Singapore’s ﬁrst listed business trust with 9.1%(1)accordiagolftrust.listedcompany.com/misc/enipo...Singapore. Application has been made to Singapore Exchange Securities Trading

Accordia Golf Trust Management Pte. Ltd. (Registration Number: 201407957D), as the trustee-manager (the “Trustee-Manager”) of Accordia Golf Trust (“AG Trust”), is making an offering (the “Offering”) of 782,025,000 units representing undivided interests in AG 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 Price and the Maximum Offering Price, the “Offering Price Range”). The Offering consists of (i) an international placement to investors, including institutional and other investors in Singapore (the “Placement”), (ii) an offering to the public in Singapore (the “Singapore Public Offering”) and (iii) a public offering without listing in Japan (the “Japanese Public Offering”). 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 Maximum Offering 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 will be 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 for the offering (together, the “Joint Global Coordinators, Bookrunners, Issue Managers and Underwriters” or the “Joint Bookrunners”). The Offering is fully underwritten at the Offering 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 allotted or allocated on the basis of this Prospectus later than six months after the registration of this Prospectus by the Monetary Authority of Singapore (the “Authority” 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 in Singapore. 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 in issue, (ii) all the New Units, (iii) all the Consideration Units and (iv) all the Units which may be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Manager’s 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 list and deal in and for quotation of the Units. In the event that such permission is not granted or if the 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, the Sponsor 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 the Units which may be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Manager’s fees on the Main Board of the SGX-ST. AG Trust’s eligibility to list 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 assumes no 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 Joint Bookrunners or the Units.

AG Trust is a business trust (Registration Number: 2014002) registered under the Business Trusts Act, Chapter 31A of Singapore (the “Business Trusts Act” or “BTA”). A copy of this Prospectus has been lodged on 30 June 2014 with and registered on 21 July 2014 by the MAS. The MAS assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the MAS does not imply that the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act” or “SFA”), or any other legal or regulatory requirements, have been complied with. The MAS has not, in any way, considered the merits of the units in AG Trust being offered for investment.

See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Units. None of AG Trust, the Trustee-Manager, the Sponsor or the Joint Bookrunners guarantees the performance of AG Trust, the repayment of capital or the payment of a particular return on the Units.

In connection with the Offering, Citigroup Global Markets Singapore Pte. Ltd. (the “Stabilising Manager”) has been granted an over-allotment option (the “Over-Allotment Option”) by the Sponsor (the “Unit Lender”), exercisable by the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in consultation with the Joint Bookrunners, in full or in part, on one or more occasions, to acquire from the Unit Lender up to an aggregate of 41,217,000 Units at the Offering Price representing not more than 5.3% of the total number of Units in the Offering, solely to cover the over-allotment of Units (if any), subject to any applicable laws and regulations, including the SFA and any regulations thereunder, from the date of commencement of trading in the Units on the SGX-ST until the earliest of (i) the date falling 30 days thereafter, or (ii) the date when the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) has bought on the SGX-ST, an aggregate of 41,217,000 Units representing not more than 5.3% of the total number of Units in the Offering, to undertake stabilising actions. The exercise of the Over-Allotment Option will not increase the total number of Units in issue. (See “Plan of Distribution – Over-Allotment and Stabilisation” for further details.)

Prospective investors applying for Units under the Singapore Public Offering by way of Application Forms or Electronic Applications (both as referred to in Appendix H, “Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore”), will have to pay the Maximum Offering Price on application, subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each case without

claim against AG Trust, the Trustee-Manager, the Sponsor or the Joint Bookrunners), where (i) an application is rejected or accepted in part only, or (ii) if the Offering does not proceed for any reason, or (iii) if the Offering Price is less than the Maximum Offering Price. The Offering Price will be determined following a book-building process by agreement between the Trustee-Manager and the Joint Bookrunners on a date currently expected to be 24 July 2014 (the “Price Determination Date”), which date is subject to change. The Joint Bookrunners have no obligation whatsoever to agree to any price as constituting the Offering Price. If for any reason whatsoever, the Offering Price is not agreed between the Joint Bookrunners and the Trustee-Manager, the Offering will not proceed. Notice of the Offering Price will be published in one or more major Singapore newspapers such as The Straits Times, The Business Times and Lianhe Zaobao not later than two calendar days after the Price Determination Date.

Nothing in this Prospectus constitutes an offer for Units for sale in the United States or any other jurisdiction where it is unlawful to do so. The Units have not been and will not be registered under the U.S. Securities Act or the securities law of any state of the United States and, accordingly, may not be offered or sold within the United States except in a transaction that is exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Units are being offered and sold outside the United States (including to institutional and other investors in Singapore) in reliance on Regulation S under the U.S. Securities Act (“Regulation S”).

This document is important. If you are in any doubt as to the action you should take, 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

Singapore’s first listed

business trust with

golf course assets

in Japan(a business trust constituted on 16 June 2014 under the laws of the Republic of Singapore)

managed byACCORDIA GOLF TRUST MANAGEMENT PTE. LTD.

ANNUAL DISTRIBUTION YIELD OF

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

NORMALISED DISTRIBUTION YIELD OF 7.0%(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) Based on the illustrative normalised DPU yield (excluding non-recurring items) and the Minimum Offering Price(3) Illustrative DPU yields are calculated by dividing the respective DPU in S$, which is converted from JPY at the assumed exchange rate of JPY 81.16/S$, by the respective estimated issue price.

The forecast distribution yield is calculated based on the underlying assumptions in the Prospectus. Such yields will vary accordingly for investors who purchase the Units in the secondary market at a market price different from the Offering Price

(4) The 12-month period from 1 April 2014 to 31 March 2015

Joint Global Coordinators, Bookrunners, Issue Managers and Underwriters

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

ACCORDIA GOLF TRUST MANAGEMENT PTE. LTD.

6 Shenton WayOUE Downtown 2 #25-09

Singapore 068809

AC

CO

RD

IA G

OLF TR

UST

Accordia Golf Trust Management Pte. Ltd. (Registration Number: 201407957D), as the trustee-manager (the “Trustee-Manager”) of Accordia Golf Trust (“AG Trust”), is making an offering (the “Offering”) of 782,025,000 units representing undivided interests in AG 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 Price and the Maximum Offering Price, the “Offering Price Range”). The Offering consists of (i) an international placement to investors, including institutional and other investors in Singapore (the “Placement”), (ii) an offering to the public in Singapore (the “Singapore Public Offering”) and (iii) a public offering without listing in Japan (the “Japanese Public Offering”). 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 Maximum Offering 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 will be 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 for the offering (together, the “Joint Global Coordinators, Bookrunners, Issue Managers and Underwriters” or the “Joint Bookrunners”). The Offering is fully underwritten at the Offering Price by the Joint Bookrunners on the terms and subject to the conditions of the Underwriting Agreement (as defi ned herein).

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, through the acquisition of the TK Interests (both as defi ned herein), an aggregate of 317,096,999 Units (the “Consideration Units”).

