IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/frasers-hospitality-trust" target="_blank" data-smartkarma-citation="entities:913:1" rel="noopener">Frasers Hospitality Trust (FHT SP)</a>’s EGM and trust scheme meeting will take place on 12 September. The effective date is 12 October with a payment date of 19 October.</li>
<li>The offer comprises S$0.70 cash per share + permitted distributions (estimated 1.356 cents). The IFA considers the scheme consideration to be fair and reasonable.  </li>
<li>This is a done deal. For a 19 October payment, the gross and annualised spread of the offer (inc. permitted DPU) S$0.714 per unit is 1.9% and 12.1%, respectively. </li>
</ul>



Frasers Hospitality Trust (FHT SP)’s EGM and trust scheme meeting will take place on 12 September. The effective date is 12 October with a payment date of 19 October.
The offer comprises S$0.70 cash per share + permitted distributions (estimated 1.356 cents). The IFA considers the scheme consideration to be fair and reasonable.  
This is a done deal. For a 19 October payment, the gross and annualised spread of the offer (inc. permitted DPU) S$0.714 per unit is 1.9% and 12.1%, respectively. 


Fraser Hospitality Trust’s Scheme Meeting on 12 September

<ul>
<li>
<a href="https://www.smartkarma.com/entities/frasers-hospitality-trust" target="_blank" data-smartkarma-citation="entities:913:1" rel="noopener">Frasers Hospitality Trust (FHT SP)</a> announced a privatisation proposal from Frasers Property Limited at S$0.70 cash per share + permitted distributions (estimated 1.2961 cents).  </li>
<li>The offer is the culmination of a strategic review announced on 8 April. The offer price is attractive in comparison to historical multiples, precedent transactions and historical unit prices.</li>
<li>At the last close and for the September end effective date, the gross and annualised spread to the total offer price of S$0.713 per unit is 3.3% and 11.1%, respectively. </li>
</ul>



Frasers Hospitality Trust (FHT SP) announced a privatisation proposal from Frasers Property Limited at S$0.70 cash per share + permitted distributions (estimated 1.2961 cents).  
The offer is the culmination of a strategic review announced on 8 April. The offer price is attractive in comparison to historical multiples, precedent transactions and historical unit prices.
At the last close and for the September end effective date, the gross and annualised spread to the total offer price of S$0.713 per unit is 3.3% and 11.1%, respectively. 


