Industrial & Infrastructure Fund Investment Corporation (Tokyo Stock Exchange Company Code: 3249) News Release – January 16, 2013
IIF to Acquire Six Properties in Japan
Industrial & Infrastructure Fund Investment Corporation (“IIF”) announced today that it has decided to acquire the following five domestic real estate and trust beneficiary interests in real estate and to submit a bid to acquire one domestic real estate property pursuant to procedures established by the seller (collectively, the “Anticipated Acquisitions”) as outlined below.
1. Summary of Anticipated Acquisitions Property number L-17 L-18 L-19 (Note 1) Property name IIF Kobe Logistics Center IIF Higashi-Osaka Logistics Center IIF Kashiwa Logistics Center (Location) (Note 2) (Kobe-shi, Hyogo) (Higashi-Osaka-shi, Osaka) (Kashiwa-shi, Chiba)
Trust beneficiary interests Type of asset in real estate Real Estate Real Estate
Acquisition price 5,193 million yen 2,280 million yen 1,810 million yen
Appraisal value 5,900 million yen 2,630 million yen 2,290 million yen
NOI yield (Note 3) 6.7% 7.1% 7.5%
NOI yield after (Note 3) 5.4% 6.6% 6.6% depreciation
Completion date (Note 4) January 16, 2013 January 16, 2013 January 16, 2013 of contract
Acquisition date February 7, 2013 April 12, 2013 February 4, 2013
Toshiba Logistics Corporation (Note 5) Kobe City (land) (unit ownership of building) (Note 6) Seller NISSIN CORPORATION (building) NREG Toshiba Building Co., Ltd. SPC (land and unit ownership of building)
Property number F-6 I-5 I-6 (Note 1) Property name IIF Kawasaki Science Center IIF Osaka Toyonaka Data Center IIF Osaka Nanko IT Solution Center (Location) (to be developed) (Note 2) (Note 7) (Toyonaka-shi, Osaka) (Osaka-shi, Osaka) (Kawasaki-shi, Kanagawa) Trust beneficiary interests Trust beneficiary interests Type of asset Real Estate in real estate in real estate
(Note 8) Acquisition price 2,040 million yen 5,600 million yen 1,150 million yen
(Note 9) Appraisal value 2,500 million yen 6,030 million yen 2,030 million yen
(Note 3) 7.6% (after completion of the NOI yield building ) (Note 8) 7.5% 8.6%
NOI yield after 5.6% (after completion of the (Note 3) (Note 8) 6.7% 6.9% depreciation building)
Completion date (Note 10) (Note 4) February 7, 2013 January 16, 2013 January 16, 2013 of contract
(Note 10) Acquisition date February 7, 2013 February 7, 2013 February 7, 2013
Urban Renaissance Agency (“UR”) (Note 6) Seller (land) SPC Nomura Research Institute, Ltd.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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Portfolio before and after Anticipated Acquisitions
Property Acquired As of the end of June in 11th Period and After Anticipated
2012 (10th fiscal period) Anticipated Acquisitions Acquisitions (Note 11)
Number of properties 22 + 7 = 29
Total acquisition price 145,514 million yen + 19,843 million yen = 165,357 million yen (Note 7)
Average NOI yield 5.9% 7.3% 6.1% (Note 3, 7)
Average NOI yield after 4.9% 6.2% 5.0% depreciation (Note 3, 7)
(Total appraisal value) - - +4,326 million yen - (Total acquisition price) (Note 3) Ratio of Top 3 tenants 42.6% - 35.5% (Note 12)
(Note 1) "Property number" classifies existing properties and properties to be acquiring through Anticipated Acquisitions (“Anticipated Properties”) into three categories, L (logistics facilities), F (manufacturing and research and development facilities), and I (infrastructure facilities). (Note 2) IIF will assign property names to respective properties after the Anticipated Acquisitions. (Note 3) For “NOI yield”, “NOI yield after depreciation”, “Average NOI yield”, “Average NOI yield after depreciation” and “(Total appraisal value) - (Total acquisition price)”, please refer to “Reference: Definitions of individual calculation formulas” herein below. (Note 4) Among the Anticipated Acquisitions, purchase and sale agreements of real estate or trust beneficiary interest in real estate have been signed for IIF Kobe Logistics Center, IIF Higashi-Osaka Logistics Center, IIF Kashiwa Logistics Center, IIF Osaka Toyonaka Data Center and IIF Osaka Nanko IT Solution Center. As for IIF Kawasaki Science Center (to be developed), on January 16, 2013, IIF made a determination to submit a bid to purchase the vacant land for IIF Kawasaki Science Center (to be developed) pursuant to procedures established by the seller, Urban Renaissance Agency (“UR”) and executed an agreement with Johnson & Johnson K.K. Medical Company (“J&J”) pursuant to which, if IIF is selected to purchase the vacant land for the IIF Kawasaki Science Center (to be developed) in accordance with the bid process established by Urban Renaissance Agency, (i) IIF will enter into a temporary land lease with J&J, and (ii) J&J will enter into an agreement with a construction company for construction of the facility (“Construction Agreement”, with planned completion date of April, 2014. IIF has agreed to assume the Construction Agreement from J&J upon completion of the building. (Note 5) IIF will acquire the beneficially right of the land and the building from NISSIN CORPORATION after NISSIN CORPORATION acquires the land from Kobe city. (Note 6) Not disclosed per seller’s request. (Note 7) IIF made a determination to submit a bid to acquire the vacant land for IIF Kawasaki Science Center (to be developed) pursuant to procedures established by the seller, UR on either January 21 or 22, 2013. As the seller is scheduled to decide a buyer on January 23, 2013, there can be no assurance that we will ultimately be selected as the purchaser. (Note 8) As the facility for IIF Kawasaki Science Center (to be developed) has not been developed, the anticipated acquisition price, NOI yield and NOI yield after depreciation are estimated amounts calculated based on the survey report prepared by the real estate appraiser under the assumption that the facility will be completed as scheduled and the fixed-term lease agreement will be entered into with J&J and the estimated construction and other related costs, of the facility that is described in the agreement with J&J on January 16, 2013 will be incurred. There can be no assurance that the actual construction cost for the facility nor appraisal report after the completion of the facility will be equal to the estimated construction cost used to calculate the anticipated acquisition price for the facility and the survey report respectively. As a result, the actual acquisition price of IIF Kawasaki Science Center (to be developed), as well as the actual total acquisition price for the Anticipated Acquisitions, may be materially different from the anticipated acquisition price for the property and the Anticipated Acquisitions. The NOI yield calculated by the land lease until the completion of the facility after IIF being selected as a purchase of the land is different from the one calculated after the completion of the facility. (Note 9) As the facility for IIF Kawasaki Science Center (to be developed) has not yet been developed, the survey report is based on the assumption that the facility is completed pursuant to the primary design document and that the building lease has commenced under the fixed-term building lease agreement and occupied based on Japanese Real Estate Appraisal Standards. In addition, IIF has separately obtained an appraisal report regarding the land from Japan Real Estate Institute. (Note 10) Refers to the scheduled date of land purchase and sale agreement by and between UR as well as the delivery date of the land if IIF is selected as the purchaser of the land. The construction of such building is yet to be commenced as of January 16, 2013. Concurrent with the completion of the building as scheduled in April 2014, IIF will assume the status of the contractor under the building construction agreement which J&J shall enter into by and between a construction company. (Note 11) Including IIF Kawaguchi Logistics Center which IIF acquired on December 25, 2012 (Note 12) Represents the top three tenant of respective timing on an annual rent basis
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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2. Rationale for Acquisition IIF has decided to acquire the Anticipated Properties based on the judgment that the characteristics of the properties are aligned with IIF’s investment strategies (acquisition of quality assets which can contribute to the increase of distribution per unit). We expect the average NOI yield of our portfolio will improve to 6.1% after the Anticipate Acquisitions. The forecast distributions per unit for the 12th fiscal period (ending June 2013) is JPY 15,567, and in the 13th fiscal period (ending December 2013) which will include the profit from the Anticipated Properties on a full-term basis, is JPY 16,029, whereas the distributions per unit in the 11th fiscal period (ended in December 2012) is expected to be JPY 14,263. With regard to the forecast for the 12th and 13th fiscal periods, please see the press release titled “Notice Concerning Forecasts of Operating Results and Distributions for the June 2013 (12th) and December 2013 (13th) Fiscal Periods”. In our decision to acquire the six properties, we evaluated the properties mainly in terms of profitability, long-term usability and versatility. Please refer to the section “3. Summary of Anticipated Acquisitions”.
