Document 6564500

This translation of the original Japanese notice is provided solely for information purposes.
discrepancy between this translation and the Japanese original, the latter shall prevail.
Should there be any
October 16, 2014
REIT Issuer: Daiwa Office Investment Corporation (Stock Code No.: 8976)
Representative: Nobuaki Omura, Executive Director
Asset Manager: Daiwa Real Estate Asset Management Co. Ltd.
Representative: Akira Yamanouchi, President and Representative Director
Inquiries to: Yuji Shinotsuka, Vice President and Representative Director
(Tel: +81-3-6215-9649)
Notice concerning Acquisition of Asset (Daiwa Ebisu 4-chome)
We hereby announce that today Daiwa Office Investment Corporation (the “Investment Corporation”) has
determined to acquire a trust beneficial interest in real estate (the “Acquisition”) as follows.
1.
Summary of Asset to Be Acquired
Type of Assets
Trust beneficial interest in real estate
Property Name
Daiwa Ebisu 4-chome (Note 1) (the “Property”)
Location
4-9-10 Ebisu, Shibuya-ku, Tokyo
Acquisition Price
4,135.2 million yen
( excluding associated acquisition costs, consumption tax, etc.)
Date of Conclusion of purchase
agreement (the “Purchase
Agreement”)
October 16, 2014
Date of Delivery (scheduled)
December 1, 2014 (Scheduled)
Seller (the “Seller”)
Not disclosed (Note 2)
Funding for Acquisition
Cash on hand or the loans (scheduled) to be announced in due
course.
Payment Method
Lump-sum payment at the time of delivery
Intermediary
Not disclosed (Note 3)
(Note 1) The new name of the Property is presented as its name is scheduled to be changed upon Investment
Corporation’s purchasing of the Property. Seller has not agreed to disclose the current name of the Property.
(Note 2) Seller is a domestic corporation which has not agreed to disclose its name.
(Note 3) An Intermediary is a domestic corporation which has not agreed to disclose its name.
2.
Reason for Acquisition
We believe that the Property is appropriate pursuant to the basic policy for the asset management set
forth in the Articles of Incorporation of the Investment Corporation and the management policy of the
Investment Corporation. We decided to acquire the Property because we appreciate the rarity and
profitability of the Property.
(1)
Location of the Property:
The Property is located at 4 minutes on foot from JR Ebisu Station serving Yamanote, Saikyo and
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
1
Shonan-Shinjuku lines, and 6 minutes from Tokyo Metro Ebisu Station serving Hibiya Subway Line.
The two stations conveniently connect to Shibuya and Shinjuku through JR lines and Roppongi,
Kasumigaseki and Hibiya through the subway. The Ebisu area has been recognized as relatively a
new office zone with potential since the opening of Ebisu Garden Place in 1994. The demand and
supply condition for the area is stable as the area with the proximity to Shibuya is popular to
international firms and software developers under the limited supply of the office buildings.
(2)
Building Facilities:
The Property has 9 stories above ground and 1 below; the total floor area of 3,964.00 ㎡, about 110
tsubo with 2,600mm of ceiling height for standard floors (excluding 8th and 9th floors of 3,000mm)
each with 100mm OA floor. Despite its age of 17 years since completion, the Property does not only
look sophisticated with Glass Curtain Wall exterior but also constructed with quake-absorbing
structure. As there is limited supply of younger office buildings in the area, we believe that the
Property should maintain relative competitiveness in Ebisu.
In terms of Investment Corporation’s portfolio performance, the Property with its functionality and
favorable nearby location to the key train stations in the characteristic Ebisu area should contribute
to the return.
3.
Details of the Property to be Acquired
Property Name
Daiwa Ebisu 4-chome
Type of Specified Assets
Trust beneficial interest in real estate
Trustee (scheduled)
Mizuho Trust and Banking Co., Ltd.
Trust Period
From December 1, 2014 to November 30, 2024
Location (Lot Number)
4-72-3 Ebisu, Shibuya-ku, Tokyo and other 2 lots
Use (Real Property Registry)
Office, Parking Space
Ownership Form
(i) Land: Ownership
650.05 ㎡
Site Area (Real Property Registry)
(ii) Building: Ownership
Total Floor Area
(Real Property Registry)
3,964.00 ㎡
Structure
(Real Property Registry)
Steel frame and steel framed reinforced concrete structure, flat
roof ,9 stories above ground and 1 below
Construction Date
(Real Property Registry)
December 3, 1997
Building Engineer
Kume Sekkei Co., Ltd.