Fraser Hospitality Trust’s Privatisation Offer from Frasers Property Limited

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<p>As regular readers of the series on <a href="https://www.smartkarma.com/entities/matsumotokiyoshi-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:2259:1" rel="noopener">Matsumotokiyoshi Holdings Co., Ltd. (3088 JP)</a> and <a href="https://www.smartkarma.com/entities/cocokara-fine-inc" target="_blank" data-smartkarma-citation="entities:15447:1" rel="noopener">Cocokara Fine (3098 JP)</a> over the past nearly two years will know, I have expected Cocokara to benefit on the exchange ratio. </p><p>I thought the ratio that was reached - 1.7 Matsukiyo shares for every share of Cocokara - was a little light, and not just because the ratio announced was lower than the closing price pre-announcement. </p><table class="table table-striped"><tbody>
<tr><td colspan="3" style="width: 76.3636px;"><h2>A History of Smartkarma Coverage on the Event</h2></td></tr>
<tr>
<td style="width: 76.3636px;"><h3><strong>Date</strong></h3></td>
<td style="width: 101.818px;"><h3><strong>Author</strong></h3></td>
<td style="width: 502.727px;"><h3><strong>Title</strong></h3></td>
</tr>
<tr>
<td style="width: 76.3636px;">20 May 2019</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/matsukiyo-and-cocokara-fine-tie-to-shake-up-drugstore-sector" target="_blank" data-smartkarma-citation="insights:29890" rel="noopener">Matsukiyo and Cocokara Fine Tie to Shake up Drugstore Sector</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">4 June 2019</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/cocokara-fine-cocokara" target="_blank" data-smartkarma-citation="insights:30197" rel="noopener">Cocokara Fine は Cocokara いいね*</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">12 June 2019</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/drug-fuelled-marriages-and-macho-shachos-in-japan" target="_blank" data-smartkarma-citation="insights:30346" rel="noopener">Drug-Fuelled Marriages and Macho Shachos* in Japan</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">15 Aug 2019</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/cocokara-3098-going-with-matsukiyo-3088-but-ratio-overextended" target="_blank" data-smartkarma-citation="insights:31733" rel="noopener">Cocokara (3098) Going With MatsuKiyo (3088) But Ratio Overextended</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">16 Aug 2019</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/mio-kato" target="_blank" data-smartkarma-citation="accounts:713" rel="noopener">Mio Kato</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/matsukiyo-cocokara-merger-quantamental-analysis-shows-matsukiyo-in-fact-is-the-best-fit" target="_blank" data-smartkarma-citation="insights:31793" rel="noopener">Matsukiyo-Cocokara Merger: Quantamental Analysis Shows Matsukiyo in Fact IS the Best Fit</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">23 Aug 2019</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/mio-kato" target="_blank" data-smartkarma-citation="accounts:713" rel="noopener">Mio Kato</a> </td>
<td style="width: 502.727px;"><a href="https://www.smartkarma.com/insights/matsukiyo-no-loss-of-emphasis-on-profitability-looking-to-asean-for-growth" target="_blank" data-smartkarma-citation="insights:31947" rel="noopener">Matsukiyo: No Loss of Emphasis on Profitability, Looking to ASEAN for Growth</a></td>
</tr>
<tr>
<td style="width: 76.3636px;">29 Sep 2019</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/cocokara-and-matsukiyo-potential-competition-for-supermarkets-and-convenience-stores" target="_blank" data-smartkarma-citation="insights:32769" rel="noopener">Cocokara and Matsukiyo: Potential Competition for Supermarkets and Convenience Stores</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">14 Jan 2020</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/gotta-go-with-cocokara" target="_blank" data-smartkarma-citation="insights:35799" rel="noopener">Gotta Go With Cocokara</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">2 Feb 2020</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/cocokara-matsukiyo-disappointing-but-not-disappointing" target="_blank" data-smartkarma-citation="insights:36256" rel="noopener">Cocokara/MatsuKiyo - Disappointing But Not Disappointing</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">13 Mar 2020</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/japanese-drugstores-with-maturity-comes-marriage" target="_blank" data-smartkarma-citation="insights:37436" rel="noopener">Japanese Drugstores: With Maturity Comes Marriage</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">23 Sep 2020</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/cocokara-matsukiyo-big-gains-since-delay-stay-long-both" target="_blank" data-smartkarma-citation="insights:43539" rel="noopener">Cocokara/MatsuKiyo - Big Gains Since Delay, Stay Long Both</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">2 Feb 2021</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/cocokara-matsukiyo-deal-finally-coming" target="_blank" data-smartkarma-citation="insights:47717" rel="noopener">Cocokara/​MatsuKiyo Deal Finally Coming?</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">28 Feb 2021</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/matsukiyococokara-co-the-merger" target="_blank" data-smartkarma-citation="insights:48652" rel="noopener">MatsukiyoCocokara &amp; Co - The Merger</a> </td>
</tr>
<tr>
<td style="width: 76.3636px;">1 Mar 2021</td>
<td style="width: 101.818px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 502.727px;">
<a href="https://www.smartkarma.com/insights/matsukiyococokara-merger-and-implied-forward-forecasts" target="_blank" data-smartkarma-citation="insights:48679" rel="noopener">MatsuKiyoCocokara Merger and Implied Forward Forecasts</a> </td>
</tr>
</tbody></table><p>But it was a good deal for the combined business, and I came out bullish both before the announcement in <a href="https://www.smartkarma.com/insights/cocokara-matsukiyo-deal-finally-coming" target="_blank" data-smartkarma-citation="insights:47717" rel="noopener">Cocokara/​MatsuKiyo Deal Finally Coming?</a> and afterwards in <a href="https://www.smartkarma.com/insights/matsukiyococokara-co-the-merger" target="_blank" data-smartkarma-citation="insights:48652" rel="noopener">MatsukiyoCocokara &amp; Co - The Merger</a> and the accompanying <a href="https://www.smartkarma.com/insights/matsukiyococokara-merger-and-implied-forward-forecasts" target="_blank" data-smartkarma-citation="insights:48679" rel="noopener">MatsuKiyoCocokara Merger and Implied Forward Forecasts</a>.</p><p>I had not seen comment of this deal, nor heard of any activism in the name, but was struck by the amount of volume which traded through terms after the announcement. </p><h3>Today There is NEW News of Activism in This Situation</h3><p>Today after the close, Singapore-based fund Hibiki Path Advisors <a href="https://www.businesswire.com/news/home/20210309006129/en/Hibiki-Path-Advisors-Opposes-to-the-Share-Exchange-Ratio-in-the-Merger-of-Matsumotokiyoshi-Holdings-Co.-Ltd.-and-cocokara-fine-Inc." target="_blank" rel="noopener">announced</a> that it opposed the merger ratio of this combination.  </p><p>This is worth looking at, so I do.</p>