Historical Trend in Asset Size and Average NOI Yield
As of December As of December As of June After Anticipated 2011 Offering 2012 Offering The Offering (Note 1) 31, 2010 31, 2011 30, 2012 Acquisition
Number of Properties 11 + 5 = 16 + 6 = 22 + 7 = 29 ¥ 108,240 ¥ 37,274 ¥ 145,514 ¥ 19,843 ¥ 165,357 Total Acquisition Price ¥ 96,900 + ¥ 11,340 = + = + = million million million million million ••ContinuousContinuous CRECRE strategystrategy million million
Asset ••LeveragingLeveraging ourour uniqueunique Average NOI Yield ⇒ 5.0% 6.9% ⇒ 5.3% 7.1% ⇒ 5.9% 7.3% 6.1% networknetwork (before depreciation) ••ProfitableProfitable enhancementenhancement Average NOI Yield % % ⇒ 4.2% 6.2% ⇒ 4.9% 6.2% ⇒ 5.0% ••AppraisalAppraisal gaingain accretionaccretion (after depreciation) 3.8 6.2 • Stability enhancement • Stability enhancement (Total appraisal value) – - million - ¥ 4,486 million - ¥ 4,326 million - (Total acquisition value) ¥ 990 Portion Represented by 74.1% 61.7% 42.6% 35.5% Top Three Tenants (Note 1) Includes IIF Kawaguchi Logistic Center acquired on December 25, 2012 (Note 2) Please refer to “([Reference] Definitions of individual calculation formulas” for the calculation method of above figures, NOI yield of portfolio, and appraisal gain.
Except the appended descriptions, the details in each article of table “3. Summary of Anticipated Acquisitions” in the following pages are as follows: * “Location” is the building location as noted in the registry book * Descriptions of “Land area”, “Construction completion”, “Building area”, “Structure/ stories” and “Type of building” are based on the registry books. * Descriptions of “Zoning” are the types of use districts provided in Section 1-1, Article 8 of the City Planning Act. * Descriptions of “PML” are from the joint analysis report of earthquake risks by the Engineering & Risk Services Corporation and OYO RMS Corporation.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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3. Summary of Anticipated Acquisitions 【IIF Kobe Logistics Center】 (1) Summary of Property Property name IIF Kobe Logistics Center (Note 1) 2-10, Maya-futo, Nada-ku, Location Land area 40,486.00 m2 (Note 2) Kobe-shi, Hyogo January 23, 2001 Construction date Building area 39,567.74 m2 Extension: September 15, 2004 Main building: 2-stories; steel-framed with galvanized alloy steel sheet roofing Main building: Warehouse Structure/stories Attached building: 1-story; ferroconcrete Type of building Attached building: Guard building with zinc-coated steel plate Gate, Toilet (guard gate, toilet) Designated floor area (Note 3) Zoning Semi-Industrial area ratio / building-to-land 200% / 70% ratio Earthquake PML 5.3% Type of possession Ownership Acquisition price 5,193 million yen Collateral note None Appraisal value 5,900 million yen (as of December 14, Number of tenant 1 (Appraisal date) 2012) Appraisal firm CBRE K.K. Name of tenant NISSIN CORPORATION Date of examination November 15, 2012 Report prepared by Nippon Kanzai Co., Ltd. Engineering report Repair and renewal cost for the Repair cost: 3,023,000 yen forthcoming 12 years (annualized average) Renewal cost: 15,552,000 yen ・ IIF requested that KK Field Partners conduct a soil and environmental survey prior to purchasing this property. According to such survey, we have confirmed that the possibility of the soil contamination is low. ・ The seller has agreed, by and between the City of Kobe, the current owner of the land portion of the property, to obtain written approval from the City of Kobe if the seller transfers ownership, establishes superficies or other usufruct, establishes collaterals such as pledge or mortgages, establishes leasehold or establishes other rights of use within the 10-year period from the date of the purchase and sale agreement dated January 16, 2013, and the trustee shall assume such agreement. Provided, however, that IIF’s purchase of the property shall not require such Others consent. ・ The seller has agreed, by and between the City of Kobe, the current owner of the land portion of the property, that if the seller breaches obligations under the purchase and sales agreement such as limitation of usage, within the 10-year period from the date of the purchase and sale agreement dated January 16, 2013, the City of Kobe shall exercise the right to buy back the subject land, and the trustee shall assume such agreement. ・ The building certification procedure as required by the Building Standard Act for the tenant owned sign board has not been conducted. IIF has agreed with the seller that the seller shall, at its sole responsibility and expense to conduct construction, cure this defect before IIF’s acquisition of the property. (Note 1) As of the date of this announcement, the land portion of this property is owned by the City of Kobe and Nissin Corporation, the seller, holds a leasehold interest on the land for the purpose of owning the building portion of this property. The seller has agreed with IIF that the seller shall acquire the land from the City of Kobe and jointly entrust the land as well as the building, and the seller shall transfer such trust beneficiary interest to IIF. The leasehold interest on the land as mentioned above shall cease to exist upon the seller’s purchase of such land. (Note 2) This property is located within the harbor district. (Note 3) The original building to land ratio of this property is 60%, but has been expanded to 70% as a result of the application for an easement of the corner plot.
(2) Reasons for the Acquisition A. Acquisition Highlights - Combination of proposals of IIF’s unique PRE (Public Real Estate) strategy for Kobe City’s need to achieve fiscal soundness through disposal of land and the CRE strategy for Nissin’s need for B/S downsizing and continuous use of assets (acquiring the land and the building simultaneously based on one-on-one negotiation) - Stable cash flow underpinned by the ease agreement (for a period of 11 years and 7 months) - Improvement of portfolio profitability with 6.7% NOI yield which is a higher yield to existing portfolio NOI (5.9%)
B. Continuity - A logistics facility opened in 2001 (expanded in 2004) as the hub for western Japan logistics operations for Nissin Corporation, a major global logistics company. Leased by a major toy store chain, it serves as a key shipping hub equipped with highly advanced material handling devices - A high level of continuity backed by a 11 year and 7 month general lease
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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C. Versatility
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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(3) Photos and Map of the Property
Source: Pasco Corporation Source: Pasco Corporation
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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【IIF Higashi-Osaka Logistics Center】 (1) Summary of Property Property name IIF Higashi-Osaka Logistics Center
6-701-2, Wakae-higashi-machi, 2 (Note 1) Location Land area 10,228.36 m Higashi Osaka-shi, Osaka
Construction date November 25, 1991 Building area 20,247.86 m2
5-stories; steel-framed with galvanized Structure/stories Type of building Warehouse, Office steel sheet flat roofing Designated floor area Zoning Semi-Industrial area ratio / building-to-land 200% / 60% ratio Earthquake PML 8.7% Type of possession Ownership Acquisition price 2,280 million yen Collateral note None Appraisal value 2,630 million yen (as of December 14, Number of tenant 2 (appraisal date) 2012) Settsu Warehouse Appraisal firm Japan Real Estate Institute Name of tenant Sega Logistics Service Date of examination October 29, 2012 Report prepared by ERI Solution Co., Ltd., Engineering report Repair and renewal cost for the Repair cost: 6,392,000 yen forthcoming 12 years (annualized average) Renewal cost: 11,210,000 yen ・ IIF has requested K.K. Field Partners to conduct soil and environmental survey prior to purchasing this property. ・ According to such survey, contamination by fluorine (by elution) has been detected. However, the amount contained in the groundwater is said to be below the groundwater standard. The survey states that the possibility of the health risk due to direct ingestion of soil contamination is low, since (1) the fluorine was detected in the soil results of the anamnestic survey, (2) no contamination was detected in the groundwater and (3) no pathway of ingestion has been detected via groundwater Others and that partial test showed that the contained amount is below the standard. ・ It is further stated that the possibility of the emission of the contamination is low since there is currently no groundwater contamination at the site exceeding the standard level of fluorine elution, the possibility of emission via groundwater is low, and as for the possibility of the emission through infiltration from shallow soil to depth soil, considering that the surface is covered with asphalt which prevents infiltration of the rain, thus the emission from rain is low. ・ IIF took into consideration expenses related to such soil contamination on deciding the acquisition price. (Note 1) Part of the land of this property is within the river conservation zone.
