APPENDIX A REPORTING ACCOUNTANTS REPORT ON THE

OF THE UNAUDITED PRO FORMA FINANCIAL

OF ACCORDIA GOLF TRUST AND ITS SUBSIDIA

FINANCIAL YEARS ENDED 31 MARCH 2011, 3

AND 31 MARCH 2013 AND FOR THE NINE-MO

ENDED 31 DECEMBER 2012 AND 31 DECEMB

APPENDIX B REPORTING ACCOUNTANTS REPORT ON TH

CASH FLOW FORECAST OF ACCORDIA GOLF

SUBSIDIARIES FOR THE FINANCIAL YEAR END

2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

APPENDIX C INDEPENDENT TAXATION REPORT . . . . . . . . .

APPENDIX D INDEPENDENT FINANCIAL ADVISER REPOR

INTERESTED PERSON TRANSACTIONS . . . . .

APPENDI X E I NDEPENDENT REAL ESTATE VALUATIO

REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

APPENDIX F INDEPENDENT VALUATION SUMMARY LETTE

APPENDIX G INDEPENDENT REPORT ON THE GOLF COURS

APPENDIX H TERMS, CONDITIONS AND PROCEDURES FOR

FOR AND ACCEPTANCE OF THE UNITS IN SIN

APPENDIX I LIST OF PRESENT AND PAST PRINCIPAL DIRE

DIRECTORS AND EXECUTIVE OFFICERS . . . .


11/683

NOTICE TO INVESTORS

No person is authorised to give any information or to make any represe

this Prospectus and any information or representation not so contained

as having been authorised by or on behalf of any of AG Trust, the Truste

or the Joint Bookrunners. If anyone provides you with different or incon

should not rely upon it.

Neither the delivery of this Prospectus nor any offer, subscription, sale or t

shall under any circumstances imply that the information herein is

subsequent to the date hereof or constitute a representation that there

development reasonably likely to involve a material adverse change in th

prospects of AG Trust, the Trustee-Manager or the Units since the date o

such changes occur and are material or required to be disclosed by law,

other regulatory or supervisory body or agency, the Trustee-Manager will

of the same to the SGX-ST and, if required, lodge and issue a supp

replacement document pursuant to Section 282D of the SFA and take im

with the said Section 282D. Investors should take notice of such announ

and upon release of such announcements and documents shall be deeme

changes.

None of AG Trust, the Trustee-Manager, the Sponsor or the Joint Boo

respective affiliates, directors, officers, employees, agents, representativ

any representation or undertaking to any subscriber of Units regar

investment by such subscriber under any securities, investment or simil

Prospectus is issued solely for the purpose of the Offering and prospecti

should not construe the contents of this Prospectus as legal, business,

Investors should be aware that they may be required to bear the financia

in the Units for an indefinite period of time. Investors should consult

advisers as to the legal, business, financial or tax and related aspects

Units.

By applying for the Units on the terms and subject to the conditions in

investor in the Units represents and warrants that, except as othe

Trustee-Manager and the Joint Bookrunners in writing, he is not (i) a

shareholder/Unitholder of AG Trust, the Trustee-Manager or the Sponsor

of the persons mentioned in (i), or (iii) a connected client of any Joint Bo

or distributor of the Units.

Copies of this Prospectus and the Application Forms may be obtained

availability, during office hours, from:


12/683

sources believed to be reliable, but there can be no assurance as to the ac

of such information. While the Trustee-Manager has taken reasonable

information is extracted accurately and in its proper context, the Tr

independently verified any of the data from third-party sources or asc

economic assumptions relied upon therein.

The distribution of this Prospectus and the offering, subscription, sale o

certain jurisdictions may be restricted by law. AG Trust, the Trustee-Mana

Joint Bookrunners require persons into whose possession this Prosp

themselves about and to observe any such restrictions at their own expe

to any of AG Trust, the Trustee-Manager, the Sponsor or the Joint Bookr

does not constitute, and the Trustee-Manager, the Sponsor and the Jo

making, an offer of, or an invitation to subscribe for or purchase, any of the

in which such offer or invitation would be unlawful. Persons to whom a cop

been issued must not circulate it to any other person, reproduce or o

Prospectus or any information herein for any purpose whatsoever nor pe

to occur. For investors in member states of the European Economic Are

on the applicable disclosure requirements under the Alternative Inve

Directive 2011/61/EU will be provided together with the Prospectus.

The Units have not been, and will not be, registered under the U.S. Secuoffered or sold within the United States except in a transaction that is exe

to, the registration requirements of the U.S. Securities Act. The Units a

outside the United States in reliance on Regulation S.


13/683

FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus constitute forward-looking statem

also contains forward-looking financial information in Profit and Ca

statements other than statements of historical facts included in this Pros

regarding the future financial position and results of AG Trust, the busin

objectives of the Trustee-Manager for future operations of AG Trust (inclu

and dividends) and statements on future changes in the industry, are forw

These forward-looking statements and financial information involve kno

uncertainties and other factors that may cause the actual results, perfor

of AG Trust, the Trustee-Manager or the Sponsor, or industry results, t

from any future results, performance or achievements expressed or im

looking statements and financial information. These forward-looking s

information are based on numerous assumptions regarding the Trustee

future business strategies and the environment in which AG Trust, the T

Sponsor will operate in the future. As these statements and financia

Trustee-Managers current views concerning future events, these st

information necessarily involve risks, uncertainties and assumptions. Ac

could differ materially from these forward-looking statements and fin

should not place any undue reliance on these forward-looking statemen

The important factors that could cause AG Trusts or the Trustee-M

performance or achievements to differ materially from those in the forward

financial information include, but are not limited to:

general global, regional and local economic conditions, particularly

regulatory developments and changes in the golf course industry;

implementation of new or changes in government regulations, includ

particularly in Japan;

the ability of the Trustee-Manager to successfully execute the bu

Trust;

changes in the need for capital and the availability of financing a

needs;

changes in interest rates or rates of inflation;

breaches of laws or regulations in the operation and managemen

future businesses and assets;


14/683

foreign currency exchange rate fluctuations, including fluctuations

currencies that are used in the business of AG Trust;

legal, regulatory and other proceedings arising out of the operation

general global, regional and local political and social conditions and

changes to existing government policies in the jurisdictions where A

in the future, particularly Japan;

delays in obtaining business related approvals;

t iming of cash f lows;

the acquisition of new golf courses and associated capital expend

business trust expenses;

other factors beyond the control of AG Trust; and

other matters not yet known to AG Trust.

Additional factors that could cause actual results, performance or

materially include, but are not limited to, those discussed under Risk Fa

Flow Forecast, Distributions and The Business of Accordia Golf Trust

statements and financial information speak only as at the date of this Pr

Trustee-Manager, the Sponsor and the Joint Bookrunners expressly dis

undertaking to release publicly any updates of or revisions to any forwa

financial information contained herein to reflect any change in

expectations with regard thereto or any change in events, conditions or any such statement or information is based, subject to compliance with

regulations and/or the rules of the SGX-ST and/or any other relevant re

body or agency.