As regular readers of the series on Matsumotokiyoshi Holdings Co., Ltd. (3088 JP) and Cocokara Fine (3098 JP) over the past nearly two years will know, I have expected Cocokara to benefit on the exchange ratio. I thought the ratio that was reached - 1.7 Matsukiyo shares for every share of Cocokara - was a little light, and not just because the ratio announced was lower than the closing price pre-announcement. 
A History of Smartkarma Coverage on the Event

Date
Author
Title


20 May 2019

Michael Causton 

Matsukiyo and Cocokara Fine Tie to Shake up Drugstore Sector 


4 June 2019

Travis Lundy 

Cocokara Fine は Cocokara いいね* 


12 June 2019

Michael Causton 

Drug-Fuelled Marriages and Macho Shachos* in Japan 


15 Aug 2019

Travis Lundy 

Cocokara (3098) Going With MatsuKiyo (3088) But Ratio Overextended 


16 Aug 2019

Mio Kato 

Matsukiyo-Cocokara Merger: Quantamental Analysis Shows Matsukiyo in Fact IS the Best Fit 


23 Aug 2019

Mio Kato 
Matsukiyo: No Loss of Emphasis on Profitability, Looking to ASEAN for Growth


29 Sep 2019

Michael Causton 

Cocokara and Matsukiyo: Potential Competition for Supermarkets and Convenience Stores 


14 Jan 2020

Travis Lundy 

Gotta Go With Cocokara 


2 Feb 2020

Travis Lundy 

Cocokara/MatsuKiyo - Disappointing But Not Disappointing 


13 Mar 2020

Michael Causton 

Japanese Drugstores: With Maturity Comes Marriage 


23 Sep 2020

Travis Lundy 

Cocokara/MatsuKiyo - Big Gains Since Delay, Stay Long Both 


2 Feb 2021

Travis Lundy 

Cocokara/​MatsuKiyo Deal Finally Coming? 


28 Feb 2021

Travis Lundy 

MatsukiyoCocokara &amp; Co - The Merger 


1 Mar 2021

Travis Lundy 

MatsuKiyoCocokara Merger and Implied Forward Forecasts 

But it was a good deal for the combined business, and I came out bullish both before the announcement in Cocokara/​MatsuKiyo Deal Finally Coming? and afterwards in MatsukiyoCocokara &amp; Co - The Merger and the accompanying MatsuKiyoCocokara Merger and Implied Forward Forecasts.I had not seen comment of this deal, nor heard of any activism in the name, but was struck by the amount of volume which traded through terms after the announcement. Today There is NEW News of Activism in This SituationToday after the close, Singapore-based fund Hibiki Path Advisors announced that it opposed the merger ratio of this combination.  This is worth looking at, so I do.