No Units shall be allotted or allocated on the basis of this Prospectus later than six months after the registration of this Prospectus by the Monetary Authority of Singapore (the “Authority” 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 in Singapore. 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 in issue, (ii) all the New Units, (iii) all the Consideration Units and (iv) all the Units which may be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Manager’s fees. Such permission will be granted when AG Trust has been admitted to the Offi cial List of the SGX-ST on the Listing Date. Acceptance of applications for Units will be conditional upon issue of the Units and upon permission being granted by the SGX-ST to list and deal in and for quotation of the Units. In the event that such permission is not granted or if the Offering is not completed for any other reason, application monies will be returned in full, at each investor’s own risk, without interest or any share of revenue or other benefi t arising therefrom, and without any right or claim against any of AG Trust, the Trustee-Manager, the Sponsor 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 the Units which may be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Manager’s fees on the Main Board of the SGX-ST. AG Trust’s eligibility to list 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 assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Offi cial List of the SGX-ST is not to be taken as an indication of the merits of the Offering, AG Trust, the Trustee-Manager, the Sponsor, the Joint Bookrunners or the Units.

AG Trust is a business trust (Registration Number: [2014002]) registered under the Business Trusts Act, Chapter 31A of Singapore (the “Business Trusts Act” or “BTA”). A copy of this Prospectus has been lodged on 30 June 2014 with and registered on 21 July 2014 by the MAS. The MAS assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the MAS does not imply that the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act” or “SFA”), or any other legal or regulatory requirements, have been complied with. The MAS has not, in any way, considered the merits of the units in AG Trust being offered for investment.

See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Units. None of AG Trust, the Trustee-Manager, the Sponsor or the Joint Bookrunners guarantees the performance of AG Trust, the repayment of capital or the payment of a particular return on the Units.

In connection with the Offering, Citigroup Global Markets Singapore Pte. Ltd. (the “Stabilising Manager”) has been granted an over-allotment option (the “Over-Allotment Option”) by the Sponsor (the “Unit Lender”), exercisable by the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in consultation with the Joint Bookrunners, in full or in part, on one or more occasions, to acquire from the Unit Lender up to an aggregate of 41,217,000 Units at the Offering Price representing not more than 5.3% of the total number of Units in the Offering, solely to cover the over-allotment of Units (if any), subject to any applicable laws and regulations, including the SFA and any regulations thereunder, from the date of commencement of trading in the Units on the SGX-ST until the earliest of (i) the date falling 30 days thereafter, or (ii) the date when the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) has bought on the SGX-ST, an aggregate of 41,217,000 Units representing not more than 5.3% of the total number of Units in the Offering, to undertake stabilising actions. The exercise of the Over-Allotment Option will not increase the total number of Units in issue. (See “Plan of Distribution – Over-Allotment and Stabilisation” for further details.)

Prospective investors applying for Units under the Singapore Public Offering by way of Application Forms or Electronic Applications (both as referred to in Appendix H, “Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore”), will have to pay the Maximum Offering Price on application, subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each case without interest or any share of revenue or other benefi t arising therefrom, and without any right or claim against AG Trust, the Trustee-Manager, the Sponsor or the Joint Bookrunners), where (i) an application is rejected or accepted in part only, or (ii) if the Offering does not proceed for any reason, or (iii) if the Offering Price is less than the Maximum Offering Price. The Offering Price will be determined following a book-building process by agreement between the Trustee-Manager and the Joint Bookrunners on a date currently expected to be 24 July 2014 (the “Price Determination Date”), which date is subject to change. The Joint Bookrunners have no obligation whatsoever to agree to any price as constituting the Offering Price. If for any reason whatsoever, the Offering Price is not agreed between the Joint Bookrunners and the Trustee-Manager, the Offering will not proceed. Notice of the Offering Price will be published in one or more major Singapore newspapers such as The Straits Times, The Business Times and Lianhe Zaobao not later than two calendar days after the Price Determination Date.

Nothing in this Prospectus constitutes an offer for Units for sale in the United States or any other jurisdiction where it is unlawful to do so. The Units have not been and will not be registered under the U.S. Securities Act or the securities law of any state of the United States and, accordingly, may not be offered or sold within the United States except in a transaction that is exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Units are being offered and sold outside the United States (including to institutional and other investors in Singapore) in reliance on Regulation S under the U.S. Securities Act (“Regulation S”).

This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax or other professional adviser.

Offering of 782,025,000 Units (subject to the Over-Allotment Option)Offering Price Range: S$0.97 to S$1.00 per Unit

Singapore’s fi rst listed

business trust with

golf course assets

in Japan(a business trust constituted on 16 June 2014 under the laws of the Republic of Singapore)

managed byACCORDIA GOLF TRUST MANAGEMENT PTE. LTD.

Joint Global Coordinators, Bookrunners, Issue Managers and Underwriters

Accordia Golf Trust Presents A Unique Opportunity To Invest In Japan’s Golfi ng 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 approximately JPY150,908 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 Japan, which have better developed and well-maintained transport infrastructure and can be conveniently accessed by customers

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 RegionOther RegionsGreater Nagoya Region

Greater Osaka RegionNo. Of Golf Courses 15Appraisal Value (mil JPY)(2) 37,673

Other RegionsNo. Of Golf Courses 27Appraisal Value (mil JPY)(2) 20,522

Greater Nagoya RegionNo. Of Golf Courses 12Appraisal Value (mil JPY)(2) 18,616

Strategically Located Golf Courses

Notes:

(1) Calculated on the basis that Otsu Country Club, one of the Initial Portfolio Golf Courses with two courses, is a single golf course.

(2) Based on the real estate appraisals by CBRE K.K. (“CBRE”) and Tanizawa Sogo Appraisal Co., Ltd. (“Tanizawa”, together with CBRE, the “Independent Real Estate Appraisers”) as at 30 September 2013.

(3) This percentage is calculated by dividing (i) the aggregated appraised values by the Independent Real Estate Appraisers of the Initial Portfolio golf courses in the three largest metropolitan areas by (ii) the aggregated appraised values by the Independent Real Estate Appraisers of all the Initial Portfolio golf courses

Greater Tokyo RegionNo. Of Golf Courses 35Appraisal Value (mil JPY)(2) 74,097

ANNUAL DISTRIBUTION YIELD OF




Notes:(1) Based on the illustrative annual DPU yield (including non-recurring items) and the Minimum Offering Price(2) Based on the illustrative normalised DPU yield (excluding non-recurring items) and the Minimum Offering Price(3) Illustrative DPU yields are calculated by dividing the respective DPU in S$, which is converted from JPY at the assumed exchange rate of JPY 81.16/S$, by the respective estimated issue price.