15/683

MARKET AND INDUSTRY INFORMATIO

This Prospectus includes market and industry data and forecasts that h

internal surveys, reports and studies, where appropriate, as well as m

available information and industry publications. Industry publications,

generally state that the information they contain has been obtained from

reliable, but there can be no assurance as to the accuracy or complet

information. The Trustee-Manager has commissioned CBRE K.K. (CBRE

the global golf course industry for the purpose of inclusion in this Pro

(actual, estimated and forecast) relating to, among other things, dem

information. While the Trustee-Manager believes that the third part

contained in this Prospectus are reliable, the Trustee-Manager cannot en

information or data, and the Trustee-Manager, the Sponsor and the Joint

their affiliates or advisers have not independently verified this informatio

the underlying economic assumptions relied upon therein.


16/683

CERTAIN DEFINED TERMS AND CONVENT

AG Trust will publish its financial statements in Japanese yen. In this Pr

S$, SGD, Singapore dollars or Singapore cents are to the lawful

references to U.S.$, U.S. dollars or U.S. cents are to the lawful curre

of America and references to , JPY or Japanese yen are to the law

For the readers convenience, certain Japanese yen amounts have been t

dollars. Unless otherwise indicated, such translations have been made

rate as at 16 June 2014, being the latest practicable date prior to the lodg

with the MAS (the Latest Practicable Date), of JPY81.52 = S$1.00. S

not be construed as representations that the Japanese yen or Singapore

to could have been, or could be, converted into Japanese yen or Singap

may be, at that rate indicated or any other rate or at all. See Exchang

Exchange Controls for further information regarding rates of exchange

yen and the Singapore dollar.

Unless otherwise specified, references to revenue from the golf courses

the Pro-Shop Business (as defined herein). See The Restructuring E

Restructuring 5. The Arrangement of the Pro-Shop Business for d

Business arrangement.

Capitalised terms used in this Prospectus have the meanings set out in

The forecast yields are calculated based on the Minimum Offering P

Offering Price. Such yields and yield growth will vary accordingly for inves

in the secondary market at a market price different from the Minimum

Maximum Offering Price.

Where appropriate, certain figures that appear in this Prospectus ha

discrepancies in the tables, graphs and charts included in this Prospe

amounts and totals thereof are due to rounding.

References to Appendix or Appendices are to the appendices set ou

references in this Prospectus to dates and times shall mean Singapore

otherwise specified.

In this Prospectus, references to SPC is to Accordia Golf Asset Godo

references to New SPC is to the same entity after the Merger (as de

Restructuring Exercise for further details.


17/683

OVERVIEW

The following overview is qualified in its entirety by, and is subjec

information contained in or referred to elsewhere in this Prospectus. The

defined in this overview can be found in the Glossary or in the trust deed

Deed). A copy of the Trust Deed can be inspected at the registered office

which is located at 6 Shenton Way, #25-09 OUE Downtown 2, Singapor

Statements contained in this overview that are not historical facts m

statements. Such statements are based on certain assumptions and are

uncertainties and assumptions that could cause actual results, performa

AG Trust or the Trustee-Manager to differ materially from those forecaste

Forward-Looking Statements). Under no circumstances should the inclu

herein be regarded as a representation, warranty or prediction of the ac

assumptions by AG Trust, the Trustee-Manager, the Sponsor and the Jo

other person or that these results will be achieved or are likely to be ac

Units involves risks. Prospective investors are advised not to rely sole

should read this Prospectus in its entirety and, in particular, the s

information in this overview is extracted and Risk Factors to better und

AG Trusts businesses and risks.

INTRODUCTION TO ACCORDIA GOLF TRUST

AG Trust is the first business trust comprising investments in golf cours

listed on the SGX-ST. AG Trust is constituted with the principal investme

directly or indirectly, in the business of owning a portfolio of stabilised,

courses, driving ranges and golf course related assets worldwide, with a

For the avoidance of doubt, golf course related assets means assets w

golf courses and driving ranges and integral to the golf course businhouses and hotels. AG Trust will not be involved in the business of dev

developing or acquisition of hotels or hotel businesses which are not re

business.

The Trustee-Managers key objectives are to invest in golf courses, drivin

related assets that are able to generate long-term, stable cash flows, w

distributions to Unitholders and maximising long-term investment ret

generating long-term capital value growth through future acquisitions.

AG Trusts initial portfolio (the Initial Portfolio) will comprise 891 golf co

course related assets relating to such golf courses) located across Japa

Golf Courses), with 86.4%2 of the Initial Portfolio Golf Courses, based o

as at 30 September 2013 located in the three largest metropolitan area


18/683

approximately JPY150,908 million (equivalent to approximately S$1

September 2013 by CBRE and Tanizawa (each an Independent Real

together, the Independent Real Estate Appraisers). (See Appendix

Estate Valuation Summary Reports.)

The Trustee-Manager will acquire the Initial Portfolio, through the acquis

at an acquisition price of S$945 million1, based on the valuation by Pricew

Ltd. (the Independent Valuer). This value is based on the valuation by

using the discounted cash flow method, being JPY81,982 million2 (equ

S$1,006 million), and is net of net debt (comprising intercompany loans an

the value attributable to membership interests in New SPC.

The acquisition price of the TK Interests is based on the valuation by thenot the valuations by the Independent Real Estate Appraisers as AG T

Interests, being the business of New SPC (which takes into consideratio

SPC and debt) and not the golf courses as real estate assets. In adopting

method, the results of the real estate appraisals were not applied.

In addition, as the real estate appraisals are based on the cash flows of th

have not been damages to the buildings or significant deterioration o

resulting from disasters such as earthquakes to have resulted in an adv

estate appraisals as at 30 September 2013, the Trustee-Manager is of thnot be any material differences to the real estate appraisals as at 30 S

update thereof is not necessary.


19/683

The Three Largest Metropolitan Areas in Japa

Tokyo, Kanagawa,

Saitama, Gunma, I

and Tochigi

Total Population* 42,631

Total Golf Course

Visitors**28,306

Greater Tokyo Region

Osaka, Kyoto, Nara,Hyogo, Shiga and

Wakayama


Total Golf Course

Visitors**14,048

Greater Osaka Region

Aichi, Gifu and Mie


Total Golf Course

Visitors**9,386

Greater Nagoya Region

* As of December 31st, 2012ohtni(3102yraurbeFot2102hcraMmorfdoirepehT**

Prefecture

Prefecture

Prefecture

(See Appendix G Independent Report on the Golf Course Industry.)

The population in Japan is unevenly distributed, with the majority locateRegion, the Greater Nagoya Region and the Greater Osaka Region. Golf

densely populated areas, as compared to other regions in Japan, are g

more visitors and generate higher revenue. These areas have bette

maintained transport infrastructure and can be conveniently accessed by

weather conditions in these three largest metropolitan areas are gen

instance, shutdown periods due mainly to snowfalls are shorter).

(See Key Investment Highlights and Competitive Strengths (III) Quacourses to provide stable and attractive yield Portfolio located mai

metropolitan areas in Japan with good access from densely populated c


20/683

The tables below set out certain information on the Initial Portfolio:

Summary of the Number of Golf Courses, Holes and Appraisal Value

by Region

RegionsNumber of

Courses %Number of

Holes %

m3

Three LargestMetropolitan Areas in

Japan

62 69.7 1,375 72.1

Greater Tokyo Region 35 39.3 781 41.0

Greater Osaka Region 15 16.9 369 19.4

Greater NagoyaRegion

12 13.5 225 11.8

Other Regions 27 30.3 531 27.9

Total 89 100 1,906 100

Note:

(1) Based on the real estate appraisals as at 30 September 2013 conducted by each o

Appraisers.


