Statutes

User Guide

Internal regulations

Financing

FAQ's

1) As we able to group together to buy our shares in order to obtain the multiple share discount rates, why can’t we have individual contracts at the discounted rate?

The offer was set up for individuals purchasing additional packages of shares for investment, and it is these individual investors who will be buying the ownership shares from TWE. The subsequent sale and transfer of these shares to other investors is not an issue that concerns TWE and we cannot interfere. However, the vendor has to inform the club of the sale to update the shareholders’ register and allow activating the new club member ship. (This opportunity was valid until the 7th of November. However, residents who did not receive adequate notification may apply before the end of November for retrospective consideration of a “late” application)

2) TWE´s future budgets show no discount for ‘pay & play’. ¿Will the Club lose money?

As a club rather than commercial venture LAGACC´S target is not to maximise money but to create an exclusive course for the use and enjoyment of the members and guests. Green fees will continue being marketed as long as necessary to guarantee the maintenance and renewal of the course. Being a prestigious golf club requires a limit the number of players to avoid overcrowding and to guarantee members ability to play at the best times. Equally the new prices anticipated are in line with other mixed private and pay and play courses’ current prices and it is responsibility of the Golf Management to adapt them to achieve its objectives.

Any loss of rounds due to the removal of pay and play discounts should also be compensated by members’ guests income (up to 24 each per annum with a 30% discount) and by the new rounds for tenants enjoying a 50% discount.

3) TWE's budget shows a 25% increase in costs in 2009. None of us believe that revenue will increase by the same percentage.

The budget model is based on Irea’s (LAGACC’s advisors) expertise and on the 9 years TWE has been managing the business at the golf course. It is not anticipated that the golf course will run at a loss. While TWE retains its control, adequate commercial steps will be taken to avoid the business making a loss. During the transition from commercial operation to members’ club, if LAGACC receives less income while its membership lists build up, TWE as majority shareholder will make every effort to take the appropriate measures to increase income to the club. TWE does not anticipate leaving the club definitely for at least two years by which time golf shares will have already been taken up and there will be enough members to at least reach a breakeven; Even during that time, the members themselves will decide whether they wish to sell external green fees or keep the golf club for the exclusive use of the members.

4) TWE refuses to publish their budget and will not allow anyone to photocopy it. I know of no other flotation or share issue where financial information is not
made readily available and published to prospective investors.

LAGACC is a limited company created in August 2006 and has presented its opening balance sheet within the sales literature, duly audited in accordance with the laws currently in force. The company will provide its members with annual accounts as required by current laws. It is also intended to audit the accounts every year.

Potential Shareholders may check the company accounts in the data room. Access to the last audited balance sheet is provided if required. In any case, this information is public and available at the Official Companies Register. The sales literature does state that the club’s financial targets are to breakeven but as with any commercial enterprise this cannot be guaranteed.

5) ¿Does TWE have the right to buy back your share at ‘auditors’ valuation should you wish to sell your share onto a third-party?

TWE does NOT have any right to buy back the shares. However, LAGACC DOES have first refusal on any re-sale at the REAL value (not the accounting value) as established in the statutes. This clause protects the new club’s company’s interests -not TWE-, ensuring that Shareholder members do not have to accept an unwanted shareholder as any new member will have to be admitted by an acceptance committee formed by the members.

6) ¿Does TWE have pre-emption and rights over our shares?

TWE does NOT have pre-emption rights. LAGACC DOES under the new structure we are establishing.

7) TWE appoints the directors of the club for a six-year period. ¿Does TWE wish to retain absolute control over the club?

The club, ie LAGACC has been set up as a company and it is its Shareholders’ Meeting that determines the composition of its board members. The minority shareholders have rights that are guaranteed by Law. The Shareholder’s Board can change, increase or reduce the number of Company Directors. In the first instance, TWE intends that members’ interests are represented by the LAGACC’s management.

8) ¿Does TWE have interest in the golf course, or only in selling as many shares as possible for as much as possible and to cover all eventualities they want to
retain absolute power?

TWE is selling LAGACC because operating leisure facilities is not the primary purpose of our business. The Golf Course will continue being managed by the same team that has run it to date. Ultimately the Management Team is appointed by the majority of shareholders. TWE is a company belonging to TW plc, a company with responsibility to promote its shareholders’ best interests whilst respecting the rights of other stakeholders. The share prices have been set after exhaustive market research. According to this research the launching price of 20.000 € per share is very competitive and amongst the lowest in the area. TWE has offered a series of discounts on the launching price in order to make the purchase more attractive and beneficial to residents, golf members and non residents.

9) ¿What about the building and situation of the new 9 holes course? ¿Will they finish it?