Constructor
Kajima Corporation
Structural-design Engineer
Kume Sekkei Co., Ltd.
Floor Height/Ceiling Height
3,800 mm (for standard floor) / 2,600 mm (for standard floor)
Air-conditioning System/OA Laying
Each floor individual treatment air-conditioning
OA-capable floor
Building Inspection Agency
Tokyo Metropolitan Government
Engineering Due Diligence
Company
TOKIO MARINE & NICHIDO RISK CONSULTING Co., Ltd.
Soil Contamination Risk Survey
Earth-Appraisal Co., Ltd.
Company
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
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Probable Maximum Loss Level
(Assessor)
2.44% (Sompo Japan Nipponkoa Risk Management Inc.)
Acquisition Price
4,135.2 million yen
(excluding acquisition costs and consumption tax, etc.)
Appraisal Value
(Appraisal Date)
4,330million yen
(as of September 30, 2014)
Appraiser
DAIWA REAL ESTATE APPRAISAL CO.,LTD.
Collateral
None
Summary of Tenants
Total Number of Tenants
1 (As of scheduled delivery date)
Rent Revenue
Not disclosed (Note 1)
Security Deposit and
Guaranty
Not disclosed (Note 1)
Total Leased Floor Space
Total Leasable Floor Space
Trend in occupancy rates
the last 5 years
(Note2)
Expected NOI (NOI Yield)
Other Relevant Information
2,743.93 ㎡ (estimated as of the scheduled delivery date)
(Note 2)
2,743.93 ㎡ (Note 2)
March 31, 2012
-
March 31, 2013
-
March 31, 2014
-
Scheduled delivery date
100.0%
173 million yen (4.2%) (Note 3)
(1) After the completion of the building, northern part of the land of
the Property was transferred to Tokyo Metropolitan Government
for the city planning road. This caused the Property to become
so to say noncompliant as it is in terms of the capacity volume
ratio.
(2) The road on the south of the Property is legislated by Building
Standard Act article 42 clause 2. Site area of about 21.73 ㎡ has
been spared for the road from the Property.
(3) Regular inspection of the building facilities pursuant to article 12
clause 1 of Building Standard Act revealed certain things to be
remedied. They are to be taken care of by delivery date by the
Seller on its account.
(4) Regular inspection of the private electrical facilities revealed
certain things to be remedied. They are to be taken care of by
delivery date by the Seller on its account.
(5) Establishing the border between the northern road has yet to be
completed. Conclusion of establishing the border will be taken
care of by delivery date by the Seller on its account.
(6) The investment Corporation will enter with the Seller into a
periodical leasing agreement for the Property starting on the
same day as the date of Execution of the Purchase Agreement
(December 1, 2014)and ending on March 31, 2015.
(Note1) The figures are not presented as no agreement has been obtained for the disclosure by the related parties.
(Note2) The figures are based on the periodical leasing agreement for the Property with the Seller for the total leased
floor space, total leasable floor space and trend in occupancy rates of the end tenants. Trend in occupancy
rates of the end tenants is only available for the scheduled delivery date as the leasing had not taken place
during previous periods.
(Note4) The figure is forecasted for the period after the maturity of the periodical leasing agreement with the Seller. It is
calculated with the assumption of the occupancy rate being 96% based on the expected terms of leasing
agreements in consideration of the taxes and other costs that may incur. There is no leasing agreement
outstanding as of today.
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
3
4.
Details of the Seller
Seller is a domestic corporation which has not agreed to disclose its name. The Seller does not fall
under the Related Party of the Investment Corporation/Asset Manager. Also, the affiliated parties and
the affiliated companies of the Seller do not fall under the Related Persons of the Investment
Corporation/Asset Manager.
5.
Status of Owners etc. of Properties
The acquisition of the trust beneficial interest is not an acquisition from any persons having a special
interest in the Investment Corporation or the Asset Manager.
6.
Status of Intermediary
(1) Summary of Intermediary
A domestic corporation is the intermediary for the transaction of the Property. Since no permission,
however, has been granted by it as to the disclosure of its name, etc., there presents no detail on it.
There is no relationship required to be disclosed between the Investment Corporation/Asset Manager
and the Intermediary in terms of capital, personnel and business. The Intermediary does not fall under
the Related Party of the Investment Corporation/Asset Manager. Also, the Intermediary does not fall
under the Interested Persons of the Investment Corporation/Asset Manager or under the Related
Persons of the sponsor.