21/683

Summary of the Revenue of the Initial Portfolio by Region

Regions

Revenue(1) (JPY/SGD million

FY2011 FY2012 FY2013

Nine-mperiod e

31 Dece

201

Three Largest

Metropolitan Areas

in Japan(2)

JPY45,140

SGD554

(79.9%)

JPY43,878

SGD538

(80.0%)

JPY43,752

SGD537

(79.9%)

JPY35

SGD

(79.6

Greater Tokyo

Region(2)JPY24,782

SGD304

(43.9%)

JPY23,771

SGD292

(43.3%)

JPY23,932

SGD294

(43.7%)

JPY19

SGD

(43.5

Greater Osaka

Region(2)JPY13,239

SGD162

(23.4%)

JPY12,919

SGD158

(23.5%)

JPY12,609

SGD155

(23.0%)

JPY10

SGD

(22.9

Greater Nagoya

Region(2)JPY7,119

SGD87

(12.6%)

JPY7,188

SGD88

(13.1%)

JPY7,211

SGD88

(13.2%)

JPY5

SGD

(13.2

Other Regions(2) JPY11,357

SGD139(20.1%)

JPY10,999

SGD135(20.0%)

JPY11,021

SGD135(20.1%)

JPY9

SGD(20.4

Sub total(2) JPY56,497

SGD693

(100%)

JPY54,877

SGD673

(100%)

JPY54,773

SGD672

(100%)

JPY44

SGD

(100

Adjustment(3) JPY(544)

SGD(7)

JPY(947)

SGD(12)

JPY(1,179)

SGD(15)

JPY(9

SGD(

Total(4) JPY55,953

SGD686

JPY53,930

SGD662

JPY53,594

SGD657

JPY43

SGD5

Notes:

(1) Revenue includes golf course revenue (playing fees (green fee and cart fee) andmembership revenue (annual membership fee, new membership fee and name tran

(2) Calculated by the sum of the revenues of individual golf courses in the regions.

(3) Adjustment for reconciliation with the unaudited pro forma financial information of A

(4) Based on the unaudited pro forma financial information of AG Trust.


22/683

Summary of Net Operating Income of the Initial Portfolio by Region

Regions

NOI (2) (JPY/SGD million)

FY2011 FY2012 FY2013

Nine-m

period e

31 Dece

201

Three Largest

Metropolitan Areas

in Japan(3)

JPY15,863

SGD195

(83.9%)

JPY15,702

SGD193

(83.9%)

JPY15,737

SGD193

(83.2%)

JPY13

SGD

(83.0

Greater Tokyo

Region(3)JPY8,986

SGD110

(47.5%)

JPY8,731

SGD107

(46.6%)

JPY8,846

SGD109

(46.8%)

JPY7

SGD

(46.6

Greater Osaka

Region(3)JPY4,817

SGD59

(25.5%)

JPY4,703

SGD58

(25.1%)

JPY4,490

SGD55

(23.7%)

JPY3

SGD

(23.5

Greater Nagoya

Region(3)JPY2,060

SGD25

(10.9%)

JPY2,268

SGD28

(12.1%)

JPY2,401

SGD29

(12.7%)

JPY2

SGD

(13.0

Other Regions

(3)

JPY3,047SGD37

(16.1%)

JPY3,015SGD37

(16.1%)

JPY3,172SGD39

(16.8%)

JPY2SGD

(17.0

Sub total(3) JPY18,910

SGD232

(100%)

JPY18,717

SGD230

(100%)

JPY18,909

SGD232

(100%)

JPY16

SGD

(100

Adjustment(4) JPY(932)

SGD(11)

JPY(322)

SGD(4)

JPY(563)

SGD(7)

JPY(2

SGD

Total JPY17,978SGD221

JPY18,395SGD226

JPY18,346SGD225

JPY15SGD

Notes:

(1) Based on the unaudited pro forma financial information of AG Trust.

(2) NOI has been calculated by deducting merchandise and material expense, labexpenses from revenue.

(3) Calculated by the sum of the NOIs of individual golf courses in the regions.

(4) Adjustment for reconciliation with the unaudited pro forma financial information of A


23/683

Summary of the Number of Visitors and Utilisation Rate of the Initi

Regions

Average Number of Annual Visitors

per 18 Holes Utilisa

FY2011 FY2012 FY2013

Nine-month

period ended

31 December

FY2011 FY2012 2012 2013

Three Largest

Metropolitan

Areas in Japan 54,151 54,257 55,998 44,846 44,644 76.3 75.7

Greater Tokyo

Region 53,327 52,638 55,068 44,103 43,166 75.3 73.7

Greater Osaka

Region 57,275 57,275 57,933 46,344 47,475 80.2 79.0

Greater Nagoya

Region 51,734 54,927 55,988 44,968 45,130 73.6 77.5

Other Regions 43,839 4 4,130 4 5,262 37,111 3 7,418 66.8 67.2

Total 51,278 51,435 53,007 42,691 42,631 73.8 73.5

Note:

(1) Utilisation rate is calculated based on the following formula for each region:

Utilisation rate = Total number of visitors per 18 holes/Total operating days 200 p

200 persons in this formula is a standardised maximum visitor capacity per 18 hoplayers per day) used by the Sponsor based on its experience in operating golf couan assumed maximum visitor capacity and the number of visitors in a day can excecertain Initial Portfolio Golf Courses can exceed 100% (see the utilisation rates of cein the Initial Portfolio by appraisal value as at 30 September 2013 under The Busine

Initial Portfolio Top 10 Golf Courses).While the util isation rate is not a measure of golf course operations commonTrustee-Manager believes that this measure reflects the level of efficiency in the opeof a golf course in a meaningful manner.

As shown in the table Summary of the Number of Visitors and UtilisPortfolio by Region, the golf courses located in the three largest metrhave consistently attracted a significantly higher number of visitors in thhigher utilisation rates compared to the golf courses in other regions. Ha

Portfolio Golf Courses located in the three largest metropolitan areas on ain turn, contributes to the stability of revenue of the Initial Portfolio.

AG Trust will invest in the Initial Portfolio through a tokumei kumiaistructuwhere AG Trust will enter into a Japanese tokumei kumiai arrangement (tokumei kumiaiinvestor (TK Investor) with the special purpose vehiclebe the tokumei kumiai operator (TK Operator) under the TK arrangem


24/683

The Sponsor of AG Trust is Accordia Golf Co., Ltd., the leading golf cooperating 135 golf courses (of which 132 are owned by the Sponsor priorInterests) and 26 driving ranges as at the Latest Practicable Date. (See of Golf Course Operators as at March 2013 under Key Investment Hig

Strengths (IV) Strong growth opportunities (a) Strong external growthvisible pipeline with the Sponsor as the golf course operator with the larSponsor was incorporated in Japan in 1981 and is listed on the Tokyomarket capitalisation of approximately JPY136.5 billion or S$1.67 bPracticable Date. The Sponsor is in the business of providing integrated owning and operating golf courses, mainly in large metropolitan areas acentres in Japan and has a strong track record of acquiring and turningcourses with its expertise in golf course management and operational knInitial Portfolio Golf Courses were acquired by the Sponsor when the ven

proceedings/corporate re-organisations, which demonstrates the Sponsoand improve the revenue of these golf courses to a level and stabinvestment by AG Trust. Since its listing on the Tokyo Stock Exchange iits golf course and driving range operation business, acquiring as mbetween FY2006 and FY2013, and establishing its current position asoperator in Japan. (See The Sponsor for further details.)