Matsukiyo-Cocokara Situation Gets Its Activist Noise Started

<p>The <em>Slow Disintegration of What Was Accordia Golf Trust</em> is underway. </p><p>The vote is done. </p><p>The shares have traded in a narrow range since the first payment of S$0.0112/unit went ex- at the end of August (where you can see the step down from S$0.735-0.740 to S$0.725-0.730 level) and <a href="https://links.sgx.com/FileOpen/AGT_-_Notice_of_Books_Closure_Distribution_Date_-_21_August_2020.ashx?App=Announcement&amp;FileID=628741" target="_blank" rel="noopener">has been paid</a>.</p><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/161/038/original/Screenshot%202020-09-24%20at%204.06.09%20AM.png?1600891615" class="editor-image img-responsive" data-smartkarma-image-id="161038"></figure><p></p><p>What is left is JPY 65.2 billion less fees and contingencies. Or at least that is what it was.</p><p>After an announcement late last night, the JPY 65.2 billion of total consideration is now S$325,203,252 plus JPY 40.0 billion after the Manager announced that it had <a href="https://links.sgx.com/FileOpen/AGT%20-%20Hedging%20Announcement_final_23.09.20.ashx?App=Announcement&amp;FileID=632569" target="_blank" rel="noopener">effected a S$/JPY hedge</a> for JPY 25.2 billion of the consideration for delivery on 29 September. That suggests that the delivery of payment on 15 October is about 40% fixed.</p><p>The managers say they are looking out for yen weakness (the chart below shows yen strengthening in the last several days). This news of a hedge will undoubtedly cause some owners some consternation. Hedging at SGDJPY 77.49 is not a terribly good rate given the cross never traded above 77.00 yesterday. </p><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/161/037/original/Screenshot%202020-09-24%20at%203.40.52%20AM.png?1600891013" class="editor-image img-responsive" data-smartkarma-image-id="161037"></figure><div class="content-caption">source: tradingview.com, Quiddity</div><p>There are a few days left. </p><p>One needs to calculate the proceeds slightly differently because a portion of the proceeds have been hedged. One also has to take into consideration that their decision to hedge with bad execution lowers the amount of money available to sophisticated investors still holding the trade and the arb. </p><p>That's not great. </p><p>But the trade has some very interesting qualities. There are four more days to trade to get the First Tranche Distribution. </p><p>More below the fold. </p>

The Slow Disintegration of What Was Accordia Golf Trust is underway. The vote is done. The shares have traded in a narrow range since the first payment of S$0.0112/unit went ex- at the end of August (where you can see the step down from S$0.735-0.740 to S$0.725-0.730 level) and has been paid.What is left is JPY 65.2 billion less fees and contingencies. Or at least that is what it was.After an announcement late last night, the JPY 65.2 billion of total consideration is now S$325,203,252 plus JPY 40.0 billion after the Manager announced that it had effected a S$/JPY hedge for JPY 25.2 billion of the consideration for delivery on 29 September. That suggests that the delivery of payment on 15 October is about 40% fixed.The managers say they are looking out for yen weakness (the chart below shows yen strengthening in the last several days). This news of a hedge will undoubtedly cause some owners some consternation. Hedging at SGDJPY 77.49 is not a terribly good rate given the cross never traded above 77.00 yesterday. source: tradingview.com, QuiddityThere are a few days left. One needs to calculate the proceeds slightly differently because a portion of the proceeds have been hedged. One also has to take into consideration that their decision to hedge with bad execution lowers the amount of money available to sophisticated investors still holding the trade and the arb. That's not great. But the trade has some very interesting qualities. There are four more days to trade to get the First Tranche Distribution. More below the fold. 