TWE has provided LAGACC with the necessary funds to fulfil the construction of the extension at Los Aguilares, conditional upon:
a) Following the current design if final planning permits;
b) Provision of nine par three holes if otherwise

Trajectory, a company belonging to Severiano Ballesteros, who designed Los Arqueros Golf, has prepared the design of the new nine hole course.

10) Does TWE intend to sell all their shares?

In the first instance, TWE intends to retain the 51 per cent of the club ownership to ensure an orderly transition to the new structure and transfer of existing club management and facilities. However, we will eventually be seeking to withdraw completely from the club and will be discussing how this be effected in the best interests of all parties with the new shareholders. Again pre-emption rights for the club and its members to buy out our shares is one possibility that we will want to explore.

11) If you become a Shareholder and pay the maintenance fee before the end of the current year but you have already paid the subscriber/resident card how do
you get your money back?

You will receive a bank transfer for the remaining amount of the subscriber/resident card

12) Where do I pay the first maintenance fee?

To the Golf Secretary

Mrs. Lidia Martin
Los Arqueros
Casa Club s/n
Crta. De Ronda Km. 44,5
29679 Benahavis

Telephone: 00 34 952 784 712

13) When a Shareholder buys more than one share and he/she wants to designate another individual as a beneficiary of the use of the facilities does he/she
have to pay any additional cost?

Only the full maintenance fee has to be paid. The designation of a beneficiary must last a minimum period of one year.

14) If I wish to rent my property at Los Arqueros, ¿are there any benefits for my tenant?

You can transfer your rights from your Golf Share to your tenants in Los Arqueros in two ways:
. For a minimum period of one year your tenant can benefit from all the rights of your share, subject to payment of the full annual fee.
. Short term lets; in which case your tenant benefits from a 50% discount on commercial green fees (providing your annual full membership has been activated). They would not have access to the members´ lounge area however as this will be for the exclusive use of the share holders. Tenants would have to pay any fees required to use the rest of the facilities.

While the tenants use the course, the member will not be able to do so nor use the facilities (excepting the members lounge). There is no maximum number of leases, provided each is for a minimum period of one week and a maximum of two.

15) How many guests can play with a member?

All members may entertain a total of 24 guests per year with a discount of 30% on the commercial green fees.

16) If you pay for restricted membership, are you still able to take a guest out with 30% reduction?

Yes - The same discount applies to full or restricted membership.

17) Can you please advice on the course fees for playing golf during the low season and during twilight hours?

The course fee is now established as a standard 70€ for 18 holes and 44€ for 9 holes. Twilight hours fee have been cancelled.

18) What will be the course fee for playing the new nine holes course Los Aguilares?

When these new 9 holes are finished, they will be added to the existing 18 available holes. Detailed pricing will be reviewed by the club in due course which may decide on a structure to cover options to play the first or last 18 or nine of the total 27 holes.

19) Spouse of the main member not being a member him/herself

If the spouse of the main member decides not to pay the maintenance fee he/she will not become a member of the club and will be treated as an external user, which means he/she will have to pay to use the facilities of the club. He/she may as well accompany the member as a guest (30% discount on Green Fees) as long as the maximum number of 24 guests in a year is not exceeded. There is no limit on the number of guests at any one time.

20) Guests

A maximum of 24 guests per member a year has been established. The shareholders may modify the number of guests permitted in the future. Guests must be accompanied by their host to benefit from a 30% discount off the commercial green fee and to use the members lounge.

21) Maintenance fees and Green fees:

22) Mixed Maintenance fees:

It is possible to pay two different maintenance fees within the same family. Those who play a lot can pay full maintenance fee with unlimited access to the golf course, while others can choose to pay a reduced maintenance fee and pay for access to the golf course.

23) Restaurant Discount:

All Membership categories of the club entitles the holder to a 10% discount off the Restaurant and the Members Lounge.

24) Why is TWE withdrawing the user’s resident’s cards that we understood to be part of our package when we originally purchased property at
Los Arqueros? Won't the club lose revenues that it will need to keep future costs and fees down to a competitive level?

As ownership of the club transfers to its members, the issue of fees and discounts it offers to its members, other residents and guest rightly becomes a matter for the club not TWE to decide. While the discount card scheme has been an attractive option in the past offered to residents it has never held any contractual status into perpetuity.

It is possible that the club may re-launch a similar scheme if its members believe that this is in their best interests both in regard to their enjoyment of the facilities and the economic well being of their investment.

These rules form part of the current internal regulations and may be changed by the shareholders in the future.

Golf Shares: +34 952 920 292
info@losarquerosgolf.com