The golf courses comprised in the Initial Portfolio will be operated underthe Sponsor pursuant to a golf course management agreement entered inand the SPC on 27 June 2014 (the Golf Course Management Agreebrand represents casual and enjoyable golfing, targeting a wide demplayers. The Accordia brand golf courses are distinguished from other gconsistent well-maintained course conditions and reasonable playing facilitated by the Sponsors expertise in golf course management and cThe Accordia brand is also increasingly well-accepted among female pof female visitors to the Initial Portfolio Golf Courses increasing, accountin12.1% of the total visitors to the Initial Portfolio Golf Courses in FY201

respectively.

1

Such positioning and targeting strategies of the Accorcontribute to their high utilisation rate as reflected in the table Summary oand Utilisation Rate of the Initial Portfolio by Region above. In addition, tcourses tend to be more resilient to economic downturns given their reand cost efficient operations.

THE INITIAL PORTFOLIO

The tables below summarise certain key information in relation to the In

to the appraisal value of the golf courses, each of the golf coursesIndependent Real Estate Appraiser, being either by CBRE or Tanizawa. A

value of each golf course in the tables below reflects the valuation of CB

be, Tanizawa:


25/683

CBRE/Tanizawa

AppraisalValue

(asat

30Septembe

r2013)

(JPY/SGDm

illion)

Location

Area(m2)

Numberof

Holes

Inaugural

year1

Yearof

Acquisition

bythe

Sponsor

Distancefrom

ne

arest

highwayexit

JPY8,430

SGD10

3

Atsugi-Shi,

Kanagawa

1,258,046

27

1970

2005

Within10km

JPY6,650

SGD82

Atsugi-Shi,

Kanagawa

813,283

18

1981

2005

Within10km

JPY4,020

SGD49

Saitama-Shi,

Saitama

1,328,762

43

1963

2005

Within10km

JPY3,830

SGD47

Sodegaura-S

hi,

Chiba

856,861

27

1979

2005

Within10km

JPY3,830

SGD47

Inashiki-Shi,

Ibaraki

814,039

27

1962

2005

Within10km

JPY3,030

SGD37

Fujioka-Shi,

Gunma

1,216,014

36

1968

2008

Within10km

JPY2,930

SGD36

Ashigarakam

i-

Gun,Kanagawa

609,524

18

1973

2007

Within10km

JPY2,810

SGD34

Kisarazu-Shi,

Chiba

812,297

18

1997

2006

Within10km

J P Y 2 7 6 0

N

t S

h i

1 9 0 8 8 3 6

3 6

1 9 7 4

2 0 0 5

W i t h i

3 0 k


26/683

CBRE/Tanizawa

AppraisalValue

(asat

30Septembe

r2013)

(JPY/SGDm

illion)

Location

Area(m2)

Numberof

Holes

Inaugural

year1

Yearof

Acquisition

bythe

Sponsor

Distancefrom

ne

arest

highwayexit

JPY2,260

SGD28

Katori-Shi,

Chiba

948,171

18

1984

2005

Within10km

JPY2,250

SGD28

Takasaki-Shi,

Gunma

1,047,405

27

1972

2008

Within10km

JPY2,190

SGD27

Mito-Shi,

Ibaraki

1,453,942

36

1966

2005

Within10km

JPY2,120

SGD26

Katori-Shi,

Chiba

759,508

18

1990

2005

Within10km

JPY2,120

SGD26

Tochigi-Shi,

Tochigi

569,047

18

1973

2005

Within10km

JPY1,970

SGD24

Tochigi-Shi,

Tochigi

797,090

27

1974

2005

Within20km

JPY1,710

SGD21

Kanra-Gun,

Gunma

1,156,822

18

1975

2007

Within10km

JPY1,500

SGD18

Tomioka-Shi,

Gunma

803,549

18

1986

2005

Within10km

JPY1,410

SGD17

Hiki-Gun,

Saitama

1,054,979

18

1994

2005

Within20km


27/683

CBRE/Tanizawa

AppraisalValue

(asat

30Septembe

r2013)

(JPY/SGDm

illion)

Location

Area(m2)

Numberof

Holes

Inaugural

year1

Yearof

Acquisition

bythe

Sponsor

Distancefrom

ne

arest

highwayexit

JPY1,240

SGD15

Kamisu-Shi,

Ibaraki

836,671

18

1991

2008

Within20km

JPY1,130

SGD14

Fujioka-Shi,

Gunma

1,280,567

18

1988

2005

Within20km

JPY1,110

SGD14

Fujioka-Shi,

Gunma

1,668,200

18

1990

2005

Within20km

JPY1,100

SGD13

Kanuma-Shi,

Tochigi

984,175

27

1975

2007

Within20km

JPY1,010

SGD12

Kasama-Shi,

Ibaraki

1,262,015

18

1990

2005

Within20km

JPY99

8

SGD12

Isumi-Gun,

Chiba

1,242,026

18

1992

2005

Within40km

JPY68

8

SGD8

Kamogawa-Shi,

Chiba

889,599

18

1970

2005

Within40km

JPY67

1

SGD8

Chichibu-Gu

n,

Saitama

784,338

18

1975

2006

Within20km

JPY60

3

SGD7

Shibukawa-S

hi,

Gunma

1,516,533

27

1976

2005

Within20km


28/683

CBRE/Tanizawa

Appraisal

Value

(asat

30September2013)

(JPY/SGDm

illion)

Location

Area(m2)

Numberof

Holes

Inaugural

year

Yearof

Acquisition

bythe

Sponsor

Dista

ncefrom

ne

arest

highwayexit

JPY7,040

SGD86

Otsu-Shi,

Shiga

2,051,043

45

1969

2009

Within10km

JPY4,640

SGD57

Izumisano-S

hi,

Osaka

1,343,189

27

1972

2005

Within10km

JPY4,430

SGD54

Katano-Shi,

Osaka

575,504

27

1968

2005

Within10km

JPY4,120

SGD51

Kizugawa-Shi,

Kyoto

1,206,331

36

1974

2005

Within20km

JPY2,900

SGD36

Takarazuka-Shi,

Hyogo

615,164

27

1960

2005

Within10km

JPY2,530

SGD31

Soraku-Gun,

Kyoto

1,031,318

45

1993

2005

Within20km

JPY2,030

SGD25

Ono-Shi,

Hyogo

743,267

18

1965

2005

Within10km

JPY1,940

SGD24

Kameoka-Sh

i,

Kyoto

694,053

18

1998

2005

Within20km


29/683

CBRE/Tanizawa

Appraisal

Value

(asat

30September2013)

(JPY/SGDm

illion)

Location

Area(m2)