The forecast distribution yield is calculated based on the underlying assumptions in the Prospectus. Such yields will vary accordingly for investors who purchase the Units in the secondary market at a market price different from the Offering Price

(4) The 12-month period from 1 April 2014 to 31 March 2015

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

Sponsor

Brand Recognition and Play Experience Survey of the Three Major Golf Courses Operators in Japan(4)

0%ACCORDIA GOLF PGM GROUP ORIX GROUP

10%

20%

30%

40%

50%

60%

70%

59.8%

43.7%

31.4%

51.4%

29.2%

19.3%

36.0%

15.2%

8.4%

Brand Recognition Play Experience Play Experience in the past 1 year

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

A WELL-DIVERSIFIED AND BALANCED INITIAL PORTFOLIO WITH LOW CUSTOMER CONCENTRATION RISK

• No single golf course accounts for more than 6.0% of the aggregate appraised 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 and

can be conveniently accessed by customers• Weather conditions are more stable• Liquidity of assets will be higher in the event of a sale, as compared

to those located in regions outside of the three largest metropolitan areas 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 brand recognition 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 cost effi cient operations

Japan Market(2012)

AG Trust Portfolio(2014/3/3)

Number of Golf Courses

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

Three largest metropolitan areas account for 69.7%

39% 17% 13% 30%

28% 14% 9% 48%

Greater Tokyo Region Greater Osaka RegionOther RegionsGreater Nagoya Region Source: CBRE

Key Investment Highlights and Competitive Strengths

Population Profi le in Japan

0%

2000

2005

2010

20%

15%

14%

13% 64%

66%

68% 17%

20%

23%

40% 60% 80% 100%

0–14 15–64 65+

A unique opportunity to invest in the fi rst SGX-listed business trust with an initial portfolio comprising golf course assets in Japan

POSITIVE MACRO-ECONOMIC TRENDS • Japan’s golf market has consistently

shown a strong positive correlation with the underlying condition of the economy

• The demand for golf and consequently for the courses owned by AG Trust, will benefi t from the possible economic recovery across Japan

Access and Exposure to the Golf Course Industry in Japan

Japan Nominal GDP (Historical and Forecast)

Yen

(in T

rilli

on)

570

550

530

510

490

470

4502008 2009 2010 2011 2012 2013 2014F 2015F 2016F 2017F 2018F 2019F

4.0%

2.0%

0.0%

-2.0%

-4.0%

-6.0%

-8.0%

Year-on-Year GD

P Change

IMF Forecast >>

Nominal GDP Year-on-Year Change Source: CBRE

RETURN OF GOLF TO THE OLYMPIC GAMES IN 2016 AND TOKYO TO HOST THE 2020 SUMMER OLYMPICS• Return of golf to the Olympic Games in 2016 is expected to impact

the appeal and popularity of golf and increase world-wide coverage and sponsorship of golf events

• Tokyo to host the 2020 Summer Olympics, which will enhance the visibility of golf and golf courses in Japan

PLANS TO GROW TOURISM IN JAPAN TO BENEFIT GOLF TOURISM• Japanese government targets to increase the annual number of

foreign visitors to 18 million by 2016 and 25 million by 2020• Depreciation of the yen, the deregulation of visa-related procedures,

the proposal to legalise casinos in Japan and the Olympics Games could contribute to growth in tourism and an increase in golf course usage in Japan

LIMITED SUPPLY OF GOLF COURSES IN JAPAN DUE TO HIGH BARRIERS OF ENTRY IN THE MARKET• High land cost and large land area required• Construction cost of average golf course at least US$50 – 60 million

(approximately JPY 5 – 6 billion)• Market competition, maintenance expertise and economies of

scale required to successfully enter market

CHANGE IN DEMOGRAPHICS WITH MORE SENIOR CITIZENS• The increase in the number of senior golfers is anticipated to be a

growth driver as senior golfers tend to play more rounds per year, especially those who have reached retirement age

Source: CBRE

Note:(4) Based on the internet survey of 2,000 people who played golf in the most recent one year done by MACROMILL, INC in 9/2013. The survey was commissioned by the Sponsor as part of its

annual survey on the trend of golfers. MACROMILL, INC has not provided its consent, for purposes of Section 282I of the SFA, to the inclusion of the information cited and attributed to it in this document and therefore is not liable for such information under Sections 282N and 282O of the SFA. While AG Trust, the Trustee-Manager, the Sponsor and the Joint Bookrunners have taken reasonable actions to ensure that the information is reproduced in its proper form and context and that the information is extracted accurately and fairly, none of AG Trust, the Trustee-Manager, the Sponsor, the Joint Bookrunners or any other party has conducted an independent review of this information or verifi ed the accuracy of the contents of the relevant information.

Sponsorship by Japan’s Leading Golf Course OperatorCOMPREHENSIVE SUPPORT UNDER THE SPONSOR SUPPORT AGREEMENT

• AG Trust will leverage on the expertise, know-how and experience 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 SPONSOR’S STRONG NETWORK OF RELATIONSHIPS WITH FINANCIAL INSTITUTIONS AND AG TRUST’S 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 in AG Trust

Strong growth opportunities

Source: CBRE

STRONG EXTERNAL GROWTH OPPORTUNITIES BASED ON A VISIBLE PIPELINESponsor’s Portfolio post-IPO• The Sponsor has identifi ed 26 golf courses held by the Sponsor and

operated under the “Accordia” brand which could potentially be offered to AG Trust

• The Sponsor has granted AG Trust: (i) a right of fi rst refusal over any golf course business to be acquired

or disposed by the Sponsor which falls within AG Trust’s investment mandate;

(ii) certain rights to initiate discussions with the Sponsor; and (iii) certain undertakings to offer, and a call option over, the existing

and future golf course business which are held by the Sponsor under the “Accordia” brand

• Sponsor has acquired as many as 59 golf courses between FY2006 and FY2013 and is expected to continue acquiring golf courses in future

Third Party Acquisition Opportunities• Only 295 or 12.3% of the 2,405 golf courses in Japan are affi liated

to major golf course operators(5) and operators of such golf courses may fi nd it necessary to sell their golf courses whether as part of a legal liquidation procedure due to poor business performance or on a voluntary basis

INTERNAL GROWTH OPPORTUNITIES• AG Trust to fully capitalise on the Sponsor’s strengths, such as its

network, customer base and existing strategies in increasing the revenue of the golf courses in the Initial Portfolio managed and operated by the Sponsor pursuant to the Golf Course Management Agreement under which the Sponsor will provide golf course management and other services in respect of the Initial Portfolio Golf Courses

• Implementation of streamlining measures, including operational cost optimisation and administrative rationalisation

Market Share of Golf Courses as at March 2013

ORIX GROUP1.7%

OTHERS87.7%

PGM GROUP5.1%

ACCORDIA GOLF5.5%

Note: (5) Major golf course operators include PGM and ORIX Group, which are the second

and third largest golf course operators as of March 2013.