Accordia Golf Gets Interesting - Main Payment Shortly Then Run The Residual

<p>Accordia Golf (used to be 2131 JP, now private) was once a single unit. It managed and owned 100+ golf courses across Japan and was, at the time, the largest listed golf course business in Japan. In November 2012, rival PGM launched a hostile Tender Offer to take 51% of Accordia Golf at ¥81,000/share.</p>
<p>This was seen as low, and Accordia did not want to give up to its rival, but there is only so much a target can do on its own. The opportunity of the tender offer and its aftermath allowed funds operated by noted activist Yoshiaki Murakami to build up a big stake. Eventually, they owned something like 24%. In the meantime, however, in 2013 the company split its shares 100 for 1.</p>
<p>In June of 2014, Accordia announced it would go with an "asset light" strategy, spinning off its golf courses into a business trust to be listed in Singapore, IPOing that business trust which we know as <a href="https://www.smartkarma.com/entities/accordia-golf-trust" target="_blank" data-smartkarma-citation="entities:20224:1" rel="noopener">Accordia Golf Trust (AGT SP)</a>, and then using the proceeds to launch a Tender Offer for 30% of its own shares at a premium - ¥1400/share.</p>
<p>It is not clear whether the entire defense and subsequent buyout had been arranged by Accordia, whether Murakami-san and his associates executed a strategy some might call greenmail which turned out OK for him, or whether devout and earnest activism led to a profound change of heart at Accordia's top level of management, which coincidentally led to the best possible exit/outcome for Murakami-san and his associates. The pro-ration rate on the tender was, of course, quite high because there was a significant deemed dividend withholding tax - something to which corporate holders (and the Murakami entities are, I believe <em>wholly non-coincidentally</em>, corporate entities) are effectively immune. </p>
<p>In 2016, Korea-based private equity firm MBK launched a Tender Offer to buy out the asset-light Accordia and so ended up owning the golf course operator and 28.5% of Accordia Golf Trust and 49% of the Accordia Golf Trust-Manager.</p>
<p>Over time, various parties owned significant single-digit percentages of the AGT entity in hopes that Accordia Golf would be by shortly to buy out the entity. In November 2019, Accordia Golf's owner approached <a href="https://www.smartkarma.com/entities/accordia-golf-trust" target="_blank" data-smartkarma-citation="entities:20224:1" rel="noopener">Accordia Golf Trust (AGT SP)</a> with a proposal to buy out the golf courses (which would mean leaving AGT as a cash entity, and subject to windup). This was seen as long overdue, though the price was slightly on the low side, and would mean the reunification of golf course with golf course manager. Then we waited. </p>
<p>In June 2020, AGT and its Trust Manager announced they had reached a deal with Accordia Golf and its manager to do so at a price of ¥61.8bn + ¥1.2bn owed back to unitholders. Then-largest non-affiliated unitholder Hibiki Path Advisors objected, suggesting a price of S$0.821 was more appropriate (after providing arguments in a <a href="https://www.businesswire.com/news/home/20200703005012/en/Hibiki-Path-Advisors-Proposed-Divestment-Accordia-Golf" target="_blank" rel="noopener">press release</a>. This objection was noted and repeated by several other investors (some of whom had even higher publicly-stated target prices), many of whom said they would not tender at the price proposed.</p>
<p><em>My opinion had been that, the offer might have been a trifle light, and getting the April-October dividend would have been completely reasonable so the market price was low, and low on a reward/risk assessment of likely outcomes. I did not expect a bump other than something in the S$0.022-0.25 range for and April-October distribution.</em></p>
<p>The objection culminated in a requisition to the Board of the Trustee Manager for an EGM, as discussed in <a href="https://www.smartkarma.com/insights/accordia-golf-trust-deal-gets-more-complicated" target="_blank" data-smartkarma-citation="insights:41628" rel="noopener">Accordia Golf Trust Deal Gets More Complicated</a>. Units which had been trading in the S$0.67-68 range fell to S$0.65, likely on fear that opposition would lead to impasse and a failed deal, and then trading was halted this past week pending an update.</p>
<h2 data-offset-key="athso-0-0">The NEW News</h2>
<p>The <em>new</em> news is that the Board of the manager of AGT - Accordia Golf Trust Management Pte Ltd - and the Buyer Accordia Golf have agreed on a new deal which lifts the ¥61.8bn price by ¥3.4bn which is roughly S$0.04/unit or a lift of approximately 5.5% against the assets bid price. </p>
<p>Hibiki Path Advisors with 7.6% of the units out has (as has Santa Lucia Asset Management) to withddraw the Requisition Notice for an EGM, and to vote for the Proposed Asset Disposal and all other/subsequent shareholder meetings which lead to the transaction being successful. </p>
<p>This leads to an actual payable uplift of S$0.03916 per unit (using a rate of SGDJPY 77.15) if one assumes that none of the 5% of the asset purchase price withheld would be held back in the time following the effective date of the transfer, lifting the "Expected Payout" on such terms (including the after-tax and shareholder split of the ¥1.2bn special reserve to be distributed) to be lifted from ~S$0.7182/share to ~S$0.7571/share. </p>
<p>The deal is still conditional on a vote, but now that the two most vocal opponents have been placated, this looks likely to go through. When AGT SP commences trading, units will likely start trading with a substantially lower discount-to-worst and if not, they will be even more of a buy than they were when they were halted.</p>
<p>As always there is more below the fold.</p>
<hr>
<table class="table table-striped">
<tbody>
<tr>
<td colspan="3" style="width: 723.636px;">
<h3><strong>Past Insights on Accordia Golf and Singapore M&amp;A</strong></h3>
</td>
</tr>
<tr>
<td style="width: 72.7273px;">2019</td>
<td style="width: 134.545px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 474.545px;">
<a href="https://www.smartkarma.com/insights/quiddity-singapore-m-a-guide-2019" target="_blank" data-smartkarma-citation="insights:28849" rel="noopener">Quiddity Singapore M&amp;A Guide 2019</a> </td>
</tr>
<tr>
<td style="width: 72.7273px;">29 Nov 2019</td>
<td style="width: 134.545px;">
<a href="https://www.smartkarma.com/profiles/nicolas-van-broekhoven-24a66c2d-bca4-4f5b-adda-c4e2bcc509f4" target="_blank" data-smartkarma-citation="accounts:1208" rel="noopener">Nicolas Van Broekhoven</a> </td>
<td style="width: 474.545px;">