Numberof

Holes

Inaugural

year

Yearof

Acquisition

bythe

Sponsor

Dista

ncefrom

nearest

high

wayexit

JPY1,410

SGD17

Soraku-Gun,

Kyoto

1,145,952

18

1974

2005

With

in30km

JPY1,120

SGD14

Sennan-Gun

,

Osaka

206,026

18

1970

2005

With

in20km

JPY80

9

SGD10

Nara-Shi,

Nara

1,486,731

18

2001

2007

With

in20km

JPY73

5

SGD9

Kasai-Shi,

Hyogo

1,169,572

18

1987

2005

With

in10km

JPY60

9

SGD7

Himeji-Shi,

Hyogo

1,024,084

18

1996

2005

With

in20km


30/683

CBRE/Tanizawa

Appraisal

Value

(asat

30September2013)

(JPY/SGDm

illion)

Location

Area(m2)

Numberof

Holes

Inaugural

year

Acquisition

bythe

Sponsor

Dista

ncefrom

nearest

high

wayexit

JPY2,4

20

SGD30

Yokkaichi-Shi,

Mie

661,573

18

1988

2009

With

in10km

JPY2,160

SGD26

Inabe-Shi,

Mie

1,278,719

27

1993

2005

With

in30km

JPY2,090

SGD26

Toki-Shi,Gifu

1,495,987

18

1990

2005

With

in20km

JPY1,960

SGD24

Toyokawa-Shi,

Aichi

1,635,889

18

1993

2009

With

in10km

JPY1,600

SGD20

Mizunami-Shi,

Gifu

1,079,483

18

1987

2008

With

in20km

JPY1,440

SGD18

Tsu-Shi,Mie

869,786

18

1992

2009

With

in10km

JPY1,400

SGD17

Tsu-Shi,Mie

592,471

18

1991

2009

With

in10km

JPY1,380

SGD17

Kameyama-Shi,

Mie

704,063

18

1996

2005

With

in10km

JPY1,180

S G D 1 4

Kani-Gun,G

ifu

1,058,367

18

1992

2008

With

in10km


31/683

CBRE/Tan

izawa

Appraisal

Value

(asat

30September2013)

(JPY/SGDm

illion)

Location

Area(m2)

Numberof

Holes

Inaugural

year

Yearof

Acquisition

bythe

Sponsor

Dista

ncefrom

nearest

high

wayexit

JPY3,0

50

SGD3

7

Mishima-Shi,

Shizuoka

1,069,886

18

1988

2005

With

in20km

JPY2,1

20

SGD2

6

Numazu-Shi,

Shizuoka

873,030

18

1969

2005

With

in10km

JPY1,7

10

SGD2

1

Fuji-Shi,

Shizuoka

722,429

18

1973

2008

With

in20km

JPY1,3

40

SGD1

6

Itoshima-Shi,

Fukuoka

952,335

18

1974

2007

With

in10km

JPY1,2

30

SGD1

5

Sanyoonoda

-Shi,

Yamaguchi

1,863,554

36

1980

2005

With

in10km

JPY96

8

SGD1

2

Hioki-Shi,

Kagoshima

1,454,590

18

1989

2005

With

in20km

JPY96

1

SGD1

2

Mihara-Shi,

Hiroshima

1,168,476

18

1977

2008

With

in20km

JPY84

6

SGD1

0

Santo-Gun,

Niigata

489,212

18

1974

2005

With

in20km


32/683

CBRE/Tan

izawa

Appraisal

Value

(asat

30September2013)

(JPY/SGDm

illion)

Location

Area(m2)

N

umberof

Holes

Inaugural

year

Yearof

Acquisition

bythe

Sponsor

Dista

ncefrom

nearest

high

wayexit

JPY62

0

SGD8

Takehara-Sh

i,

Hiroshima

1,116,606

18

1994

2005

With

in20km

JPY59

7

SGD7

Kurokawa-G

un,

Miyagi

1,377,510

18

1998

2006

With

in20km

JPY54

8

SGD7

Izu-Shi,

Shizuoka

596,199

18

1961

2005

With

in40km

JPY46

4

SGD6

Miyazaki-Sh

i,

Miyazaki

816,506

18

1991

2005

With

in20km

JPY44

8

SGD5

Sanjo-Shi,

Niigata

675,500

18

1976

2005

With

in20km

JPY42

5

SGD5

Tagawa-Gun

,

Fukuoka

1,072,749

18

1976

2005

With

in40km

JPY40

3

SGD5

Kikuchi-Shi,

Kumamoto

1,573,608

18

1979

2005

With

in30km

JPY39

0

SGD5

Saikai-Shi,

Nagasaki

1,016,537

18

1994

2005

With

in30km

JPY36

5

S G D 5

Hita-Shi,

O i t a

677,450

18

1967

2005

With

in20km


33/683

CBRE/Tan

izawa

Appraisal

Value

(asat

30September2013)

(JPY/SGDm

illion)

Location

Area(m2)

N

umberof

Holes

Inaugural

year

Yearof

Acquisition

bythe

Sponsor

Dista

ncefrom

nearest

high

wayexit

JPY28

9

SGD4

Miyakonojo-

Shi,

Miyazaki

682,127

18

1992

2007

With

in10km

JPY27

6

SGD3

Kurokawa-G

un,

Miyagi

1,211,083

18

1992

2005

With

in20km

JPY26

2

SGD3

Higashiokita

ma-

Gun,Yamag

ata

885,800

18

1985

2005

With

in60km

JPY11

0

SGD1

Saikai-Shi,

Nagasaki

994,455

18

1991

2007

With

in20km

JPY49

SGD1

Kanazawa-S

hi,

Ishikawa

1,311,095

18

1993

2007

With

in10km

cilitiesatthegolf

course.


34/683

KEY STRATEGIES OF THE TRUSTEE-MANAGER

The Trustee-Manager intends to invest in golf courses, driving ranges

assets worldwide, with an initial focus in golf courses and golf course relat

that can generate long-term, stable cash flows, while paying conUnitholders and maximising long-term investment returns of Unitholders

capital value growth through future acquisitions. The Trustee-Manager b

outlook of the golf course industry in Japan provides AG Trust with the op

returns of its portfolio of assets through a combination of the following s

Asset Management Strategy:

The Trustee-Manager aims to benefit from the following strategies with New SPC, the operator of the golf course business, so as

revenue, profitability and cash flows. New SPC aims to maximise r

cash flows of the golf course business under the TK arrangement by

Sponsor and the Asset Manager.

Increase revenue of the Initial Portfolio

Acquisition of new assets and divestment of under-performing

Optimising and improving operational efficiency and reducing

Risk and Capital Management Strategy:

Assessing risks relating to AG Trusts business

Optimise overall capital structure of AG Trust and its assePortfolio)

Proactively manage overall financing costs

Utilise hedging techniques as appropriate to manage the fore

Acquisition and Growth Strategy:

A right of first refusal and call option over the Sponsors pipe

driving ranges

Pursue selective acquisition opportunities to expand AG Trust

of assets


35/683

At present, the US contains the largest number of golf courses in the worldJapan. These are also the most mature golf markets and have the most In the mid 1980s to late 1990s, golf experienced strong growth in developstarted to penetrate the affluent and middle income classes. This encour

many courses to capture demand from affluent baby boomers in anticipatopportunities as they reached retirement age. However, from 2008 to 2crisis and corresponding recession in many countries impeded further grand resulted in a contraction in demand. A reduction in leisure spending, played, coupled with increased competition amongst courses, triggeracquisitions and closures in the industry. Nevertheless, as the world ec2012 and 2013, the total number of rounds played rebounded and therethat golf markets in these countries were nearing the end of their contra

Golf Market in Japan

The golf market in Japan has undergone substantial change since its pIndustry consolidation has been occurring for over a decade and a nucourses have closed or have been converted to alternative uses. Thincreasingly a two-tier market with experienced golf courses operatorsynergising between operations and related businesses. Well managproximity to large urban areas such as Tokyo, Kanagawa, Osaka, Aichihave proven relatively resilient to market downturns and remain popular

hand, smaller operators that are resistant to change and golf courses incontinued to struggle. Although the number of transactions has decdivestments and acquisitions remain commonplace, and experienced goseek opportunities to acquire golf courses in good locations.