Collaboration with Daiwa Securities Group, which is highly experienced in asset management • Daiwa Real Estate Asset Management Co. Ltd., the real estate asset

management arm of Daiwa Securities Group, will be appointed as the asset manager

• It has a strong proven track record and experience in the management of listed REITs, having been engaged as a real estate asset manager of J-REITs since 2005 and is licensed to provide investment management, advisory and agency services

• AG Trust will be able to leverage Daiwa Real Estate Asset Management Co. Ltd.’s supervisory function and investment advisory capabilities through its role as the asset manager

Event Date & Time

Opening Date & Time for Public Offer 22 July 2014, 9:00 a.m.

Closing Date & Time for Public Offer 24 July 2014, 12:00 p.m.

Listing on the SGX-ST 1 August 2014, 2:00 p.m.

Indicative timetable

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 Latest

Practicable Date• Listed on the Tokyo Stock Exchange with a market capitalisation

of approximately JPY136.5 billion or S$1.67 billion as at the Latest Practicable Date

About the Trustee-Manager• Accordia Golf Trust Management Pte. Ltd. is 49.0% held by the

Sponsor and 51.0% held by Daiwa Real Estate Asset Management Co. Ltd., a wholly-owned subsidiary of Daiwa Securities Group Inc.

• The Trustee-Manager’s management team has signifi cant experience in Japan’s 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 effi ciency and reducing

operating costs

RISK AND CAPITAL MANAGEMENT STRATEGY:• Assess risks relating to AG Trust’s business• Optimise overall capital structure of AG Trust and its assets

(including the Initial Portfolio)• Proactively manage overall fi nancing costs• Utilise hedging techniques as appropriate to manage the foreign

exchange exposure

ACQUISITION AND GROWTH STRATEGY• A right of fi rst refusal and call option over the Sponsor’s pipeline of

golf courses and driving ranges• Pursue selective acquisition opportunities to expand AG Trust’s

business and portfolio of assets

• To distribute 100.0% of AG Trust’s Distributable Income for Forecast Year 2015

• First distribution will be for the period from the Listing Date and ending on 31 March 2015

• To distribute at least 90.0% of AG Trust’s Distributable Income thereafter

ATTRACTIVE DISTRIBUTION YIELD ANNUAL DISTRIBUTION YIELD OF




Illustrative normalised DPU yield (excluding non-recurring items) Illustrative

annual DPU yield (including non-recurring items)

0%Based on Maximum

Offering PriceBased on Minimum

Offering Price

2%

4%

6%

8%

10%

6.8%

8.8%

7.0%

9.1%

Distribution Yield for Forecast Year 2015(6)(7)

Notes:(6) Illustrative DPU yields are calculated by dividing the respective DPU in S$,

which is converted from JPY at the assumed exchange rate of JPY 81.16/S$, by the respective estimated issue price. The forecast distribution yield is calculated based on the underlying assumptions in the Prospectus. Such yields will vary accordingly for investors who purchase the Units in the secondary market at a market price different from the Offering Price

(7) The 12-month period from 1 April 2014 to 31 March 2015(8) Based on the illustrative annual DPU yield (including non-recurring items)

and the Minimum Offering Price(9) Based on the illustrative normalised DPU yield (excluding non-recurring

items) and the Minimum Offering Price

TABLE OF CONTENTS

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

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

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

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

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

INFORMATION CONCERNING THE UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

EXCHANGE RATE INFORMATION AND EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . 106

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119

UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 147

PROFIT AND CASH FLOW FORECAST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151

THE RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176

THE BUSINESS OF ACCORDIA GOLF TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183

OVERVIEW OF RELEVANT LAWS AND REGULATIONS IN JAPAN . . . . . . . . . . . . . . . . 274

OVERVIEW OF THE GOLF COURSE INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282

THE TRUSTEE-MANAGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297

THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316

CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OFINTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332

THE CONSTITUTION OF ACCORDIA GOLF TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354

CERTAIN AGREEMENTS RELATING TO ACCORDIA GOLF TRUST . . . . . . . . . . . . . . . 365

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 428

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 429

REPORTING ACCOUNTANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 438

i

APPENDIX A – REPORTING ACCOUNTANT’S REPORT ON THE COMPILATIONOF THE UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF ACCORDIA GOLF TRUST AND ITS SUBSIDIARIES FOR THEFINANCIAL YEARS ENDED 31 MARCH 2011, 31 MARCH 2012AND 31 MARCH 2013 AND FOR THE NINE-MONTH PERIODSENDED 31 DECEMBER 2012 AND 31 DECEMBER 2013 . . . . . . A-i

APPENDIX B – REPORTING ACCOUNTANT’S REPORT ON THE PROFIT ANDCASH FLOW FORECAST OF ACCORDIA GOLF TRUST AND ITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDING 31 MARCH2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

APPENDIX C – INDEPENDENT TAXATION REPORT . . . . . . . . . . . . . . . . . . . . . . C-1

APPENDIX D – INDEPENDENT FINANCIAL ADVISER REPORT ON CERTAININTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . D-1

APPENDIX E – INDEPENDENT REAL ESTATE VALUATION SUMMARYREPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

APPENDIX F – INDEPENDENT VALUATION SUMMARY LETTER . . . . . . . . . . . . F-1

APPENDIX G – INDEPENDENT REPORT ON THE GOLF COURSE INDUSTRY . . G-1

APPENDIX H – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATIONFOR AND ACCEPTANCE OF THE UNITS IN SINGAPORE . . . . . H-1

APPENDIX I – LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OFDIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . I-1

ii

NOTICE TO INVESTORS

No person is authorised to give any information or to make any representation not contained inthis Prospectus and any information or representation not so contained must not be relied uponas having been authorised by or on behalf of any of AG Trust, the Trustee-Manager, the Sponsoror the Joint Bookrunners. If anyone provides you with different or inconsistent information, youshould not rely upon it.

Neither the delivery of this Prospectus nor any offer, subscription, sale or transfer made hereundershall under any circumstances imply that the information herein is correct as at any datesubsequent to the date hereof or constitute a representation that there has been no change ordevelopment reasonably likely to involve a material adverse change in the affairs, conditions andprospects of AG Trust, the Trustee-Manager or the Units since the date of this Prospectus. Wheresuch changes occur and are material or required to be disclosed by law, the SGX-ST and/or anyother regulatory or supervisory body or agency, the Trustee-Manager will make an announcementof the same to the SGX-ST and, if required, lodge and issue a supplementary document orreplacement document pursuant to Section 282D of the SFA and take immediate steps to complywith the said Section 282D. Investors should take notice of such announcements and documentsand upon release of such announcements and documents shall be deemed to have notice of suchchanges.

None of AG Trust, the Trustee-Manager, the Sponsor or the Joint Bookrunners or any of theirrespective affiliates, directors, officers, employees, agents, representatives or advisers is makingany representation or undertaking to any subscriber of Units regarding the legality of aninvestment by such subscriber under any securities, investment or similar laws. In addition, thisProspectus is issued solely for the purpose of the Offering and prospective investors in the Unitsshould not construe the contents of this Prospectus as legal, business, financial or tax advice.Investors should be aware that they may be required to bear the financial risks of an investmentin the Units for an indefinite period of time. Investors should consult their own professionaladvisers as to the legal, business, financial or tax and related aspects of an investment in theUnits.