<a href="https://www.smartkarma.com/insights/accordia-golf-trust-agt-sp-privatization-likely-at-min-0-76-sgd-unit-leaves-another-13-upside" target="_blank" data-smartkarma-citation="insights:34914" rel="noopener">Accordia Golf Trust: Privatization Likely at Min S$0.76/unit Leaves 13% Upside</a> </td>
</tr>
<tr>
<td style="width: 72.7273px;">29 Jun 2020</td>
<td style="width: 134.545px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 474.545px;">
<a href="https://www.smartkarma.com/insights/accordia-golf-trust-buyout-a-gimme-but" target="_blank" data-smartkarma-citation="insights:40778" rel="noopener">Accordia Golf Trust Buyout... A Gimme But...</a> </td>
</tr>
<tr>
<td style="width: 72.7273px;">5 Jul 2020</td>
<td style="width: 134.545px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 474.545px;">
<a href="https://www.smartkarma.com/insights/major-accordia-golf-trust-shareholder-has-issues-with-price-process" target="_blank" data-smartkarma-citation="insights:40960" rel="noopener">Major Accordia Golf Trust Shareholder Has Issues With Price &amp; Process</a> </td>
</tr>
<tr>
<td style="width: 72.7273px;">19 Jul 2020</td>
<td style="width: 134.545px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 474.545px;">
<a href="https://www.smartkarma.com/insights/accordia-golf-responds-to-hibiki-path" target="_blank" data-smartkarma-citation="insights:41326" rel="noopener">Accordia Golf Responds to Hibiki Path</a> </td>
</tr>
<tr>
<td style="width: 72.7273px;">28 Jul 2020</td>
<td style="width: 134.545px;">
<a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> </td>
<td style="width: 474.545px;">
<a href="https://www.smartkarma.com/insights/accordia-golf-trust-deal-gets-more-complicated" target="_blank" data-smartkarma-citation="insights:41628" rel="noopener">Accordia Golf Trust Deal Gets More Complicated</a> </td>
</tr>
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Accordia Golf (used to be 2131 JP, now private) was once a single unit. It managed and owned 100+ golf courses across Japan and was, at the time, the largest listed golf course business in Japan. In November 2012, rival PGM launched a hostile Tender Offer to take 51% of Accordia Golf at ¥81,000/share.
This was seen as low, and Accordia did not want to give up to its rival, but there is only so much a target can do on its own. The opportunity of the tender offer and its aftermath allowed funds operated by noted activist Yoshiaki Murakami to build up a big stake. Eventually, they owned something like 24%. In the meantime, however, in 2013 the company split its shares 100 for 1.
In June of 2014, Accordia announced it would go with an "asset light" strategy, spinning off its golf courses into a business trust to be listed in Singapore, IPOing that business trust which we know as Accordia Golf Trust (AGT SP), and then using the proceeds to launch a Tender Offer for 30% of its own shares at a premium - ¥1400/share.
It is not clear whether the entire defense and subsequent buyout had been arranged by Accordia, whether Murakami-san and his associates executed a strategy some might call greenmail which turned out OK for him, or whether devout and earnest activism led to a profound change of heart at Accordia's top level of management, which coincidentally led to the best possible exit/outcome for Murakami-san and his associates. The pro-ration rate on the tender was, of course, quite high because there was a significant deemed dividend withholding tax - something to which corporate holders (and the Murakami entities are, I believe wholly non-coincidentally, corporate entities) are effectively immune. 
In 2016, Korea-based private equity firm MBK launched a Tender Offer to buy out the asset-light Accordia and so ended up owning the golf course operator and 28.5% of Accordia Golf Trust and 49% of the Accordia Golf Trust-Manager.
Over time, various parties owned significant single-digit percentages of the AGT entity in hopes that Accordia Golf would be by shortly to buy out the entity. In November 2019, Accordia Golf's owner approached Accordia Golf Trust (AGT SP) with a proposal to buy out the golf courses (which would mean leaving AGT as a cash entity, and subject to windup). This was seen as long overdue, though the price was slightly on the low side, and would mean the reunification of golf course with golf course manager. Then we waited. 
In June 2020, AGT and its Trust Manager announced they had reached a deal with Accordia Golf and its manager to do so at a price of ¥61.8bn + ¥1.2bn owed back to unitholders. Then-largest non-affiliated unitholder Hibiki Path Advisors objected, suggesting a price of S$0.821 was more appropriate (after providing arguments in a press release. This objection was noted and repeated by several other investors (some of whom had even higher publicly-stated target prices), many of whom said they would not tender at the price proposed.
My opinion had been that, the offer might have been a trifle light, and getting the April-October dividend would have been completely reasonable so the market price was low, and low on a reward/risk assessment of likely outcomes. I did not expect a bump other than something in the S$0.022-0.25 range for and April-October distribution.
The objection culminated in a requisition to the Board of the Trustee Manager for an EGM, as discussed in Accordia Golf Trust Deal Gets More Complicated. Units which had been trading in the S$0.67-68 range fell to S$0.65, likely on fear that opposition would lead to impasse and a failed deal, and then trading was halted this past week pending an update.
The NEW News
The new news is that the Board of the manager of AGT - Accordia Golf Trust Management Pte Ltd - and the Buyer Accordia Golf have agreed on a new deal which lifts the ¥61.8bn price by ¥3.4bn which is roughly S$0.04/unit or a lift of approximately 5.5% against the assets bid price. 
Hibiki Path Advisors with 7.6% of the units out has (as has Santa Lucia Asset Management) to withddraw the Requisition Notice for an EGM, and to vote for the Proposed Asset Disposal and all other/subsequent shareholder meetings which lead to the transaction being successful. 
This leads to an actual payable uplift of S$0.03916 per unit (using a rate of SGDJPY 77.15) if one assumes that none of the 5% of the asset purchase price withheld would be held back in the time following the effective date of the transfer, lifting the "Expected Payout" on such terms (including the after-tax and shareholder split of the ¥1.2bn special reserve to be distributed) to be lifted from ~S$0.7182/share to ~S$0.7571/share. 
The deal is still conditional on a vote, but now that the two most vocal opponents have been placated, this looks likely to go through. When AGT SP commences trading, units will likely start trading with a substantially lower discount-to-worst and if not, they will be even more of a buy than they were when they were halted.
As always there is more below the fold.