(2) Reasons for the Acquisition A. Acquisition Highlights - Acquisition through a joint proposal with NREG Toshiba Building, a CRE strategy arm of Toshiba group owning the land and a portion of the building, toward Toshiba Logistics, the owner of the building, utilizing IIF’s reliability and name recognition as a pioneer in the sector - Versatile facility located in an area for concentration of logistics facilities backed by high transportation convenience. - Stable cash flow backed by long fixed-term lease agreement (7 years) - Improvement of portfolio profitability with 7.1% NOI yield, a higher yield to existing portfolio NOI(5.9%)
B. Continuity - Settsu Warehouse, a large logistics company in the Kansai area, uses this versatile and accessible facility as a shipping hub in the Osaka area for a large food company and as a warehouse for Sega Logistics Service (Sega Group) - High continuity backed by a 7 years fixed-term lease for the warehouse space - The office space is used by Sega Logistic Service as its only one sales office in Kansai Area functioning as an integral part of its logistics platform
C. Versatility
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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centers in the area - Low level of vacancy rates in the Osaka area. Less concern on supply/demand balance with regards to inland area, as development plans are concentrated towards bay areas
(3) Photos and Map of the Property
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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【IIF Kashiwa Logistics Center】 (1) Summary of Property Property name IIF Kashiwa Logistics Center Location 1027-1, Wasinoya, Kashiwa-shi, Chiba Land area 13,553.47 m2 Warehouse: November 30, 1990 Construction date Building area 17,379.78 m2 Office: December 10, 2008 Main building: 5-stories; 3stories steel-framed with galvanized steel sheet roofing(warehouse), 2-stories light gauge Main building: steel-framed with galvanized steel sheet Warehouse, Office Structure/stories Type of building roofing(office) Attached building: 2-stories; Attached building: Office, light gauge steel-framed with galvanized Toilet steel sheet roofing(office), light gauge steel-framed with galvanized steel sheet flat roofing (toilet)) Designated floor area Zoning Restricted Restricted Industrial area ratio / building-to-land 200% / 60% ratio Earthquake PML 4.4% Type of possession Ownership Acquisition price 1,810 million yen Collateral note None Appraisal value(Appraisal Number of tenant date) 2,290 million yen (as of December 14, 2012) 1 Appraisal firm Japan Real Estate Institute Name of tenant Nippon Express Date of examination October 23, 2012 Report prepared by Nippon Kanzai Co., Ltd. Engineering report Repair and renewal cost for the forthcoming Repair cost: 3,002,000 yen 12 years (annualized average) Renewal cost: 14,478,000 yen ・ IIF has requested that KK Field Partners conduct a soil and environmental survey prior to purchasing this property. According to such survey, we have confirmed that the possibility of the Others soil contamination is small. Regarding the contamination from the adjacent land to the south of the property, direct ingestion of harmful substances is quite unlikely, and given that there is no potable groundwater the chances of health effect by groundwater ingestion is low.
(2) Reasons for the Acquisition A. Acquisition Highlights - Acquisition by one-on-one negotiations with the seller by capturing its disposal needs, leveraging IIF’s reliability and name recognition as a pioneer of this sector - Versatile logistics facilities located in an inland area of the Tokyo metropolitan area, capable of handling cargo of multiple tenants. - Stable cash flow backed by long fixed-term lease agreement (5 years) - Improvement of portfolio profitability with 7.5% NOI yield, a higher yield to existing portfolio NOI (5.9%)
B. Continuity - One of the largest logistics facilities in Kashiwa area for Nippon Express, a leading global logistics firm - Used by Nippon Express as its Shonan Distribution Center, one of its key distribution centers, since completion of the facility in 1990 - Recent investment by Nippon Express for extension of office space which will help to improve efficiency of tenant management. - High continuity backed by the 5-year fixed-term lease agreement newly started on December 1, 2012
C. Versatility
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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(3) Photos and Map of the Property
Route 16
IIF Kashiwa L.C Shonan Industrial Park
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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【IIF Kawasaki Science Center (to be developed)】 (1) Summary of Property Property name IIF Kawasaki Science Center (to be developed) 2-2, land re-adjustment area 2 Location 3 chome, Tono-machi, Kawasaki-ku, Land area 2,941.80 m2 (Note 4) Kawasaki-shi, Kanagawa Construction date - Building area - Structure/stories - Type of building - Designated floor area Zoning 200% / 60% Semi-industrial area ratio / building-to-land ratio (Note 1) Earthquake PML - Type of possession Usage (Note 5) (Note 3) Acquisition price 2,040 million yen (Note 2) Collateral note None Appraisal value 2,500 million yen (as of December 14, Number of tenant 1 (appraisal date) 2012) Johnson & Johnson K.K. Appraisal firm Japan Real Estate Institute Name of tenant Medical Company Date of examination - Report prepared by - Engineering report (Note 1) Repair and renewal cost for the - forthcoming 12 years (annualized average) - ・ IIF has requested that K.K. Field Partners conduct a soil and environmental survey prior to purchasing this property. According to such survey, determination of soil contamination was properly made under administrative supervision as examination and countermeasures were conducted and taken in accordance with the ordinance of the City of Kawasaki, and the City of Kawasaki has received the result of such examination. The subject land has remains of fluorine and its chemical compound and is designated as an area requiring notification upon detection of changes in land character (Keishitsu henkoji youtodokede kuiki)(generally controlled area - Ippan kanri kuiki), but it is expected that such presence stem from natural causes. Notification to the relevant authority in accordance with the Soil Contamination Countermeasures Act is required when changing the characteristic of the land of or carrying soil out of the area for this particular area. It is also suggested that since the subject area contains soil which does not meet the standard because of the elution amount of fluorine, status of the land is such that a guidance may be issued to conduct a monitoring of water quality. Details should be confirmed with the administrative authority. Also, because currently there are no residents in the area and the land has already been designated as an area requiring notification upon detection of changes in land character, and in light of the fact that there are no existing potable wells in the surroundings, there is no ingestion pathway via groundwater and the possibility of health hazard is currently low. Moreover, because the countermeasures in accordance with the city ordinance have been taken and the soil that exceeds the contamination standard has been removed, the possibility of heath hazards attributable to directly ingesting contaminated soil is low. ・ IIF took into consideration expense related to such soil contamination when deciding the acquisition price. ・ The subject land is located within the Tonomachi 3-chome Land Readjustment Project (“Project”) carried out by the Urban Renaissance Agency (“UR”) and is designated as land for Others provisional replotting. The Project is scheduled to be completed by September 2013, and replotting is scheduled to be conducted within such period. The boundary of this property will be definitively determined at the timing of the replotting. ・ IIF made a determination to submit a bid to acquire the land pursuant to procedures established by the current owner, UR, and will submit such bid on either January 21 or 22. However, there can be no assurance that IIF will ultimately be selected as the purchaser. ・ If IIF is selected as the purchaser, IIF will be scheduled to enter into a purchase and sales agreement with UR as of February 2013. The purchase and sale agreement (“PSA”) between the current owner and the purchaser which is prescribed in the process letter of the auction contains the following provisions: (1) The purchaser shall pay, concurrent to entering into PSA, all the purchase prices to the current owner. The current owner shall, immediately after receiving such purchase price, hand over the subject land to the purchaser. The purchaser, upon being handed over the land, may use and make profit out of the land, provided, however, the ownership of the land will be transferred upon the authorities’ approval to complete the Project. (2) The purchaser, within the 7-year period after the completion of the hand over of the land, shall obtain the current owner’s written approval when, in whole or in part transfer the ownership, or establish, change or transfer mortgages, pledges, rights of retention, liens, chattel mortgages or any other collaterals, or to establish superficies, emphyteusus, easements, rights of common, rights to access, or leaseholds and other rights of use or other usufruct, establish collaterals such as pledge or mortgages, establish leasehold or establish other rights of usage. (3) If the purchaser does not complete the construction within the 5-year period after the completion of the hand over of the land or breaches terms and conditions as prescribed in the PSA within the 7-year period after the completion of the hand over of the land, or the current owner terminates the
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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PSA, the purchaser shall pay the current owner 20% of the purchase price as a penalty fee.