By applying for the Units on the terms and subject to the conditions in this Prospectus, eachinvestor in the Units represents and warrants that, except as otherwise disclosed to theTrustee-Manager and the Joint Bookrunners in writing, he is not (i) a Director or substantialshareholder/Unitholder of AG Trust, the Trustee-Manager or the Sponsor, (ii) an associate of anyof the persons mentioned in (i), or (iii) a connected client of any Joint Bookrunner or lead brokeror distributor of the Units.

Copies of this Prospectus and the Application Forms may be obtained on request, subject toavailability, during office hours, from:

Daiwa Capital Markets Singapore Limited6 Shenton Way OUE Downtown 2

#26-08Singapore 068809

Citigroup Global Markets Singapore Pte. Ltd.8 Marina View

#21-00 Asia Square Tower 1Singapore 018960

and, where applicable, from members of the Association of Banks in Singapore, members of theSGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on theSGX-ST website: .

This Prospectus includes market and industry data and forecasts that have been obtained frominternal surveys, reports and studies, the Independent Report on the Golf Course Industry, as wellas market research, publicly available information and industry publications. Industry publications,surveys and forecasts generally state that the information they contain has been obtained from

iii

sources believed to be reliable, but there can be no assurance as to the accuracy or completenessof such information. While the Trustee-Manager has taken reasonable steps to ensure that theinformation is extracted accurately and in its proper context, the Trustee-Manager has notindependently verified any of the data from third-party sources or ascertained the underlyingeconomic assumptions relied upon therein.

The distribution of this Prospectus and the offering, subscription, sale or transfer of the Units incertain jurisdictions may be restricted by law. AG Trust, the Trustee-Manager, the Sponsor and theJoint Bookrunners require persons into whose possession this Prospectus comes, to informthemselves about and to observe any such restrictions at their own expense and without liabilityto any of AG Trust, the Trustee-Manager, the Sponsor or the Joint Bookrunners. This Prospectusdoes not constitute, and the Trustee-Manager, the Sponsor and the Joint Bookrunners are notmaking, an offer of, or an invitation to subscribe for or purchase, any of the Units in any jurisdictionin which such offer or invitation would be unlawful. Persons to whom a copy of this Prospectus hasbeen issued must not circulate it to any other person, reproduce or otherwise distribute thisProspectus or any information herein for any purpose whatsoever nor permit or cause the sameto occur. For investors in member states of the European Economic Area, a separate documenton the applicable disclosure requirements under the Alternative Investment Fund ManagersDirective 2011/61/EU will be provided together with the Prospectus.

The Units have not been, and will not be, registered under the U.S. Securities Act and may not beoffered or sold within the United States except in a transaction that is exempt from, or not subjectto, the registration requirements of the U.S. Securities Act. The Units are being offered or soldoutside the United States in reliance on Regulation S.

iv

FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus constitute “forward-looking statements”. This Prospectusalso contains forward-looking financial information in “Profit and Cash Flow Forecast”. Allstatements other than statements of historical facts included in this Prospectus, including thoseregarding the future financial position and results of AG Trust, the business strategy, plans andobjectives of the Trustee-Manager for future operations of AG Trust (including development plansand dividends) and statements on future changes in the industry, are forward-looking statements.These forward-looking statements and financial information involve known and unknown risks,uncertainties and other factors that may cause the actual results, performance or achievementsof AG Trust, the Trustee-Manager or the Sponsor, or industry results, to be materially differentfrom any future results, performance or achievements expressed or implied by these forward-looking statements and financial information. These forward-looking statements and financialinformation are based on numerous assumptions regarding the Trustee-Manager’s present andfuture business strategies and the environment in which AG Trust, the Trustee-Manager and theSponsor will operate in the future. As these statements and financial information reflect theTrustee-Manager’s current views concerning future events, these statements and financialinformation necessarily involve risks, uncertainties and assumptions. Actual future performancecould differ materially from these forward-looking statements and financial information. Youshould not place any undue reliance on these forward-looking statements.

The important factors that could cause AG Trust’s or the Trustee-Manager’s actual results,performance or achievements to differ materially from those in the forward-looking statements andfinancial information include, but are not limited to:

• general global, regional and local economic conditions, particularly in Japan;

• regulatory developments and changes in the golf course industry;

• implementation of new or changes in government regulations, including tax or licensing laws,particularly in Japan;

• the ability of the Trustee-Manager to successfully execute the business strategies of AGTrust;

• changes in the need for capital and the availability of financing and capital to fund theseneeds;

• changes in interest rates or rates of inflation;

• breaches of laws or regulations in the operation and management of AG Trust and otherfuture businesses and assets;

• the ability of the Trustee-Manager and New SPC to anticipate and respond to changes in thegolf course industry and in customer demand, trends and preferences;

• man-made or natural disasters, including war, acts of international or domestic terrorism, civildisturbances, occurrences of catastrophic events and acts of God such as floods,earthquakes, typhoons and other adverse weather and natural conditions that affect thebusiness or assets of AG Trust;

• the loss of key personnel of the Trustee-Manager and New SPC (as defined below) and theinability to replace such personnel on a timely basis or on terms acceptable to theTrustee-Manager or AG Trust;

v

• foreign currency exchange rate fluctuations, including fluctuations in the exchange rates ofcurrencies that are used in the business of AG Trust;

• legal, regulatory and other proceedings arising out of the operations of AG Trust;

• general global, regional and local political and social conditions and the implementation of orchanges to existing government policies in the jurisdictions where AG Trust operates now orin the future, particularly Japan;

• delays in obtaining business related approvals;

• timing of cash flows;

• the acquisition of new golf courses and associated capital expenditure;

• 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 achievements to differmaterially include, but are not limited to, those discussed under “Risk Factors”, “Profit and CashFlow Forecast”, “Distributions” and “The Business of Accordia Golf Trust”. These forward-lookingstatements and financial information speak only as at the date of this Prospectus. AG Trust, theTrustee-Manager, the Sponsor and the Joint Bookrunners expressly disclaim any obligation orundertaking to release publicly any updates of or revisions to any forward-looking statement orfinancial information contained herein to reflect any change in the Trustee-Manager’sexpectations with regard thereto or any change in events, conditions or circumstances on whichany such statement or information is based, subject to compliance with all applicable laws andregulations and/or the rules of the SGX-ST and/or any other relevant regulatory or supervisorybody or agency.

vi

MARKET AND INDUSTRY INFORMATION

This Prospectus includes market and industry data and forecasts that have been obtained frominternal surveys, reports and studies, where appropriate, as well as market research, publiclyavailable information and industry publications. Industry publications, surveys and forecastsgenerally state that the information they contain has been obtained from sources believed to bereliable, but there can be no assurance as to the accuracy or completeness of such includedinformation. The Trustee-Manager has commissioned CBRE K.K. (“CBRE”), to prepare a report onthe global golf course industry for the purpose of inclusion in this Prospectus, including data(actual, estimated and forecast) relating to, among other things, demand and market shareinformation. While the Trustee-Manager believes that the third party information and datacontained in this Prospectus are reliable, the Trustee-Manager cannot ensure the accuracy of theinformation or data, and the Trustee-Manager, the Sponsor and the Joint Bookrunners and any oftheir affiliates or advisers have not independently verified this information or data or ascertainedthe underlying economic assumptions relied upon therein.

vii

CERTAIN DEFINED TERMS AND CONVENTIONS

AG Trust will publish its financial statements in Japanese yen. In this Prospectus, references to“S$”, “SGD”, “Singapore dollars” or “Singapore cents” are to the lawful currency of Singapore,references to “U.S.$”, “U.S. dollars” or “U.S. cents” are to the lawful currency of the United Statesof America and references to “¥”, “JPY” or “Japanese yen” are to the lawful currency of Japan.