(2) Fees for the Intermediary
With no intermediary’s permission to disclosure of the fees and other details of the transaction, there
is no presentation on the fees.
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
4
7.
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Acquisition Schedule
Date of Determination of the Acquisition
October 16, 2014
Date of Execution of Purchase Agreement
October 16, 2014
Scheduled Payment Date
December 1, 2014
Scheduled Delivery Date
December 1, 2014
Impact on the Investment Corporation’s Financial Standing if Forward Commitment is
Not Executed
The sale and purchase agreement with the Seller (the “Purchase Agreement”) falls under the Investment
Corporation’s forward commitment* legislated by The Financial Services Agency’s “Guidelines for
Financial Instruments Business Supervision”. (The final update: April 2014)
For the purchase of the Property, the delivery date in the Purchase Agreement is scheduled to be on
December 1, 2014.
If there is a violation to any of the provisions of the Purchase Agreement by either the Investment
Corporation or the Seller, the other party can cancel the Purchase Agreement and demand for a penalty
charge equivalent to 10% of the purchasing price of the Property.
As for the provision of the Purchase Agreement in relation to the funding for buyer’s purchasing of the
Property, buyer’s obligation is to arise on condition that either the funding is completed or the certainty for
the completion of funding is established.
* Forward commitment is defined as “a sale and purchase agreement binding forward and future
transactions, with respect to which the settlement and delivery take place one or more months after the
signing of the date of agreement; or other similar agreements.”
9.
Future Prospects
As to the impact of the Acquisition on the Investment Corporation’s result and the distribution for the
fiscal period ending May 2015 (19th fiscal period), it is not so significant that there is no amendment to
the previously released forecast.
- End -
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
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【Reference Material 1】 Summary of Appraisal Report
Appraiser
DAIWA REAL ESTATE APPRAISAL CO.,LTD.
Appraisal Date
September 30, 2014
Appraised Value
4,330 million yen
Items
(million yen) (Note 1)
Income Approach Value
4,330
Direct Capitalization Value
4,460
(1) Operating Revenue (a-b)
243
a. Potential Annual Rent Revenue
254
b. Amount of Loss due to Vacancy
10
(2) Operating Expenses (c+d+e+f)
55
c. Maintenance and Operation Cost
(including cost of management, utility and PM fee)
35
d. Taxes and Public Charges
17
e. Non-life Insurance Premium
0
f. Other Expenses
2
(3) Net Operating Revenue
187
(4) Profit from deposits/guarantees, etc.
3
(5) Capital Expenditures
4
(6) Net Revenue ( (3)+(4)-(5))
187
Capitalization Rate
4.2%
Discounted Cash Flow Value
4,270
Discount Rate
3.9%
Terminal Capitalization Rate
4.3%
Integrated Value by Using Cost Method
3,140
Ratio of Land
80.4%
Ratio of Building
19.6%
(Note 1) The above revenue and expenses are based on the appraisal report and are not the figures
forecasted by the Investment Corporation or the Asset Manager.
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
6
【Reference Material 2】
Photograph / Map
< External View >
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
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< Map >
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
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【Reference Material 3】
Region
Portfolio Overview after Acquisition of the Property
Date of (Scheduled)
Acquisition
Name of Property
Daiwa Ginza
Daiwa Ginza Annex