・ The agreement made by and between IIF and J&J contains the following provisions. (1) IIF and J&J mutually acknowledge the following regarding the construction of the building scheduled to be built on this land (“Planned Building”) and lease agreement and other arrangements with respect to the Planned Building: a If IIF wins the bid to purchase the land, IIF shall enter into the PSA and acquire the land; b If IIF is handed over the land as pursuant to the PSA, IIF shall lease the land to J&J for a temporary usage purpose; c J&J shall enter into a construction agreement (“Construction Agreement”) with a construction company designated by J&J and shall cause such company to construct the Planned Building on the land. The Construction Agreement should state that the remaining payment of the construction fee subtracting the advances on construction and other expenses expected to occur at the time of the delivery of the Planned Building; and d J&J shall, after the completion of the construction of, and before delivery of the Planned Building, in exchange of IIF’s payment to J&J of the advances on construction and others, transfer to IIF J&J’s status as the contractee of the Construction Agreement. Thereafter, IIF shall pay the construction company the remaining payment of the construction fee and receive the Planned Building. At the timing of the delivery date, IIF shall lease the Planned Building to J&J. (2) IIF and J&J, during the period of the agreement made by and between the two parties, may terminate the agreement if (1) IIF is not selected as the purchaser of the land, (2) IIF and J&J could not reach an agreement regarding the extension date of the construction, (3) the specifications of the Planned Building deviates from what have been specified in the agreement or (4) any other event occurs as provided in the agreement. Provided, however, as for (2) and (3) above, J&J shall not have the right to terminate. The non- terminating party shall pay the terminating party the cost that terminating party bore until the payment of the penalty fee (including, but not limited to the purchase price of the land, construction fee of the Construction Agreement). Provided, however, that if IIF terminates the agreement, J&J shall, in lieu of penalty payment, purchase the land at the date IIF designates at a price which is the total amount of cost and expenses IIF incurred to acquire the land until the date J&J purchases the land (including, but not limited to the purchase price of the land and other costs in connection with such acquisition). Provided, that UR’s approval is required for such land purchase. It is stated that IIF and J&J shall mutually corporate and use effort to obtain the current owner’s consent upon such land purchase. (Note 1) Engineering report is not obtained since the building is yet to be constructed. Scheduled to obtain such report upon the completion of the building (Note 2) As the facility for IIF Kawasaki Science Center (to be developed) has not yet been developed, the anticipated acquisition price is an estimated amount calculated by adding the estimated construction cost of the facility that is described in the agreement with Johnson & Johnson and the bid price we have made a determination to submit to acquire the vacant land. There can be no assurance that the actual construction cost for the facility will be equal to the estimated construction cost used to calculate the anticipated acquisition price for the property. As a result, the actual acquisition price of IIF Kawasaki Science Center (to be developed) may be materially different from the anticipated acquisition price (Note 3) As the facility for IIF Kawasaki Science Center (to be developed) has not yet been developed, the survey report is based on the assumption that the property is completed pursuant to the primary design document and that the building lease has commenced under the fixed-term building lease agreement and occupied based on Japanese Real Estate Appraisal Standards. In addition, IIF has separately obtained an appraisal report regarding the land from Japan Real Estate Institute (Note 4) Based on the plan as of December 2012, which may be updated after consultation with relevant authorities. This area may be assigned as a special area of a high-grade bank (Note 5) The title of property rights will be transferred from the current owner to IIF on the date of approval from the authorities (scheduled in September 2013)
(2) Reasons for the Acquisition A. Acquisition Highlights - Acquisition of an asset with good long-term usability, through proposal towards J&J to meet J&J’s needs for developing a science centers (research and training facilities) off-balance sheet. A newly devised scheme to achieve risk-minimized development. - Stable cash flow supported by a land lease (1 year and 2 months) and a fixed-term building lease (15 years) - Improvement of portfolio profitability with 7.6% NOI yield (after completion)(Note 1), a higher yield to existing portfolio NOI (5.9%) (Note 1) NOI yield as calculated pursuant to the land lease assumes that IIF is selected as the purchaser of the land; NOI yield until the completion of the building shall be different from the NOI yield after the construction of the building
B. Continuity - A new science center by J&J, the Japanese arm of the world’s largest total healthcare company J&J to be completed in 2014 - A science center is a comprehensive facility which offers education program on sophisticated medicine and medical equipment on various themes including not only post-marketing safety measures for medicine and medical equipment, but also development evaluation. Currently J&J operates MIT Research Center (Fukushima), MIT Tokyo (planned to be merged into Kawasaki Science Center) and MIT Osaka - Significantly important facility for J&J, which expects to promote exchanges between Japanese and overseas medical professionals based on a good location with a proximity to the central Tokyo, in which many excellent medical facilities with competent professionals are located, as well as to the Haneda Airport - Will incorporate the most advanced medical equipment including a training facility of endoscope surgery and a simulator for cardiovascular treatment, as well as a TV conference system and a large-scale conference room with a capacity for more than 200 people - 16.2 year lease agreement on the premise of some conditions including an acquisition of land, etc.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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C. Versatility
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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(3) Photos and Map of the Property
Illustrative Rendering
Solution Proposal Towards CRE Needs Development Scheme’s Overview
Tenant
Under Construction Building
②Subsequent Off-balance sheet ③Fixed-term ①Temporally Fixed-term ② ① Susequent Lease Building Lease development needs Land Lease Building Lease Temporally Fixed-term Land Lease Building Lease Seller
Land (Land) CRE Solution UR Proposal Rent from Rent Selected Land lease as Land Building Purchase Acquisition Completion
Overview of the KING SKYFRONT, Tonomachi International Strategic Zone
Life Science, Medical development function Environment Research Institute for Health, Keikyu Kuko Line Tokyo R&D Institute Welfare, Medical Haneda Airport related, Research institute and land use Monorail Operation, with accessibility of Haneda Airport R&D function airport Activity, Hybrid function mainly interaction Syutoko interaction function such as commerce, hotel, function conventional function Monorail Haneda Airport Airport related, Airport related function, logistics Int’l Terminal industrial support (distributive processing), industrial Collaborative Research station function support function Center for Business, Academia, Government and Citizens Ajinomoto IIF Kawasaki SC
Keikyu Daishi Line National Institute Central Institute, of Health Sciences Regeneration Medicine and New Drug ANA Development Yodobashi Camera Catoring Assembly Center Center
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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【IIF Osaka Toyonaka Data Center】 (1) Summary of Property Property name IIF Osaka Toyonaka Data Center 1-1-38, Shin-senri-nishi-machi 2 Location Land area 4,769.70 m Toyonaka-shi, Osaka Construction date September 19, 1991 Building area 20,027.14 m2 10-stories; steel-framed reinforced Structure/stories concrete building with deck roof and two Type of building Office basement Designated floor area Zoning Commercial area ratio / building-to-land 600% / up to 100% (Note 1) ratio Earthquake PML 3.7% Type of possession Ownership Acquisition price 5,600 million yen Collateral note None Appraisal value(Appraisal 6,030 million yen (as of December 14, Number of tenant 1 date) 2012) Nomura Building Appraisal firm Japan Real Estate Institute Name of tenant Management Co., Ltd. Date of examination November 14, 2012 Report prepared by ERI Solution Co., Ltd., Engineering report Repair and renewal cost for the Repair cost: 5,132,000 yen forthcoming 12 years (annualized average) Renewal cost: 35,155,000 yen ・ IIF has requested that K.K. Field Partners conduct a soil and environmental survey prior to Others purchasing this property. According to such survey, we have confirmed that the possibility of the soil contamination is low. (Note 1) The original building-to-land ratio of this property is 80%, but due to the fact that it is fireproof building within the fire control area, it has up to 100%.