For the reader’s convenience, certain Japanese yen amounts have been translated into Singaporedollars. Unless otherwise indicated, such translations have been made based on the exchangerate as at 16 June 2014, being the latest practicable date prior to the lodgment of this Prospectuswith the MAS (the “Latest Practicable Date”), of JPY81.52 = S$1.00. Such translations shouldnot be construed as representations that the Japanese yen or Singapore dollar amounts referredto could have been, or could be, converted into Japanese yen or Singapore dollars, as the casemay be, at that rate indicated or any other rate or at all. See “Exchange Rate Information andExchange Controls” for further information regarding rates of exchange between the Japaneseyen and the Singapore dollar.

Unless otherwise specified, references to revenue from the golf courses excludes revenue fromthe Pro-Shop Business (as defined herein). See “The Restructuring Exercise – Details of theRestructuring – 5. The Arrangement of the Pro-Shop Business” for details of the Pro-ShopBusiness arrangement.

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

The forecast yields are calculated based on the Minimum Offering Price and the MaximumOffering Price. Such yields and yield growth will vary accordingly for investors who purchase Unitsin the secondary market at a market price different from the Minimum Offering Price and theMaximum Offering Price.

Where appropriate, certain figures that appear in this Prospectus have been rounded. Anydiscrepancies in the tables, graphs and charts included in this Prospectus between the listedamounts and totals thereof are due to rounding.

References to “Appendix” or “Appendices” are to the appendices set out in this Prospectus. Allreferences in this Prospectus to dates and times shall mean Singapore dates and times unlessotherwise specified.

In this Prospectus, references to “SPC” is to Accordia Golf Asset Godo Kaisha in general, whilereferences to “New SPC” is to the same entity after the Merger (as defined herein). See “TheRestructuring Exercise” for further details.

viii

OVERVIEW

The following overview is qualified in its entirety by, and is subject to, the more detailedinformation contained in or referred to elsewhere in this Prospectus. The meanings of terms notdefined in this overview can be found in the Glossary or in the trust deed of AG Trust (the “TrustDeed”). A copy of the Trust Deed can be inspected at the registered office of the Trustee-Manager,which is located at 6 Shenton Way, #25-09 OUE Downtown 2, Singapore 068809.

Statements contained in this overview that are not historical facts may be forward-lookingstatements. Such statements are based on certain assumptions and are subject to certain risks,uncertainties and assumptions that could cause actual results, performance or achievements ofAG Trust or the Trustee-Manager to differ materially from those forecasted in this Prospectus (see“Forward-Looking Statements”). Under no circumstances should the inclusion of such informationherein be regarded as a representation, warranty or prediction of the accuracy of the underlyingassumptions by AG Trust, the Trustee-Manager, the Sponsor and the Joint Bookrunners or anyother person or that these results will be achieved or are likely to be achieved. Investing in theUnits involves risks. Prospective investors are advised not to rely solely on this overview, butshould read this Prospectus in its entirety and, in particular, the sections from which theinformation in this overview is extracted and “Risk Factors” to better understand the Offering andAG Trust’s businesses and risks.

INTRODUCTION TO ACCORDIA GOLF TRUST

AG Trust is the first business trust comprising investments in golf course assets in Japan to belisted on the SGX-ST. AG Trust is constituted with the principal investment strategy of investing,directly or indirectly, in the business of owning a portfolio of stabilised, income-generating golfcourses, driving ranges and golf course related assets worldwide, with an initial focus on Japan.For the avoidance of doubt, “golf course related assets” means assets which are located on thegolf courses and driving ranges and integral to the golf course business, including golf clubhouses and hotels. AG Trust will not be involved in the business of developing golf courses ordeveloping or acquisition of hotels or hotel businesses which are not related to any golf coursebusiness.

The Trustee-Manager’s key objectives are to invest in golf courses, driving ranges and golf courserelated assets that are able to generate long-term, stable cash flows, while paying continuousdistributions to Unitholders and maximising long-term investment returns of Unitholders bygenerating long-term capital value growth through future acquisitions.

AG Trust’s initial portfolio (the “Initial Portfolio”) will comprise 891 golf courses (including the golfcourse related assets relating to such golf courses) located across Japan (the “Initial PortfolioGolf Courses”), with 86.4%2 of the Initial Portfolio Golf Courses, based on their appraised valuesas at 30 September 2013, located in the three largest metropolitan areas in Japan, namely, theGreater Tokyo Region, the Greater Nagoya Region and the Greater Osaka Region (see map –“The Three Largest Metropolitan Areas in Japan” below). 10 of the Initial Portfolio Golf Courseshave hotel facilities located on them. The Initial Portfolio is valued3 at an aggregate of

1 Calculated on the basis that Otsu Country Club Course, one of the Initial Portfolio Golf Courses with two courses,is a single golf course.

2 This percentage is calculated by dividing (i) the aggregated appraised values by the Independent Real EstateAppraisers of the Initial Portfolio Golf Courses in the three largest metropolitan areas by (ii) the aggregatedappraised values by the Independent Real Estate Appraisers of all the Initial Portfolio Golf Courses.

3 Based on the real estate appraisals conducted by the Independent Real Estate Appraisers (as defined herein),CBRE valued 30 Initial Portfolio Golf Courses at approximately JPY42,881 million as at 30 September 2013 andTanizawa Sogo Appraisal Co., Ltd. (“Tanizawa”) valued the remaining 59 Initial Portfolio Golf Courses atapproximately JPY108,027 million as at 30 September 2013.

1

approximately JPY150,908 million (equivalent to approximately S$1,851 million) as at 30September 2013 by CBRE and Tanizawa (each an “Independent Real Estate Appraiser” andtogether, the “Independent Real Estate Appraisers”). (See Appendix E – “Independent RealEstate Valuation Summary Reports”.)