Daiwa Shibaura
Daiwa Minami-Aoyama
Oct 21, 2005
Oct 21, 2005
Oct 21, 2005
Oct 21, 2005
Oct 21, 2005/
Mar 30, 2012
Oct 21, 2005
Oct 21, 2005
Oct 21, 2005
Oct 21, 2005
Oct 21, 2005
Jan 27, 2006
Jan 27, 2006
Mar 24, 2006
Mar 24, 2006
May 1, 2006
May 1, 2006
Jul 31, 2006
Jul 31, 2006
Jul 31, 2006
Oct 6, 2006/
Mar 29/ May 29, 2013
Dec 1, 2006
Jul 13/ Nov 26, 2007
Jul 13, 2007
Aug 31, 2007
Mar 10, 2010
Aug 13, 2010
Sep 2, 2010
Mar 25, 2011
Mar 29, 2011
Jul 8, 2011
May 11, 2012
Dec 3, 2012/
Apr 12, 2013
Jul 3, 2013
August 9, 2013
September 27, 2013
July 4,2014
Daiwa Sarugakucho
Five Central
Wards of
Tokyo
(Note 1)
Daiwa A Hamamatsucho
Daiwa Jingumae
Daiwa Shibadaimon
Daiwa Misakicho
Daiwa Shimbashi 510
Daiwa Tsukijiekimae
Daiwa Tsukiji
Daiwa Tsukiji 616
Daiwa Tsukishima
Daiwa Nihombashi Horidomecho
Daiwa Azabudai
Daiwa Nihombashi Honcho
Daiwa Ginza 1-chome
Daiwa Kyobashi
Daiwa Kojimachi 4 Chome
Daiwa Onarimon
Shinjuku Maynds Tower
SHIBUYA EDGE
Daiwa Kodenmacho
Daiwa Jimbocho
Daiwa Nishi-Shimbashi
Daiwa Kudan
Daiwa Kayabacho Building
Daiwa Jimbocho 3 Chome
E SPACE TOWER
Daiwa Nihonbashi Hongokucho
shinyon curumu
Daiwa Shibuya Dougenzaka
Akasaka Business Place
Daiwa Shibuya Miyamasuzaka
Azabu Green Terrace
December 1,2014
(scheduled)
Total Number of Properties located in Five Central Wards of Tokyo: 37
Daiwa Kinshicho
Oct 21, 2005
Greater
Tokyo
Daiwa Higashi-Ikebukuro
Oct 21, 2005
Daiwa Ebisu 4-chome
Acquisition
Price
(million yen)
Investment
Ratio
(Note 4)
14,100
3,050
8,265
4,550
3.6%
0.8%
2.1%
1.2%
3,190
0.8%
2,865
2,800
2,578
2,346
2,080
1,560
1,240
2,440
7,840
2,520
1,600
7,420
4,620
3,460
0.7%
0.7%
0.7%
0.6%
0.5%
0.4%
0.3%
0.6%
2.0%
0.6%
0.4%
1.9%
1.2%
0.9%
2,910
0.7%
13,860
133,800
5,900
2,460
4,150
5,000
4,000
5,600
3,550
24,000
1,721
3.5%
34.2%
1.5%
0.6%
1.1%
1.3%
1.0%
1.4%
0.9%
6.1%
0.4%
9,650
2.5%
4,500
9,200
7,000
1.1%
2.3%
1.8%
14,000
3.6%
4,135.2
1.1%
333,960
3,653
2,958
85.3%
0.9%
0.8%
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
9
(Note 2)
Benex S-3
Daiwa Shinagawa North
Daiwa Osaki 3 Chome
Daiwa Kamiooka
Integral Tower
Total Number of Properties located in Greater Tokyo: 7
Daiwa Minami-Senba
Regional
Major Cities Daiwa Meieki
(Note 3)
May 1, 2006
Jul 13, 2007
Sep 18, 2012
Mar 1, 2013
May 29, 2014
4,950
7,710
1,650
2,000
15,220
38,141
4,810
5,300
1.3%
2.0%
0.4%
0.5%
3.9%
9.7%
1.2%
1.4%
9,481.5
2.4%
19,591.5
391,692.7
5.0%
100.0%
Aug 31, 2007
Feb 1, 2013
August 1, 2014
(scheduled)
Kitahama Grand Building
Total Number of Properties located in Major Regional Cities: 3
Total Number of Properties: 46
(Note 1)
“Five Central Wards of Tokyo” mean Chiyoda-ku, Chuo-ku, Minato-ku, Shinjuku-ku and Shibuya-ku.
(Note 2)
“Greater Tokyo” means Tokyo excluding the Five Central Wards of Tokyo, Kanagawa, Chiba and
Saitama Prefectures.
(Note 3)
“Regional Major Cities” means Osaka area (i.e., Osaka, Kyoto and Hyogo Prefectures), Nagoya
area (Aichi, Mie and Gifu Prefectures), ordinance-designated cities and core cities under Local
Autonomy Act.
(Note 4)
Figures in the “Investment Ratio” columns represent the percentage of the (scheduled) acquisition
price of each property to the aggregate amount of the (scheduled) acquisition price, and are
rounded to the nearest first decimal place. Please note that adding up of the investment ratio of
the properties may not exactly match the investment ratio for each investment regions or for the
overall portfolio.
*
Website URL of the Investment Corporation:
http://www.daiwa-office.co.jp/en/
Note: This press release has been prepared as a public announcement regarding the Investment Corporation’s
acquisition of asset and not prepared with the aim of soliciting investments.
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