(2) Reasons for the Acquisition A. Acquisition Highlights - Privately negotiated deal to capture the seller’s needs to sell the property leveraging our reliability and name recognition as a pioneer in this sector - Long-term usability for a major IT solution company (“end-tenant IT company”) which occupies a majority of the leased space uses the facility as its most important facility, being its one and only LGWAN (Note 1) access point in Osaka - Nomura Building Management is invited as a master lessee and its expertise in data center operation will help to improve efficiency of tenant management - Improvement of portfolio profitability with 7.5% NOI yield, a higher yield to existing portfolio NOI (5.9%)
(Note 1) LGWAN: Local Government Wide Area Network. It is a highly secured dedicated network for governments aimed at more effective use of information through mutual connection of intranet, smooth communication and information sharing among local governments. A business network of a local government must be connected via LGWAN.
B. Continuity - Features one of the top five largest floor areas among data centers operated by the end tenant IT company in Japan - The end tenant IT company has continued to use the facility since its completion, spending capex to enhance the redundancy of the data center (add emergency power generation equipment, increase capacity of oil tanks etc.) - Efficiently operated through mutual networking with the end tenant’s other data centers and systems of its client companies - High occupancy maintained due to its superior location built on solid ground to meet increasing back-up needs for disaster preparedness - With its high specifications and stability as an intelligent building, it is likely to capture leasing demand among system developers and IT service providers
C. Versatility
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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(3) Photos and Map of the Property <
Lease Term: Master Lease Agreement (fixed-term) 10 yrs Property Management Agreement Nomura Building Management
Individual Lease Agreement
Major IT solution company (for data center) Major pharmaceutical company, IT development company, etc. (for office)
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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【IIF Osaka Nanko IT Solution Center】 (1) Summary of Property Property name IIF Osaka Nanko IT Solution Center 1-21, Nanko-kita, Suminoe-ku, Location Land area 13,200.07 m2 Osaka-shi, Osaka Main building: March 26, 1990 Construction date Building area 18,429.14 m2 Attached building: March 31, 1990 Main building: 6-stories; steel-framed reinforced concrete building with deck Main building: Office Structure/stories roof and one basement Type of building Attached building: One-story; Attached building: Guard gate ferroconcrete building with deck roof Designated floor area Semi-Industrial area, Restricted Zoning ratio / building-to-land 400% (Note 1) / 70% (Note 2) Industrial area ratio Earthquake PML 5.2% Type of possession Ownership Acquisition price 1,150 million yen Collateral note None Appraisal value 2,030 million yen (as of December 14, Number of tenant 1 (Appraisal date) 2012) Appraisal firm Japan Real Estate Institute Name of tenant Nomura Research Institute Date of examination November 14, 2012 Report prepared by Tokyo Bldg-Tech Center Co., Ltd Engineering report Repair and renewal cost for the Repair cost: 0 yen forthcoming 12 years (annualized average) Renewal cost: 0 yen ・ IIF has requested that K.K. Field Partners conduct a soil and environmental survey prior to purchasing this property. According to such survey, we have confirmed that the possibility of the soil contamination is small. While the possibility of soil contamination from heavy metals contained in the land-fill material stemming from natural causes may exist, given the current Others usage of the land and that it is mostly covered with pavement and building foundation, the possibility of health hazard by directly injecting hazardous substance within the land-fill material is low. Also, considering the region, groundwater is not used for drinking, thus the health hazard by groundwater ingestion is considered to be low. (Note 1) The original building-to-land ratio of this property is 281.62%; however, it is expanded to 400% pursuant to the “Sakishima Cosmosquare Area Project”. (Note 2) The original building to land ratio of this property is 60%; however, it is expanded to 70% as a result of the application of the easing treatment of the corner plot.
(2) Reasons of Acquisition A. Acquisition Highlights - Privately negotiated deal to execute NRI’s CRE strategy which mainly involves off-balance sheet treatment need leveraging our reliability and name recognition as a pioneer in this sector - Stable cash flow supported by a 10 year fixed-term lease - Improvement of portfolio profitability with 8.6% NOI yield, a higher yield to existing portfolio NOI (5.9%)
B. Continuity - Core facility of NRI, a leading system integrator in Japan with top-class profitability in the industry - Among five facilities NRI has in Japan, it is the key facility in the Kansai area and also has complementary functions to facilities in the Kanto area - NRI has continued to spend capex for the maintenance of the facility since completion of the facility - Good long-term usability supported by a new 10 year fixed-term lease (with no cancellation and rent revision clause) to start on February 7, 2013
C. Versatility
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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Located in an area with a high concentration of data centers and research institutions - The area is known for its good business continuity and post-disaster recovery features and is home to IBM Japan and NTT Docomo as well as many telecom centers, data centers and R&D facilities - The area has been designated as a special zone for growth strategy by Osaka city and an effort is underway to attract companies to the area by a joint team of Osaka Prefecture ,Osaka city and Kansai Economic Federation. Location with superior disaster preparedness for earthquakes and tsunami - No liquefaction after the Hansin Earthquake and construction work for earthquake and tsunami preparedness for the access routes is either already completed or scheduled at the time of relocation of the Osaka Prefectural Government Sakishima Building to the area
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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(3) Photos and Map of the Property
Structure Measures to Subsidence Hybrid structure of SRC and Steel - Covering a tip of piles with asphalt to st for 1 floor and Steel structure for 2- reduce negative friction 6 floors, which improve stiffness of - Pile foundation is designed, a property and prevent deformation anticipated to have subsidence Electric Substation Layer UPS st 1 Tenman Measures to Liquefaction Equipment Leyer External Walls 63m deep from ground nd Steel concrete, which has high stiffness 2 Tenman Prestressed concrete panels are for liquefaction, was used (piles of outer used for external walls which are perimeter 7m on top of piles) equipped with a vibration sensor to prevent intrusion and destruction Bearing Resistance Seismic Capacity (Premolded concrete pile 800Φ 225 piles) Well designed to be able to continue to use a To have enough bearing resistance, Ds2 (Tenman Two-dimensional In-house Power property during a large earthquake (with 1.25x of layer), which is over 63m deep and with less seismic isolation Generation required external force resistance) subsidence risk, is used as bearing ground
Category Item Tier 1 Tier 2 Tier 3 Tier 4 Security Level of security Server room only Server room only Building and Site, building, server management server room room and rack
Electricity equipment Circuit for power Single circuit Single circuit Multiple circuits Multiple circuits receiving 3D Emergency None Number of Number of circuits Number of circuits Air-conditioning Fire power generator circuits as as needed as needed plus one holographic room Control needed or more body scanner Equipment
UPS equipment Number of Number of Number of circuits Number of circuits circuits as circuits as as needed plus as needed plus 2 or The facility has excellent needed needed one or more more specifications with the highest Air conditioning Air conditioning Number of air Number of air Number of air Number of air overall rating of Tier 4 in JDCC’s system conditioners as conditioners as conditioners as conditioners as needed needed needed plus one needed plus two or (Japan Data Center Council) more Data Center Facility Standards. They are modeled after “Uptime Telecommunication Incoming Single conduit, Multiple conduits, Multiple conduits, Multiple conduits, conduit, telecom single telecom single telecom multiple telecom multiple telecom Tier”, a globally well-known tier carrier carrier carrier carriers carriers certification produced by the US Network route in Single route Multiple routes Multiple routes Multiple routes based company, Uptime Institute the building and modified for the rating of Equipment operation Manned None None 8 hour/day 24 hour x 365 days Japan’s data centers by the non- operation manned operation manned operation or longer profit organization.
