Accordia Golf Co., Ltd. entered into TK Interest Transfer Agreement to acquire All golf courses of Accordia Golf Trust (SGX:ADQU) for ¥61.8 billion on June 29, 2020. Pursuant to the terms of the transaction, Accordia will acquire all membership interests in, and assume the debts of Accordia Golf Asset Godo Kaisha, the holding company which holds the Golf Courses, at the time of the completion of the Proposed Acquisition, and Accordia Golf will pay the purchase consideration to AGT on the date falling 10 business days from the date of notification by Accordia Golf to the Trustee-Manager (Accordia Golf Trust Management Pte. Ltd.) or by the Trustee-Manager to Accordia Golf of the satisfaction or waiver of the last of the conditions. As on August 7, 2020, the terms were revised and Accordia Golf Co., Ltd will now pay ¥65.2 billion for the acquisition. Following completion, the Trustee-Manager is of the view that it will not be meaningful for AGT to maintain its existence and listing on the SGX-ST, as AGT will cease to have any operating business and its assets will consist wholly or substantially of cash and AGT will be deemed to be a cash trust for the purpose of Rule 1018 of the listing manual and subject to the relevant rules in the listing manual which regulate cash companies. Accordingly, the Trustee-Manager intends to undertake a voluntary winding up of AGT. Accordia Golf shall pay the Trustee-Manager a sum of ¥309 million, being approximately 0.5% of the Purchase Consideration, as a break fee. As a result of the revision of the consideration price, the break fee was also increased to ¥326 million. The transaction is subject to approval from unit holders of AGT (“Unitholders”) at an extraordinary general meeting of AGT to be convened by September 14, 2020, approval from Japan Fair Trade Commission and Accordia Golf obtaining financing for part of the funds necessary in order to pay the purchase consideration and to repay existing borrowings owing by the TK Operator under the loan agreement (as amended) dated July 24, 2018 between the TK Operator, Aozora Bank, Ltd. and ORIX Corporation. As of September 14, 2020 unit holders of Accordia Golf Trust approved the transaction. Transaction is approved by Japan Fair Trade Commission. Independent Committee has been formed comprising the independent Directors Khoo Kee Cheok, Chong Teck Sin and Hitoshi Kumagai, to assess and review the Non-Binding Proposal and any proposed terms of the non-binding proposal. The Trustee-Manager intends to distribute the net proceeds from the Proposed Divestment to the Unitholders as soon as practicable. This amounts to per unit receipt of ¥56.23 (SGD 0.732). After the terms were revised, the proceeds distribution per unit amounts to ¥59.32 (SGD 0.772) The transaction is expected to close in the third quarter of 2020. As of August 21, 2020, the transaction is expected to complete on September 30, 2020. As of September 14, 2020 the transaction is expected to complete on September 29, 2020. Colliers International Consultancy & Valuation (Singapore) Pte Ltd and Duff & Phelps, LLC acted as valuers of the golf courses, for the Independent committee. CIMB Bank Berhad, Singapore Branch, Ernst & Young Corporate Finance Pte Ltd. and Daiwa Capital Markets Singapore Limited acted as financial advisors to Accordia Golf Trust. Wong Tan & Molly Lim LLC acted as legal advisor to Independent Committee. Allen & Gledhill acted as legal advisor to Accordia Golf Trust. Citigroup Global Markets Japan Inc. and Citigroup Global Markets Singapore Pte. Ltd. acted as financial advisors to Accordia Golf Co., Ltd. Ng Wai King and partner Audrey Chng of WongPartnership acted as legal advisor to Accordia Golf Co., Ltd. in the transaction.