The performance of the golf market in Japan has historically been positiof the greater economy, and it has benefited from the recent economic impeconomic stimulus introduced by the government under Prime Minis

sentiment, exports, inbound tourism, corporate profits and stock marincreased since 2012. During the same period, the number of visitors to revenue and golf equipment sales have rebounded as underlying economThe positive correlation between golf demand and the underlying economcourse industry will benefit if recent initiatives succeed in freeing the ec

Demographic and cultural developments also bode well for the market. Tgolfers are presently over 40 years old. As golfers approach retiremenleisure time and disposable income, they are able to play more rounds of

why the frequency of play has been rising in recent years. Additionally, th2016 and 2020 Olympics is expected to enhance the image of golf as afurther catalysts for the industry to grow.

At present, female and junior golfers represent a small percentage of theand are underdeveloped segments of the market. If potential demand c


36/683

(II) Access and exposure to the golf course industry in Japan

(a) Stability and growth potential of golf course industry in J

Japan is the third largest golf market in the world with over 2,40driving ranges as at February 2013. The number of golfers in

7.9 million as at the end of 2012 and golf is one of the recrea

Japan. Demand for golf courses has remained stable in recent

Number of Golfers in Japan).

8.98.3

9.5 9.6

8.1

0

2

4

6

8

10

12

2006 2007 2008 2009 2010

(million)Number of Golfers in Japan

(See Appendix G Independent Report on the Golf Course I

The emergence of Japanese professional golfers such as Ai

and Hideki Matsuyama, has fostered the Japanese publics

increased the appeal of the game in recent years, and during

has been an increase in the number of rounds played per gol

of Rounds Played per Golfer).

8.2 8.3 8.0

9.9

10.7

9.6 9.5

10.9

9,000

9,500

10,000

n10,000s)

Number of Rounds Played per Golfer


37/683

In comparison with other mature golf markets, Japan has relati

the size of its golf playing population. Both the average numb

average total number of players (both member and non-mem

higher in Japan than in other countries. (See graphs Numb

Golf Course1

and Golf Player per Golf Course in Mature Coudemand for and utilisation of golf courses in Japan has remain

time.

0

500

1,000

1,500

2,000

JAPAN UK INDIA

MembershipPerGolfCou

rse

Number of Memberships Per Golf Cours

0

500

1,000

1,500

2,000

2,500

3,000

3,500

JAPAN USA UK CANA

GolfPlayerPerGolfCourse

Golf Player Per Golf Course in Mature Countri



38/683

Japanese baby boomers are now in their sixties and approachthey will have more time in retirement to play golf, demand fromis expected to be a driver of growth in future. Additionally, tOlympic games in 2016 is expected not only to improve the appbut also to increase world-wide coverage and sponsorship of gobe hosting the 2020 Summer Olympics which will further enhaand golf courses in Japan. This added exposure comes at angrowing number of women and young people are showing an icould help promote the growth of these new and undeveloped

Furthermore, the depreciation of the yen, the deregulation of vthe proposal to legalise casinos in Japan and the Olympic Gagrowth in tourism and an increase in golf course usage in Jap

The Trustee-Manager believes that the stability and growth poindustry in Japan is likely to lead to sustainable and stable diswith potential for growth.

(See Appendix G, Independent Report on the Golf Course In

(b) High barriers to entry in the golf course market

Land cost remains high in Japan and a typical golf course will rof land due to the hilly nature of golf course land in Japan. Acurrent cost of constructing an average golf course in Japan isto US$60.0 million (approximately JPY5 billion to JPY6 billiodecreasing membership prices, it is generally difficult to recoveof memberships and other golf course revenues. Accordinglyare transacted at below replacement value in Japan1, andevelopment has taken place in the past few years.

The market competition, maintenance expertise and economiealso made it increasingly hard for potential new entrants to succin recent years. In addition, there is an increasing number ofremote areas which are being closed or converted to other usesolar power plants, contributing to a decrease in the total numbe(see graph Number of Golf Courses). As such, golf courses advantages are better positioned to attract visitors and capture

2,457 2,453 2,446 2,442 2,442 2,445 2,432

2,000

2,500

3,000

Number of Golf Courses

2,442


39/683

(III) Quality initial portfolio of golf courses to provide stable and a

(a) A well-diversified and balanced initial portfolio with low c

risk

The Initial Portfolio is well-diversified geographically across Jap

seven regions in Japan. Based on the total number of Initial Po

geographical breakdown of the Initial Portfolio is as follows

region1, 5.6% in the Hokkaido and Tohoku regions2, 7.9% in

Koshinetsu regions3, 13.5% in the Kyushu and Okinawa region

Nagoya Region5, 16.9% in the Greater Osaka Region6 and 39.

Region7. The majority of the Initial Portfolio Golf Courses are w

the three largest metropolitan areas in Japan (see (III)(b) bemanner, catering to the customers in these highly populated a

diversification also minimises the impact on the overall perfor

any adverse weather conditions occurring in a single location, p

changes in regulations or regulatory policies by a particular loc

demand in a particular region and any other localised adverse

single Initial Portfolio Golf Course accounts for more than

appraised values as at 30 September 2013 of the Initial Portf

As AG Trusts portfolio grows, it is anticipated that AG Trus

opportunities to invest in golf courses, driving ranges and gol

whether located in Japan or elsewhere globally which fit within

of stabilised, income-generating golf courses, driving ranges

assets.

(b) Portfolio located mainly in the three largest metropolita

good access from densely populated cities

The population in Japan is unevenly distributed, with the major

Tokyo Region, the Greater Nagoya Region and the Greater O

the three largest metropolitan areas in Japan. Golf courses l

populated areas, as compared to other regions, are genera

visitors and generate higher revenue. These areas have

well-maintained transport infrastructures and can be con

customers. In addition, weather conditions are more stable periods due mainly to snowfalls are shorter). The above factor

to attract more users and allow for higher and more stable rev

of these assets will be higher in the event of a sale, as comp

regions outside of the three largest metropolitan areas in Jap

69 7% f th I iti l P tf li G lf C l t d i th G


40/683

69.7% of the Initial Portfolio Golf Courses are located in the Gr

Greater Nagoya Region and the Greater Osaka Region. This p

as compared to the geographical distribution of golf courses

Portfolio consists of a greater proportion of golf courses in thes

which are more easily accessible (see graph Location combetween overall Japan and Initial Portfolio constituents).