Source: Mitsubishi Research Institute, Inc.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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4. Description of Leases Relating to Anticipated Acquisitions Annual rent Total leased (excluding area Revision of rent or Period of Type of Property name Lessee consumption tax) (percentage of termination during the lease contract contract total leasable period Deposit (Note 2) area) ・ No early termination in general. Provided, if the tenant submits early termination by the end of July 2020, tenant may terminate as of the end of January 2021. ・ If the tenant does not express its intent regarding the renewal and etc, or expresses its 11 years and intent to renew, then 5 General 2 7 months years of renewal. IIF Kobe Logistics NISSIN (Note 1) 39,567.74m lease - (until ・ No rent revision in Center CORPORATION (100%) contract of September general. Provided, building 30, 2024) should the terms and conditions change in the sublease within the period from the end of January 2033 to the maturity of the agreement, upon mutual consultation, parties may change conditions of the agreement corresponding to such period. ・ No rent revision within 3-year after the commencement of the lease. Thereafter, for every 2 years, upon 2 7 years Fixed-term Settsu (Note 1) 19,598.81m mutual consultation, - (until March lease contract Warehouse (95.8%) parties may revise rents 31, 2018) of building reflecting fluctuation in IIF Higashi-Osaka price, change in taxes Logistics Center and other material changes in the economic situation. ・ At the timing of the rent 2 years General 2 renewal, parties may SEGA Logistics (Note 1) 80.67m (until March lease - revise the rent and CME Service (0.4%) 31, 2013) contract of (Note 4) upon mutual building consultation. ・ No rent revision before the term maturity of the lease. If any of the following event occurs, upon mutual consultation, parties may revise rent with the current rent being the floor: 1) the current rent level 5 years becomes inappropriate 2 Fixed-term IIF Kashiwa (Note 1) 17,373.53m (until in the light of the change Nippon Express - lease contract Logistics Center (100%) November in taxes and other of building 30, 2017) change in economic situation, 2) the current level becomes inappropriate in the light of the rise in the rent of surrounding properties, or 3) upon tenant’s request, there was renovation or conversion of the leased property.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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Development Land lease: period: Lease Development 1 year and 2 contract for period: 2 months temporary 2,941.80m Johnson and (until April 1, use IIF Kawasaki (100%) Johnson K.K. (Note 1) 2014) After ・ No rent revisions and Science Center - After Medical Building completion of early termination. (to be developed) completion of Company lease: the building: the building: 2 15 years Fixed-term 4,714.00m (Note 3) (until March lease contract (100%) 31, 2029) of building (Note 5) ・ No early termination. Provided, after 5 years after the commencement of the lease, parties may have mutual consultation whether to continue the lease or not. ・ The rent the tenant shall 10 years pay the landlord is the IIF Osaka Nomura 2 Fixed-term (Note 1) 20,027.14m (until rent and others which Toyonaka Data Building - lease contract (100%) February 6, the sub-lessee shall pay Center Management of building 2023) the tenant (rent, CME, parking fee, warehouse rent, facility fee, key money, renewal fee and late payment charges as well as corresponding consumption taxes and local taxes (pass-through)).
10 years Nomura 2 Fixed-term IIF Osaka Nanko IT 18,429.14m (until ・ No rent revisions and Research -(Note 1) lease contract Solution Center (100%) February 28, early termination. Institute of building 2023)
(Note 1) IIF has not obtained the necessary permission from the lessee to disclose this information. (Note 2) Percentages have been rounded-down to the nearest second decimal place. (Note 3) Within the development period the area of land is described and after the completion the total floor area is described. (Note 4) Assumes the lease agreement will be renewed with the same term and duration (Note 5) Currently IIF Kawasaki Science Center (to be developed) is a vacant land. IIF has entered into an agreement regarding temporary land lease and subsequent fixed-term building lease with J&J as of January 16, 2013 and has agreed with J&J that should IIF be selected as the purchaser of the land, J&J shall enter into the Construction Agreement with construction company and cause building construction to start by April 1, 2013, and IIF shall be transferred the status of the contractee of the Construction Agreement concurrent with the scheduled completion of the building by May 2014. Thereafter, IIF is scheduled to acquire the ownership of the building, and the building will be scheduled to be leased to J&J. During the development phase, IIF and J&J are scheduled to enter into a temporary land lease and after the completion of the building, fixed-term building lease agreement.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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5. Profile of Seller (1) IIF Kobe Logistics Center (1) Name NISSIN CORPORATION (2) Location 6-84 Onoe-cho, Naka-ku, Yokohama City, Kanagawa Name and Job Title of Hiroshi Tsutsui - Chairman of the Board and Chief Executive Officer (3) Representatives Masahiro Tsutsui - President and Chief Executive Officer 1, Logistics business (4) Business 2. Travel service business 3. Real estate business (5) Capital 6,097 million yen (as of the end of March, 2012) (6) Date Established December 1938 (7) Relationship with IIF or Asset Manager
There is no capital, personal trade relationship between IIF and the asset manager IIF Capital Relationship (“Asset Manager”) Asset Manager and NISSIN CORPORATION. In addition, there is no Personal Relationship noteworthy capital, personal or trade relationship between affiliated companies of IIF, the Trade Relationship Asset Manager and those of NISSIN CORPORATION.
NISSIN CORPORATION does not meet the condition of interested party of IIF the Asset
Interested Party Manager. In addition, the interest parties of NISSIN CORPORATION do not meet the
condition of those of IIF and the Asset Manager.
(2) IIF Higashi-Osaka Logistics Center Toshiba Logistics Corporation NREG Toshiba Building Co., Ltd. (1) Name (unit ownership of building) (unit ownership of building and land) 1-14 Nisshin-cho, Kawasaki-ku, (2) Location 1-1-1 Shibaura, Minato-ku, Tokyo Kawasaki-shi, Kanagawa Name and Job Title of (3) Yasuhiro Shimizu - Chairman of the Board Kazuki Yamamori - Chairman of the Board Representatives Ownership and maintenance of real estate Warehousing, freight forwarding business Purchase, sale and leasing of real estate (4) Business and domestic and international logistics Maintenance and management of public service health facilities such as dormitory and company residence 2,128 million yen 14,372 million yen (5) Capital (as of the end of March, 2012) (as of the end of March, 2012) (6) Date Established October 1974 June 1972 (7) Relationship with IIF or Asset Manager There is no capital, personal trade relationship between IIF, the Asset Manager, Toshiba
Capital Relationship Logistics Corporation and NREG Toshiba Building Co., Ltd.. In addition, there is no
Personal Relationship noteworthy capital, personal or trade relationship between affiliated companies of IIF, the
Trade Relationship Asset Manager and those of Toshiba Logistics Corporation and NREG Toshiba Building
Co., Ltd.. Toshiba Logistics Corporation and NREG Toshiba Building Co., Ltd. does not meet the condition of interested party of IIF or the Asset Manager. In addition, the interest parties of Interested Party Toshiba Logistics Corporation and NREG Toshiba Building Co., Ltd. do not meet the condition of those of IIF and the Asset Manager.
(3) IIF Kashiwa Logistics Center The Seller is a domestic special purpose company but the summary of the Seller is not disclosed by its request. Furthermore, there are no direct or indirect investments in the Seller either from the Investment Corporation, the Asset Manager, nor any related parties or associated companies of the Investment Corporation and the Asset Manager. Also, there are no capital, personal or business relationships to be stated between the seller’s investors (including original investors) and the Investment Corporation, the Asset Manager, and any related parties or associated companies of the Investment Corporation and the Asset Manager.
(4) IIF Kawasaki Science Center (to be developed) (1) Name Urban Renaissance Agency (UR) (2) Location 6-50-1 Honcho, Naka-ku, Yokohama-shi, Kanagawa Name and Job Title of (3) President - Ikuo Kaminishi Representatives Maintenance and improvement of Japan’s cities and utilization and support for supply of (4) Business rental housing
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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(5) Capital 1,058 billion yen (6) Date Established July 2004 (7) Relationship with IIF or Asset Manager
There is no capital, personal trade relationship between IIF the Asset Manager and Urban Capital Relationship Renaissance Agency. In addition, there is no noteworthy capital, personal or trade Personal Relationship relationship between affiliated companies of IIF the Asset Manager and those of Urban Trade Relationship Renaissance Agency.
Urban Renaissance Agency does not meet the condition of interested party of IIF the Asset
Interested Party Manager. In addition, the interest parties of Urban Renaissance Agency do not meet the
condition of those of IIF and the Asset Manager.
(Note) The seller of the land is described above. We intend to disclose the seller of the building after we make decision about the details. (5) IIF Osaka Toyonaka Data Center The Seller is a domestic special purpose company but the summary of the Seller is not disclosed by its request. Furthermore, there are no direct or indirect investments in the Seller either from the Investment Corporation, the Asset Manager, nor any related parties or associated companies of the Investment Corporation and the Asset Manager. Also, there are no capital, personal or business relationships to be stated between the seller’s investors (including original investors) and the Investment Corporation, the Asset Manager, and any related parties or associated companies of the Investment Corporation and the Asset Manager.