Past Insights on Accordia Golf and Singapore M&amp;A



2019

Travis Lundy 

Quiddity Singapore M&amp;A Guide 2019 


29 Nov 2019

Nicolas Van Broekhoven 

Accordia Golf Trust: Privatization Likely at Min S$0.76/unit Leaves 13% Upside 


29 Jun 2020

Travis Lundy 

Accordia Golf Trust Buyout... A Gimme But... 


5 Jul 2020

Travis Lundy 

Major Accordia Golf Trust Shareholder Has Issues With Price &amp; Process 


19 Jul 2020

Travis Lundy 

Accordia Golf Responds to Hibiki Path 


28 Jul 2020

Travis Lundy 

Accordia Golf Trust Deal Gets More Complicated 











Accordia Golf Discord Dismissed, Accord Reached. With a Bump.

Singapore

Accordia Golf Trust is a business trust comprising of investments in golf course assets in Japan.

Accordia Golf Trust (AGT SP)

Fraser Hospitality Trust’s Scheme Meeting on 12 September

This is a done deal. For a 19 October payment, the annualised spread of the offer (inc. permitted DPU) S$0.714 per unit is 12.1%.

Arun George

Fraser Hospitality Trust’s Privatisation Offer from Frasers Property Limited

The offer price is attractive. At the last close and for the September end effective date, the annualised spread to the total offer price of...

Arun George

Matsukiyo-Cocokara Situation Gets Its Activist Noise Started

MatsuKiyo-Cocokara was not unlikely to get an activist as Oasis is in the register above 5%. Now it has one. But time is short, and the argument...

Travis Lundy

Accordia Golf Gets Interesting - Main Payment Shortly Then Run The Residual

The Slow Disintegration of What Was Accordia Golf Trust is

Travis Lundy

Accordia Golf Discord Dismissed, Accord Reached. With a Bump.

Accordia Golf (used to be 2131 JP, now private) was once a single unit. It managed and owned 100+ golf courses across Japan and was, at the time,...

Travis Lundy