39.3%

28.1%

16.9%

14.4%

13.5%

9.4% 48

0% 20% 40% 60%

Initial portfolio

Japan

(2012)

Location Comparison of golf coursesbetween overall Japan and Initial portfolio consti

Greater Tokyo Region Greater Osaka Region Greater Nagoya Re


Further, AG Trust aims for stable growth in revenue of the Initia

and accordingly, the three largest metropolitan areas are cons

regions. Based on the appraised values of the Initial PortfoliSeptember 2013, 86.4% of the golf courses are located in the th

areas in Japan.

(c) Initial portfolio of income-generating stabilised golf cou

related assets capable of generating a steady and attracti

The Initial Portfolio Golf Courses will be operated under the

Accordia brand represents casual and enjoyable golfdemographic range of golf players. Accordia brand golf co

from other golf courses by, inter alia, consistent well-maintaine

reasonable playing fees and meal charges. Based on a surve

Accordia brands recognition among the golf players in Japan

f (S

Brand Recognition and Play Experience Survey of


41/683

Brand Recognition and Play Experience Survey of

Golf Course Operators In Japan

59.8%51.4%

3

43.7%

29.2%31.4%

19.3%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

Accordia Golf PGM Group

Brand recognition Play experience Play experience

Note: Based on the internet survey of 2,000 people who played golf in the mMACROMILL, INC in 9/2013. The survey was commissioned by the Sponon the trend of golfers. MACROMILL, INC has not provided its consentof the SFA, to the inclusion of the information cited and attributed to it iis not liable for such information under Sections 282N and 282O of tTrustee-Manager, the Sponsor and the Joint Bookrunners have taken rea

the information is reproduced in its proper form and context and thaaccurately and fairly, none of AG Trust, the Trustee-Manager, the Sponany other party has conducted an independent review of this informationcontents of the relevant information.

Also, the loyalty card programme for Accordia brand golf coenhance customer attraction and retention. Such positioning anAccordia brand golf courses, together with the customer lcontribute to the high utilisation rate of the Initial Portfolio Go

average in FY2013. In addition, the Accordia brand golf coursesto economic downturns given their relatively reasonable fees and

By virtue of the strong brand recognition in the industry and brand to attract customers, the Initial Portfolio Golf Courses harevenue and income. Further, the Initial Portfolio Golf Courseand are distinguishable from competing golf courses. See for of the Otsu Country Club Course under The Business of AcInitial Portfolio Top 10 Golf Courses.

AG Trusts initial portfolio of income-generating stabilised coupled with the strategic locations of the geographically well-dGolf Courses, is expected to deliver a stable distribution iattractive yield to Unitholders.

(S P fit d C h Fl F t d th i

There are 2 405 golf courses in Japan as at 28 February 201


42/683

There are 2,405 golf courses in Japan as at 28 February 201

12.3% are affiliated to major golf course operators1. Many g

backing of established franchises such as major golf

disadvantaged when competing with golf courses under the sup

These unfranchised operators may find it necessary to sell thas part of a legal liquidation procedure due to poor busines

voluntary basis, especially the golf courses held by large co

business (See table Market Share of Golf Course Operators

graph Disposal and Legal Liquidation of Golf Courses Each Y

Market Share of Golf Course Operators as at M

Company NameNo. of

Golf CoursesNoH

Accordia Golf 133(1) 2

PGM Group 122 2

Orix Group 40

Ichikawa Landscape GardeningGroup 34

Seibu Group 28

Tokyu Group 26

Cherry Golf Group 23

Unimat Group 19

Taiheyo Club 17

Chateraise 14

Resort Trust 13

Kamori Kanko 12

RESOL 12

Tokyo Tatemono (JGolf) 12

GCE Group 11

Hotel Monterey Group 11

Akechi Club & Boso Country ClubGroup 10

JGM Golf Group 10

Dailysha Group 10

Daiwa House 10

Disposal and Legal Liquidation of Golf Courses Eac


43/683

Disposal and Legal Liquidation of Golf Courses Eac

0

20

40

60

80

100

120

140

160

180

200

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2 0 0 7

Disposal and Legal Liquidation of Golf Course

Normal Sale Bankruptcy-relate


Having capitalised on these takeover opportunities, the Sponsoas 59 golf courses between FY2006 and FY2013, and is expec

courses in future:

Total Number of Golf Courses Owned by the Sponsor as

FY2006 FY2007 FY2008 FY2009 FY2010 FY201

91 103 125 125 128 132

Number of Golf Courses Newly Acquired by the Sponso

FY2006 FY2007 FY2008 FY2009 FY2010 FY201

0 12 22 5 7 4

Number of Golf Courses Sold by the Sponsor in:

FY2006 FY2007 FY2008 FY2009 FY2010 FY201

0 0 0 5 4 0

S f

Pipeline Golf Courses held by Sponsor (under the Accor


44/683

Pipeline Golf Courses held by Sponsor (under the Accor

No. Name of Golf Course Locatio

Greater Tokyo Region1. Saitama Golf Club Iruma-G

2. Toride Sakuragaoka Golf Club Toride-S

3. Minami Ichihara Golf Club Ichihara

4. Boshu Country Club Tateyam

5 Kanto Kokusai Country Club Haga-G

6. Suifu Golf Club Hitachio7. Kazusa Country Club Ichihara

8. Kasumidai Country Club Inashiki

Greater Osaka Region

9. Yamanohara Golf Club Kawanis

10. Yashiro Tojo Golf Club Kato-Sh

11. Sakai Country Club Sakai-S12. Inagawa Kokusai Country Club Kawabe

13. Inagawa Green Country Club Kawabe

14. Loveam Shirahama Golf Club Nishimu

Greater Nagoya Region

15. Suzukanomori Golf Club Suzuka-

Other Regions

16. Hiroshima Asa Golf Club Hiroshim

17. Kaho Golf Club Iizuka-S

18. Fukui Country Club Sakai-S

19. Echizen Country Club Arawa-S

20. Otsuki Garden Golf Club Tsuru-S

21. Chitose Country Club Chitose

22. Liberal Hills Golf Club Futaba-

23. Palm Hills Golf Resort Club Itoman-

24. Onahama Ocean Hotel & G olf Club I waki-Sh

sustain damage from the nuclear power plant accident or


45/683

g p p

Earthquake in 2011, revenues had suffered as a result of th

reputation of the region, for which the Sponsor has receiv

TEPCO. While it was not affected by the nuclear power plant

Club also sustained earthquake damage at the ninth hole, as ais currently operating only 18 of its 27 holes.

In any case, the Trustee-Manager will only acquire stabilise

Sponsors pipeline that meet its investment objectives.

(b) Internal growth opportunities

The Sponsor, as the leading golf course operator in Japan, hasby offering optimum prices to golf course users through optim

along with other novel services related to golfing and tied to b

Sponsor has achieved enhanced profitability of the golf course

by turning them around based on its experience in the managem

further details, see The Sponsor.

Pursuant to the Golf Course Management Agreement under

provide golf course management and other services in respeGolf Courses, AG Trust will be in a position to fully capit

strengths, such as its network, customer base and existing str

revenue of the golf courses in the Initial Portfolio manage

Sponsor. The Sponsor will, going forward, also further expand

the growing demand brought about by macro economic fac

recovery of Japan, and the expectation of an increase in

generation, an increase in tourism and an increase in the go

about by golf returning as an Olympic sport (see Access a

course industry in Japan Stability and growth potential of

Japan). Further strengthening of earning power of the Initial P

through the implementation of various streamlining measure

cost optimisation and administrative rationalisation.