(6) IIF Osaka Nanko IT Solution Center (1) Name Nomura Research Institute, Ltd. (2) Location 1-6-5 Marunouchi, Chiyoda-ku, Tokyo Name and Job Title of (3) Tadashi Shimamoto - President, CEO & COO Representatives (4) Business Consulting, Financial IT Solutions, Industrial IT Solutions, IT Platform Services (5) Capital 18.6 billion yen (Fiscal 2011 ending March 31, 2012) (6) Date Established April 1965 (7) Relationship with IIF or Asset Manager
There is no capital, personal trade relationship between IIF the Asset Manager and Capital Relationship Nomura Research Institute, Ltd.. In addition, there is no noteworthy capital, personal or Personal Relationship trade relationship between affiliated companies of IIF the Asset Manager and those of Trade Relationship Nomura Research Institute, Ltd..
Nomura Research Institute, Ltd. does not meet the condition of interested party of IIF, the
Interested Party Asset Manager. In addition, the interest parties of Nomura Research Institute, Ltd. do not
meet the condition of those of IIF and the Asset Manager.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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6. Broker Anticipated acquisitions including IIF Kobe Logistics Center, IIF Higashi-Osaka Logistics Center, IIF Kashiwa Logistics Center and IIF Osaka Nanko IT Solution Center are acquired through brokerage. Any broker does not fall under the category of interested parties of IIF and the asset manager.
(1) Broker of IIF Kobe Logistics Center The intermediary for the Acquisition is a domestic corporation but the summary of the intermediary is not available for disclosure due to the intermediary’s request. There are no capital, personal or business relationship required to be stated between the Investment Corporation, the Asset Manager and the intermediary. The intermediary does not fall under the Related Persons of the Investment Corporation and the Asset Manager.
(2) Broker of IIF Higashi-Osaka Logistics Center NREG Toshiba Building Co., Ltd. Name (unit ownership of building and land) Location 1-1-1 Shibaura, Minato-ku, Tokyo Name and Job Title of Kazuki Yamamori - Chairman of the Board Representatives Ownership and maintenance of real estate Purchase, sale and leasing of real estate Business Maintenance and management of public health facilities such as dormitory and company residence 14,372 million yen Capital (as of the end of March, 2012) Date Established June 1972 Relationship with IIF or Asset Manager
Capital Relationship There is no capital, personal trade relationship between IIF, the Asset Manager and NREG Personal Toshiba Building Co., Ltd.. In addition, there is no noteworthy capital, personal or trade Relationship relationship between affiliated companies of IIF, the Asset Manager and those of NREG Toshiba Trade Relationship Building Co., Ltd.
NREG Toshiba Building Co., Ltd. does not meet the condition of interested party of IIF, the Asset Interested Party Manager. In addition, the interest parties of NREG Toshiba Building Co., Ltd. do not meet the condition of those of the IIF and the Asset Manager. The broker has not agreed to disclosure of commission. Broker fee will be paid to Toshiba Commission Logistics Corporation according to their own share
(3) Broker of IIF Kashiwa Logistics Center The intermediary for the Acquisition is a domestic corporation but the summary of the intermediary is not available for disclosure due to the intermediary’s request. There are no capital, personal or business relationship required to be stated between the Investment Corporation, the Asset Manager and the intermediary. The intermediary does not fall under the Related Persons of the Investment Corporation and the Asset Manager. Also, the affiliated persons and the affiliated companies of the intermediary do not fall under the Related Persons of the Investment Corporation and the Asset Manager.
(4) Broker of IIF Osaka Nanko IT Solution Center Name Nomura Securities Co., Ltd. Location 1-9-1 Nihonbashi, Chuo-ku, Tokyo Name and Job Title of Koji Nagai - CEO Representatives Business General security service Capital 10,000 million yen Date Established May 2001 Relationship with IIF or Asset Manager
Capital Relationship There is no capital, personal trade relationship between IIF, the Asset Manager and Nomura Personal Securities Co., Ltd.. In addition, there is no noteworthy capital, personal or trade relationship Relationship between affiliated companies of IIF, the Asset Manager and those of Nomura Securities Co., Ltd.. Trade Relationship
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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Nomura Securities Co., Ltd. does not meet the condition of interested party of IIF and the Asset Interested Party Manager. In addition, the interest parties of Nomura Securities Co., Ltd. do not meet the condition of those of IIF and the Asset Manager.
Commission The broker has not agreed to disclosure of commission
7. Means of Payment Anticipated acquisitions will be financed by issuance of new investment units, loans and through cash reserves. Please refer to “Notice Concerning Debt Financing” dated today for the loans. IIF plans to conduct a lump-sum settlement upon delivery for all properties.
8 Others Acquisition of IIF Higashi-Osaka Logistic Center and IIF Kawasaki Science Center (to be developed), should fall in the Forward Commitment by Investment Corporations (note) as prescribed in the Comprehensive Guidelines for Supervision of Financial Instruments Business Operators, etc (last revision as of April 2012) promulgated by FSA. There is no provision of penalty fee payment nor deposit payment under the purchase and sales agreement. As for the acquisition of IIF Kawasaki Science Center (to be developed), if there is any material changes such as credibility or assets of the counter party, IIF and J&J shall terminate the fixed-term building lease agreement. In the case where termination is made, the terminated party shall pay the terminating party the cost that terminating party bore until the payment of the penalty fee (including, but not limited to the purchase price of the land, construction fee of the Construction Agreement). (Note) Forward Commitment is defined as “postdated sales contract under which payment and delivery shall be made at least one month after the conclusion of the contract, or any other contract similar thereto”
9. Future Outlook of IIF Please refer to the “Notice Concerning Forecasts for Operating Results and Distributions for July 2013 (12th) and December 2013 (13th) Fiscal Periods” for the forecast of IIF’s operating performance for the 12th fiscal period ending in June 2013 (January 1, 2013 - June 30, 2013) and the 13th fiscal period ending in December 31, 2013 (July 1, 2013 - December 31, 2013).
About IIF: Industrial and Infrastructure Fund Investment Corporation (“IIF”) is the first J-REIT focused on acquiring and operating both industrial and infrastructure properties in Japan-properties that play a vital role in the Japanese economy, and for which IIF expects to see stable demand in the mid to long term. With respect to industrial properties, IIF intends to invest in a diverse portfolio of properties, including manufacturing and research and development facilities. Please refer to our website at http://www.iif-reit.com/english/index.html
Contacts: For the further information relating to this press release as well as the Fund and its Asset Manager, please feel free to contact Mr. Yoshito Nishikawa (Telephone Number: 81-3-5293-7090), Head of Industrial Division at Mitsubishi Corp.-UBS Realty, Inc., Asset Manager for Industrial & Infrastructure Fund Investment Corporation.
Investor Relations: Telephone Number: 81-3-5293-7091
It is for informational purposes only, and the Japanese language release should be referred to as the original.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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【Reference】 Summary of Appraisal Value IIF IIF Kawasaki IIF Kashiwa IIF Osaka IIF Osaka IIF Kobe Higashi-Osaka Science Center Logistics Toyonaka Nanko IT Logistics Logistics (to be developed) Center (Note 1) Data Center Solution Center Center Center 5,900 2,630 2,290 2,500 6,030 2,030 Appraisal value million yen million yen million yen million yen million yen million yen Value based on direct 5,880 2,630 2,300 2,520 6,070 2,040 capitalization million yen million yen million yen million yen million yen million yen Direct cap rate 5.7% 5.9% 6.1% 5.8% 6.7% 6.4% Value based on DCF 5,900 2,620 2,270 2,470 5,990 2,010 method million yen million yen million yen million yen million yen million yen Discount rate 5.5% 5.6% 5.5% 5.0% 5.8% 6.0% Terminal cap rate 5.9% 6.0% 6.1% 6.0% 6.3% 6.9% Integrated value based on 4,750 2,510 2,110 2,490 5,650 2,120 cost method million yen million yen million yen million yen million yen million yen Proportion of land 65.9% 76.5% 59.6% 33.4% 56.1% 37.4% Proportion of building 34.1% 23.5% 40.4% 66.6% 43.9% 62.6%
Appraisal firm CBRE K.K. Japan Real Estate Institute
Appraisal date December 14, 2012 (Note 1) As the facility for IIF Kawasaki Science Center (to be developed) has not yet been developed, the appraisal value is calculated on the assumption that the property is completed and occupied as of the timing of the appraisal date based on Japanese Real Estate Appraisal Standards.