The Trustee-Manager will acquire the Initial Portfolio, through the acquisition of the TK Interests,at an acquisition price of S$945 million1, based on the valuation by PricewaterhouseCoopers Co.,Ltd. (the “Independent Valuer”). This value is based on the valuation by the Independent Valuerusing the discounted cash flow method, being JPY81,982 million2 (equivalent to approximatelyS$1,006 million), and is net of net debt (comprising intercompany loans and lease obligations) andthe value attributable to membership interests in New SPC.

The acquisition price of the TK Interests is based on the valuation by the Independent Valuer andnot the valuations by the Independent Real Estate Appraisers as AG Trust is acquiring the TKInterests, being the business of New SPC (which takes into consideration working capital of NewSPC and debt) and not the golf courses as real estate assets. In adopting the discounted cash flowmethod, the results of the real estate appraisals were not applied.

In addition, as the real estate appraisals are based on the cash flows of the golf courses and therehave not been damages to the buildings or significant deterioration of the course conditionsresulting from disasters such as earthquakes to have resulted in an adverse change to the realestate appraisals as at 30 September 2013, the Trustee-Manager is of the view that there shouldnot be any material differences to the real estate appraisals as at 30 September 2013 and anupdate thereof is not necessary.

1 This is a provisional acquisition price based on the Maximum Offering Price and is subject to adjustment under theTK Interest Transfer Agreement (as defined herein) based on the actual Offering Price, and subject to a minimumacquisition price of S$913 million (based on the Minimum Offering Price).

2 The Independent Valuer’s valuation of the fair value of the TK Interests lies in the range of JPY61,223 million(equivalent to approximately S$751 million) to JPY81,982 million (equivalent to approximately S$1,006 million).

2

The Three Largest Metropolitan Areas in Japan

Tokyo, Kanagawa, Chiba,

Saitama, Gunma, Ibaraki

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, 2012

)sdnasuohtni(3102yraurbeFot2102hcraMmorfdoirepehT**

Prefecture

Prefecture

Prefecture

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

The population in Japan is unevenly distributed, with the majority located in the Greater TokyoRegion, the Greater Nagoya Region and the Greater Osaka Region. Golf courses located in thesedensely populated areas, as compared to other regions in Japan, are generally able to attractmore visitors and generate higher revenue. These areas have better developed and well-maintained transport infrastructure and can be conveniently accessed by customers. In addition,weather conditions in these three largest metropolitan areas are generally more stable (forinstance, shutdown periods due mainly to snowfalls are shorter).

(See “– Key Investment Highlights and Competitive Strengths – (III) Quality initial portfolio of golfcourses to provide stable and attractive yield – Portfolio located mainly in the three largestmetropolitan areas in Japan with good access from densely populated cities”.)

3

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

Summary of the Number of Golf Courses, Holes and Appraisal Value of the Initial Portfolioby Region

RegionsNumber ofCourses %

Number ofHoles %

AppraisalValue(1)

(JPY/SGD’million) As at30 September

2013 %

Three LargestMetropolitan Areas inJapan

62 69.7 1,375 72.1 JPY130,386SGD1,599

86.4

Greater Tokyo Region 35 39.3 781 41.0 JPY74,097SGD909

49.1

Greater Osaka Region 15 16.9 369 19.4 JPY37,673SGD462

25.0

Greater NagoyaRegion

12 13.5 225 11.8 JPY18,616SGD228

12.3

Other Regions 27 30.3 531 27.9 JPY20,522SGD252

13.6

Total 89 100 1,906 100 JPY150,908SGD1,851

100

Note:

(1) Based on the real estate appraisals as at 30 September 2013 conducted by each of the Independent Real EstateAppraisers.

4

Summary of the Revenue of the Initial Portfolio by Region

Regions

Revenue(1) (JPY/SGD ’million)

FY2011 FY2012 FY2013

Nine-monthperiod ended31 December

2012


2013

Three LargestMetropolitan Areasin Japan(2)

JPY45,140SGD554(79.9%)

JPY43,878SGD538(80.0%)

JPY43,752SGD537(79.9%)

JPY35,221SGD432(79.6%)

JPY34,657SGD425(79.5%)

Greater TokyoRegion(2)

JPY24,782SGD304(43.9%)

JPY23,771SGD292(43.3%)

JPY23,932SGD294(43.7%)

JPY19,235SGD236(43.5%)

JPY18,810SGD231(43.2%)

Greater OsakaRegion(2)

JPY13,239SGD162(23.4%)

JPY12,919SGD158(23.5%)

JPY12,609SGD155(23.0%)

JPY10,125SGD124(22.9%)

JPY10,119SGD124(23.2%)

Greater NagoyaRegion(2)

JPY7,119SGD87(12.6%)

JPY7,188SGD88(13.1%)

JPY7,211SGD88(13.2%)

JPY5,861SGD72(13.2%)

JPY5,728SGD70(13.1%)

Other Regions(2) JPY11,357SGD139(20.1%)

JPY10,999SGD135(20.0%)

JPY11,021SGD135(20.1%)

JPY9,025SGD111(20.4%)

JPY8,931SGD110(20.5%)

Sub total(2) JPY56,497SGD693(100%)

JPY54,877SGD673(100%)

JPY54,773SGD672(100%)

JPY44,246SGD543(100%)

JPY43,588SGD535(100%)

Adjustment(3) JPY(544)SGD(7)

JPY(947)SGD(12)

JPY(1,179)SGD(15)

JPY(902)SGD(11)

JPY(820)SGD(10)

Total(4) JPY55,953SGD686

JPY53,930SGD662

JPY53,594SGD657

JPY43,344SGD532

JPY42,768SGD525

Notes:

(1) Revenue includes golf course revenue (playing fees (green fee and cart fee) and others), restaurant revenue,membership revenue (annual membership fee, new membership fee and name transfer fee) from the golf course.

(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 AG Trust.

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

5

Summary of Net Operating Income of the Initial Portfolio by Region(1)

Regions

NOI(2) (JPY/SGD ’million)

FY2011 FY2012 FY2013


2012


2013

Three LargestMetropolitan Areasin Japan(3)

JPY15,863SGD195(83.9%)

JPY15,702SGD193(83.9%)

JPY15,737SGD193(83.2%)

JPY13,354SGD164(83.0%)

JPY12,783SGD157(82.8%)

Greater TokyoRegion(3)

JPY8,986SGD110(47.5%)

JPY8,731SGD107(46.6%)

JPY8,846SGD109(46.8%)

JPY7,489SGD92(46.6%)

JPY7,032SGD86(45.6%)

Greater OsakaRegion(3)

JPY4,817SGD59(25.5%)

JPY4,703SGD58(25.1%)

JPY4,490SGD55(23.7%)

JPY3,782SGD46(23.5%)

JPY3,748SGD46(24.3%)

Greater NagoyaRegion(3)

JPY2,060SGD25(10.9%)

JPY2,268SGD28(12.1%)

JPY2,401SGD29(12.7%)

JPY2,083SGD26(13.0%)

JPY2,003SGD25(13.0%)

Other Regions(3) JPY3,047SGD37(16.1%)

JPY3,015SGD37(16.1%)

JPY3,172SGD39(16.8%)

JPY2,726SGD33(17.0%)

JPY2,653SGD33(17.2%)

Sub total(3) JPY18,910SGD232(100%)

JPY18,717SGD230(100%)

JPY18,909SGD232(100%)

JPY16,080SGD197(100%)

JPY15,436SGD189(100%)

Adjustment(4) JPY(932)SGD(11)

JPY(322)SGD(4)

JPY(563)SGD(7)

JPY(293)SGD(4)

JPY(220)SGD(3)

Total JPY17,978SGD221

JPY18,395SGD226

JPY18,346SGD225

JPY15,787SGD194

JPY15,216SGD187

Notes:

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

(2) NOI has been calculated by deducting merchandise and material expense, labour cost and other operatingexpenses 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 AG Trust.

