Hibiki, minority unitholders call for Accordia Golf Trust EGM
Uma Devi
Singapore
HIBIKI Path Advisors has joined hands with more than 50 other minority unitholders to request that Accordia Golf Trust Management (AGTM), the trustee manager of Accordia Golf Trust (AGT), convene an extraordinary general meeting (EGM) on Aug 18.
This is Hibiki's latest move to block the sale of the trust's 88 golf courses in Japan to sponsor Accordia Golf.
Hibiki, AGT's largest minority unitholder with a 7.6 per cent stake, had voiced its concerns about the offered price of 61.8 billion Japanese yen (S$804.1 million) - an implied consideration of S$0.732 per unit. It had argued that the price was too low as the assets generate "significantly attractive cashflow" for the trust.
In an announcement on Monday, Hibiki said that unitholders with collective ownership of more than 12 per cent have called for the EGM. They collectively believe the EGM is critical for all unitholders to "make a well-informed judgment" on the proposed divestment.
One of the items on the agenda for the EGM is the exclusion of Daiwa Securities Group, which is one of AGT's joint financial advisers, from voting in the EGM, on account that the group is a unitholder and "vested interest party" to the proposed transaction.
Daiwa Real Estate Asset Management (Dream), a wholly-owned subsidiary of Daiwa Group, owns a 51 per cent stake in AGTM.
It therefore stands to gain a fee on any divestment by AGT. Dream also has an asset management agreement with the company that owns all of AGT's golf course assets.
Following queries last year from the Singapore Exchange about a potential conflict of interest, AGTM had said that its audit and risk committee was of the view that any such conflict has been "reasonably resolved and managed" as Daiwa Group's interests are aligned with other minority unitholders in ensuring the terms in the divestment of the golf courses are favourable to the trust.
The minority unitholders are also calling for AGTM to return funds to them quickly.
They are asking that AGTM distribute special reserve dividends of 1.2 billion Japanese yen, which had been set aside earlier this year, by Aug 28. AGT had said in June that it was seeking consent from lenders to distribute this sum.
The minority unitholders also want the distributable income for Q2 to be paid out in a "timely" manner, and independent of the proposed divestment.
Transparency appears to be another critical goal for unitholders in the proposed EGM.
They are asking AGTM to release the trust's quarterly financial statements and its audited report for Q2 by Aug 14 and Sept 7, respectively.
In addition, they are requesting that all minutes of the Independent Committee's meeting, as well as the fee tables of Dream and Accordia, be disclosed to unitholders.
While Hibiki has openly declared its intention to vote against the proposed divestment if the price is not revised higher, it says it has been receiving "overwhelming support", with more than 80 unitholders, or 18 per cent of the trust's total outstanding units, expressing their intentions to vote against the divestment.
Units in AGT closed unchanged at S$0.675 on Monday.