After Anticipated Acquisitions Acquisition Price Rate of Property Asset Type Property Name (planned) Investment(Note 1) No. (million yen) (%) L-1 IIF Shinonome Logistics Center (Note 2) 13,700 8.3 L-4 IIF Noda Logistics Center 6,500 3.9 L-5 IIF Shinsuna Logistics Center 5,300 3.2 L-6 IIF Atsugi Logistics Center 2,100 1.3 L-7 IIF Koshigaya Logistics Center 2,000 1.2 L-8 IIF Nishinomiya Logistics Center 1,300 0.8 L-9 IIF Narashino Logistics Center (land with leasehold) 1,190 0.7 Logistics Facilities IIF Narashino Logistics Center II L-10 3,350 2.0 (land with leasehold) L-11 IIF Atsugi Logistics Center II 3,100 1.9 L-12 IIF Yokohama Tsuzuki Logistics Center 2,350 1.4 L-13 IIF Saitama Logistics Center 1,490 0.9 L-14 IIF Nagoya Logistics Center 1,050 0.6 L-15 IIF Atsugi Logistics Center III 2,290 1.4 L-16 IIF Kawaguchi logistics Center 1,770 1.1 L-17 IIF Kobe Logistics Center 5,193 3.1 L-18 IIF Higasahi-Osaka Logistics Center 2,280 1.4 L-19 IIF Kashiwa Logistics Center 1,810 1.1 Sub total 56,773 34.3 F-1 IIF Totsuka Technology Center (land with leasehold) 4,500 2.7
Manufacturing, Research F-2 IIF Yokohama Tsuzuki Technology Center 1,100 0.7 and Development F-3 IIF Mitaka Card Center 8,700 5.3 Facilities F-4 IIF Shinonome R&D Center 8,800 5.3 F-5 IIF Kamata R&D Center 7,200 4.4 F-6 IIF Kawasaki Science Center (to be developed) 2,040 1.2 Sub total 32,340 19.6
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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I-1 IIF Kobe District Heating and Cooling Center 18,100 10.9 I-2 IIF Haneda Airport Maintenance Center 41,110 24.9 I-3 IIF Zama IT Solution Center 5,384 3.3 Infrastructure Facilities I-4 IIF Shinagawa Data Center 4,900 3.0 I-5 IIF Osaka Toyonaka Data Center 5,600 3.4 I-6 IIF Osaka Nanko IT Solution Center 1,150 0.7 Sub total 76,244 46.1 Total 165,357 100.0 (Note 1) Rounded to one decimal place. (Note 2) 53% of IIF Shinonome Logistics Center’s joint trust beneficiary interests in real estate are held by IIF.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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Reference: Definitions of individual calculation formulas
○ “NOI Yield”: NOI yield of Property Acquired in 11th Period and Anticipated Acquisitions has been calculated as follow. NOI Yield=NOI*÷ (Anticipated) acquisition price *NOI is represented by the net revenue for the 1st year or 2nd year based on DCF method described in the appraisal report of each anticipated properties. This is the same in “NOI Yield after Depreciation”, “Average NOI Yield”, Average NOI Yield after Depreciation” , “NOI for This Offering” and “NOI after Anticipated Acquisition”. *The Anticipated Acquisition price is as set forth in the relevant purchase agreement (excluding taxes and rounded down to the nearest million). Provided, the Anticipated Acquisition price for IIF Kawasaki Science Center (to be developed) consists of the bid price for the land and the anticipated construction cost for the building as described in the agreement with Johnson & Johnson K.K. Medical Company (“J&J”). *As the facility for IIF Kawasaki Science Center (to be developed) has not yet been developed, the average NOI is for reference purpose only. It was calculated based on the first year NOI estimate described in the survey report regarding IIF Kawasaki Science Center (to be developed) ("Survey Report") and the estimated construction cost of the facility to be described in the agreements with J&J. There can be no assurance that the actual construction cost nor actual NOI for the facility will be equal to the estimated construction cost used to calculate the anticipated acquisition price for the property and appraisal NOI respectively. As a result, the actual NOI yield of IIF Kawasaki Science Center (to be developed) may be materially different from the anticipated NOI. Until the completion of the property, we will receive only rent for land and, therefore, such NOI yield may be different from the calculation above. Finally, there can be no assurance that we will ultimately be selected as the purchaser of the land.
○ “NOI Yield after Depreciation”: NOI Yield after Depreciation of Property Acquired in 11th Period and Anticipated Acquisitions has been calculated as follow. NOI yield after depreciation=(NOI*-Depreciation*)÷ (Anticipated) acquisition price *Depreciation is calculated based on the straight-line method according to durable years in the same way as IIF’s existing properties in the portfolio. This assumption is the same for other calculations.
○ “Average NOI Yield” (1) Average NOI yield as of the end of 7th Fiscal Period ended December 2010, as of the 9th Fiscal Period ended December 2011, and as of the 10th Fiscal Period are calculated as follow. Average NOI yield= Total NOI calculated as of the end of each fiscal period ÷ Total acquisition price as of the end of each fiscal period *Total NOI = (Net operating income - Expenses) + Depreciation As for the end of 7th Fiscal Period ended December 2010, the actual NOI of the 7th Fiscal Period (July 1, 2010 - December 31, 2010) has been annualized by doubling. However, as for IIF Yokohama Tsuzuki Technology Center, which we acquired during this fiscal period, the actual NOI has been divided by the operating dates and been multiplied by 365.
As for the end of 9th Fiscal Period ended December 2011, the actual NOI of the 9th Fiscal Period (July 1, 2011 - December 31, 2011) has been annualized by doubling.
As for the end of 10th Fiscal Period ended December 2011, the actual NOI of the 10th Fiscal Period (January 1, 2012 - June 30, 2012) has been annualized by doubling. However, as for IIF Atsugi Logistics Center III, IIF Mitaka Card Center, IIF Shinonome R&D Center, IIF Kamata R&D Center, IIF Zama IT Solution Center and IIF Shinagawa Data Center, which we acquired during this fiscal period, the actual NOI has been divided by the operating dates and been multiplied by 365. This assumption is the same for other calculations.
(2) Average NOI yield for Property Acquired in 11th Period and Anticipated Acquisitions has been calculated as below Average NOI yield= Total NOI of anticipated acquired properties ÷ Total (anticipated) acquisition price
(3) Average NOI yield after anticipated acquisitions has been calculated based on Note (1) above regarding the portfolio as of June 30, 2012 (the end of the period 10th Fiscal Period) and Note (2) above regarding IIF Kawaguchi Logistics Center and the other relevant formula descried above.
○ “Average NOI Yield after Depreciation” Average NOI Yield after Depreciation has been calculated as follow. Average NOI yield after depreciation=(Total NOI - Total depreciation) ÷ Total (anticipated) acquisition price
○ “(Total appraisal value) - (Total acquisition price)” This represents the difference between total appraisal value and total acquisition price. As the facility for IIF Kawasaki Science Center (to be developed) has not yet been developed, the total acquisition price and total appraisal value are for reference purpose only. It was calculated based on the estimated construction cost of the facility described in the agreements with J&J and the bid price we have determined to submit in the auction process to acquire the vacant land. There can be no assurance that the actual construction cost will be equal to the estimated construction cost used to calculate the anticipated acquisition price for the property. As a result, the actual appraisal value and acquisition price of IIF Kawasaki Science Center (to be developed) may be materially different from the anticipated figures. Finally, there can be no assurance that we will ultimately be selected as the purchaser of the land.
Note: This press release is intended as general information for the press regarding IIF’s acquisition of real estate and trust beneficiary interest in real estate in Japan, and has not been prepared for the purpose of solicitation of investment.
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