6

Summary of the Number of Visitors and Utilisation Rate of the Initial Portfolio by Region

Regions

Average Number of Annual Visitorsper 18 Holes Utilisation Rate (%)(1)

FY2011 FY2012 FY2013


FY2011 FY2012 FY2013


2012 2013 2012 2013

Three LargestMetropolitanAreas in Japan 54,151 54,257 55,998 44,846 44,644 76.3 75.7 78.5 81.8 81.6

Greater TokyoRegion 53,327 52,638 55,068 44,103 43,166 75.3 73.7 77.5 80.4 79.1

Greater OsakaRegion 57,275 57,275 57,933 46,344 47,475 80.2 79.0 80.4 84.4 86.5

Greater NagoyaRegion 51,734 54,927 55,988 44,968 45,130 73.6 77.5 78.5 82.3 82.5

Other Regions 43,839 44,130 45,262 37,111 37,418 66.8 67.2 68.9 70.4 70.4

Total 51,278 51,435 53,007 42,691 42,631 73.8 73.5 75.9 78.7 78.6

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 persons.

“200 persons” in this formula is a standardised maximum visitor capacity per 18 holes per day (50 parties with 4players per day) used by the Sponsor based on its experience in operating golf courses. However, as this is onlyan assumed maximum visitor capacity and the number of visitors in a day can exceed 200, the utilisation rate ofcertain Initial Portfolio Golf Courses can exceed 100% (see the utilisation rates of certain of the top 10 golf coursesin the Initial Portfolio by appraisal value as at 30 September 2013 under “The Business of Accordia Golf Trust – TheInitial Portfolio – Top 10 Golf Courses”).

While the utilisation rate is not a measure of golf course operations commonly used in the industry, theTrustee-Manager believes that this measure reflects the level of efficiency in the operation and capacity utilisationof a golf course in a meaningful manner.

As shown in the table “Summary of the Number of Visitors and Utilisation Rate of the InitialPortfolio by Region”, the golf courses located in the three largest metropolitan areas in Japanhave consistently attracted a significantly higher number of visitors in the past, resulting in theirhigher utilisation rates compared to the golf courses in other regions. Having 86.4% of the InitialPortfolio Golf Courses located in the three largest metropolitan areas on an appraisal value basis,in turn, contributes to the stability of revenue of the Initial Portfolio.

AG Trust will invest in the Initial Portfolio through a tokumei kumiai structure (the “TK Structure”),where AG Trust will enter into a Japanese tokumei kumiai arrangement (“TK arrangement”) as atokumei kumiai investor (“TK Investor”) with the special purpose vehicle (“New SPC”), which willbe the tokumei kumiai operator (“TK Operator”) under the TK arrangement. (See “The Businessof Accordia Golf Trust − Structure of Accordia Golf Trust – Overview of, Key Features of andRationale for TK Structure” for the key features of and rationale for adopting the TK Structure and“The Restructuring Exercise”.)

The Trustee-Manager is 49.0% held by the Sponsor and 51.0% held by Daiwa Real Estate AssetManagement Co. Ltd. (the “TM Partner”), a wholly-owned subsidiary of Daiwa Securities GroupInc. (“Daiwa Securities Group”). The TM Partner will also be the asset manager of the InitialPortfolio Golf Courses (the “Asset Manager”), pursuant to an asset management agreement (the“Asset Management Agreement”) entered into with New SPC.

7

The Sponsor of AG Trust is Accordia Golf Co., Ltd., the leading golf course operator in Japanoperating 135 golf courses (of which 132 are owned by the Sponsor prior to the transfer of the TKInterests) and 26 driving ranges as at the Latest Practicable Date. (See the table “Market Shareof Golf Course Operators as at March 2013” under “Key Investment Highlights and CompetitiveStrengths – (IV) Strong growth opportunities – (a) Strong external growth opportunities based onvisible pipeline” with the Sponsor as the golf course operator with the largest market share.) TheSponsor was incorporated in Japan in 1981 and is listed on the Tokyo Stock Exchange with amarket capitalisation of approximately JPY136.5 billion or S$1.67 billion as at the LatestPracticable Date. The Sponsor is in the business of providing integrated golf course services andowning and operating golf courses, mainly in large metropolitan areas and major regional urbancentres in Japan and has a strong track record of acquiring and turning around of troubled golfcourses with its expertise in golf course management and operational know-how. 78 out of the 89Initial Portfolio Golf Courses were acquired by the Sponsor when the vendors were in bankruptcyproceedings/corporate re-organisations, which demonstrates the Sponsor’s ability to turn aroundand improve the revenue of these golf courses to a level and stability that is suitable forinvestment by AG Trust. Since its listing on the Tokyo Stock Exchange in 2006, it has expandedits golf course and driving range operation business, acquiring as many as 59 golf coursesbetween FY2006 and FY2013, and establishing its current position as the leading golf courseoperator in Japan. (See “The Sponsor” for further details.)

The golf courses comprised in the Initial Portfolio will be operated under the “Accordia” brand bythe Sponsor pursuant to a golf course management agreement entered into between the Sponsorand the SPC on 27 June 2014 (the “Golf Course Management Agreement”). The “Accordia”brand represents casual and enjoyable golfing, targeting a wide demographic range of golfplayers. The “Accordia” brand golf courses are distinguished from other golf courses by, inter alia,consistent well-maintained course conditions and reasonable playing fees and meal chargesfacilitated by the Sponsor’s expertise in golf course management and cost-efficient operations.The “Accordia” brand is also increasingly well-accepted among female players, with the numberof female visitors to the Initial Portfolio Golf Courses increasing, accounting for 11.8%, 12.0% and12.1% of the total visitors to the Initial Portfolio Golf Courses in FY2011, FY2012 and FY2013,respectively.1 Such positioning and targeting strategies of the “Accordia” brand golf coursescontribute to their high utilisation rate as reflected in the table “Summary of the Number of Visitorsand Utilisation Rate of the Initial Portfolio by Region” above. In addition,

Singapore’s ﬁrst listed business trust with 9.1%(1)accordiagolftrust.listedcompany.com/misc/enipo...Singapore. Application has been made to Singapore Exchange Securities Trading

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