Specifically, the Sponsor intends to focus on golf courses hel

higher operational costs relative to sales in order to improve p

also intends to utilise the following measures to achieve suc

costs:

(i) Promotion of self-service and automation;

(ii) Turning labour charges into variable costs through outsou

(V) Sponsors comprehensive support under the Sponsor Support


46/683

The Sponsor is the leading golf course operator in Japan, with golf

Sponsor accounting for approximately 5.5% of Japans golf course

table Market Share of Golf Course operators as at March 2013), heavily populated three largest metropolitan areas or major regional

number of golf course visitors to the Sponsors golf courses was 7.8

to March 2013.

AG Trust will outsource the management and operation of the golf c

Trust to the Sponsor, the leading golf course operator in Japan, the

Sponsors business experience and know-how.

This relationship between the Sponsor and AG Trust will be comp

Trust will primarily invest in golf courses and golf course related as

focuses on the operation and acquisition of the golf courses and go

which may not have stabilised in profitability. The Trustee-Manage

will be able to leverage on the Sponsors established network of rela

knowledge in the Japan golf course industry to strengthen AG Trus

AG Trust will leverage on the expertise, know-how and experienc

course management, the strong brand awareness of the Spon

management industry, as well as established value chains associate

by the Sponsor. To this end, AG Trust has entered into the Sponsor

the Sponsor, which consolidates the support from the Sponsor in v

which are set out below:

(a) A support framework to enhance profits through organic

The operation of the Initial Portfolio is delegated to the Spon

Course Management Agreement, under which the Sponsor sh

expertise and know-how to enhance the profitability of golf cou

in its operations.

(b) A support framework to grow AG Trusts asset portfo

acquisition opportunities

To demonstrate its support towards the growth of AG Trust

granted a right of first refusal, a right to initiate discussions, cert

and a call option to New SPC or AG Trust, subject to certain term

provides New SPC or, as the case may be, AG Trust with acc

opportunities and a visible pipeline of golf courses and golf co

(d) AG Trust will leverage on the Sponsors network of relat


47/683

institutions

AG Trust will leverage on the Sponsors existing relationships

institutions to seek favourable terms for its financing activrefinancing of existing loans, risk hedging and financing the

courses.

(VI) Sponsors strong network of relationships with financial instit

conservative capital structure to support future growth

In order to facilitate the steady growth of, as well as efficient and sta

under management, AG Trust, New SPC and the special purposenewly formed for the purpose of further acquisitions of golf course

listing of AG Trust on the SGX-ST (the Listing) may borrow fund

purposes of, inter alia, future acquisition of assets, funding future

debt repayments.

In order to finance part of the purchase consideration of the Initia

scheduled to borrow funds from nine major banks in Japan at a re

which is possible due to the favourable relationships between the S

financial institutions.

As at Listing Date, AG Trust is expected to have gross borrowing

(equivalent to approximately S$558 million) with an LTV1 ratio

Manager believes that AG Trusts conservative capital structure su

operations and cash flows, and provides a buffer against potent

financing market, while positioning AG Trust to effectively pursue

attractive terms.

In addition, with the current capital structure of an LTV ratio of 30.2%

headroom to utilise further debt financing for the acquisition of addit

than relying only on equity fund raising. This provides AG Trust wit

to capitalise on acquisition opportunities in an expedient manner sh

arise.

(VII) Alignment of interest between Sponsor and Unitholders

The Sponsor intends to support and grow AG Trust over the long-

immediately following the completion of the Offering, be the larges

aggregate of 28.85% of the Units upon listing of AG Trust (assum

Option is not exercised) or an aggregate of 25.10% of the Units u

period commencing from the day immediately following the First L

d f lli h f h Li i D ( h S d L k


48/683

date falling 12 months after the Listing Date (the Second Lock-u

50% of the Lock-up Units, subject to certain exceptions.

With regard to the fees payable to the Trustee-Manager in accordanAG Trust will employ a performance fee structure for part of the ma

linked to the turnover and net operating income of the Initial Portfolio

Sponsor an incentive to maximise the equity value of AG Trust.

The fees to be paid to the Sponsor under the Golf Course Managem

a corporate fee of JPY2,750,000 per 18 holes1 and JPY1,000,000 p

month2, an integrated purchasing system3 usage fee of JPY15,000 p

a variable fee that consists of 3.0% of turnover, 5.0% of increment60.0% of admission fees received during the relevant month from n

(VIII) Collaboration with Daiwa Securities Group, which is highly

management

Daiwa Real Estate Asset Management Co. Ltd., the real estate as

Daiwa Securities Group, will be appointed as the asset manager. T

strong governance framework and has a proven track record and ext

management of listed REITs, having been engaged as a real e

J-REITs since 2005 (see table Outstanding Balance of Entrusted A

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

2009 2010 2011 2012

(million JPY)Outstanding Balance of Entrusted Assets


49/683

ager


50/683

OLFTRUST

relationshipb

etween,

interalia,AG

Trust,theTrustee-Ma

nager,theSponsor,th

eTKOperator,theAssetMana

ingDate.

Unitholding

(morethan25.1%)

DaiwaS

ecuritiesGroupInc.

Acco

rdiaGolfCo.,Ltd.

(Sponsor/GolfCourseManager)

Trustee-Manager(7)

(TKInvestor)

Japan

Singapore

100.0%

51.0%s

hareholding

49.0%s

hareholding

Sharewarrants(6)

T K C o n t r i b u t i o n

u n d e r T K A g r e e m e n t

Actso

nbehalfof

Unitho

lders

DaiwaPIPartnersCo.Ltd.

DaiwaRea

lEstateAsset

Managem

entCo.Ltd.(

3)

(AssetMana

ger/TM

Partner)

AccordiaGolf

Trust

Golfcourseholdingcompany

(N

ewSPC/TKOperator)

100.0%(9)

Fees

Subordinated

Loan

Outsourcingof

Pro-Shop

Business

(5)

Distributions

GolfCourseManagement

Agreement(Adviceonmanagemen

t

de

cisions,administrativesupport,

op

eration/managementofgolf

co

urses,ROFR,CallOption)

ndent

ythe

Trust

fthe

ywill

onsor

ourse

aiwa


51/683

eldbythememb

ersofISH,whichwillconsis

toftwocertifiedpublicacco

untantswhoarememberso

fTKAO(asdefinedbelow),

anindepen

viceproviderwithnominalequitycontributiontoachievebankruptcyrem

oteness.

eceiveanyfees

fromAGTrust.Instead,as

theTKOperatorwillbeinje

ctingitsowncash(fundedusingthesubordinatedloan

grantedby

ratorsOwnFun

ding))intotheTKBusines

s(amountingtoapproximately0.6

%

oftheaggregateo

f(i)theTKContributionma

debyAGT

storand(ii)theTKOperatorsOwnFunding),itwillbeentitledtorece

ivereturnofdistributionsfrom

theTKBusinessequa

sip1407001 p vegetable gf(1714) c(clean)

Documents