Nippon Building Fund, Inc. (“NBF”) Hereby Provides Notice of Its Decision on July 7, 2008 to Acquire Assets As Follows
Total Page:16
File Type:pdf, Size:1020Kb
July 7, 2008 To All Concerned Parties Name of REIT Issuer: Nippon Building Fund, Inc. Sadafumi Abe, Executive Director (TSE Code : 8951) Contact: Asset Management Company Nippon Building Fund Management, Ltd. Koichi Nishiyama, President and CEO Person to Contact: Yasushi Akimoto, General Manager (TEL. +81-3-6259-8681) Notice of Acquisition of Assets (Shibakouen Takahashi Bldg.) Nippon Building Fund, Inc. (“NBF”) hereby provides notice of its decision on July 7, 2008 to acquire assets as follows: Descriptions 1 Outline of the Acquisition 1) Acquired Assets: Beneficiary interests in trust assets comprised mainly of real estate 2) Name of Acquired Assets: Shibakouen Takahashi Bldg. (hereinafter, “the Property”) 3) Acquisition Price: ¥6,100,000,000 (provided, however, that miscellaneous acquisition costs, fixed assets tax, city-planning tax and consumption tax are not included in this amount) 4) Date of Contract: July 7, 2008 5) Date of Transfer: July 7, 2008 6) Acquired From: Moca International Limited (please refer to Section 4 hereinbelow for a description of the seller) 7) Acquisition Funds: Existing capital plus loans etc. (anticipated) 8) Broker: Mitsui Fudosan Co., Ltd. (Brokerage fee: ¥183,000,000 (excluding consumption tax etc.) 9) Payment Method: Lump-sum payment at the time of transfer 2 Points of Acquisition The acquisition is being undertaken with the intention of enhancing NBF’s portfolio in the Tokyo central business districts (CBDs) in accordance with the asset management objectives and policies set forth in NBF’s Articles of Incorporation. In deciding to acquire the Property, the following points were especially attractive. 1) Location The Hamamatsucho / Shibakouen area where the Property is located is a business area in high demand and much appreciated by tenants for its convenient access and environmental quality. 1 The Property faces the Daimon Street, the surrounding environment is calm and green, and the Property provides convenient access to the “Daimon” station of the Oedo and Asakusa lines of the Tokyo Subway (3 minutes walk), the “Shibakouen” station (6 minutes walk) and the “Onarimon” station (5 minutes walk) of the Mita line of the Tokyo Subway as well as the “Hamamatsu-cho” station of JR Yamanote and Keihin-Tohoku lines (7 minutes walk). 2) Building and Facilities The granite-based exterior of the Property projects a first-class appearance and the Property is also equipped with competitive specifications such as a standard ceiling height of 2,600mm (with a 80mm sub-floor cavity for connection of OA equipment) and individual air conditioning systems etc. 3 Outline of Assets to be Acquired 1) Type of Specified Assets Beneficiary interests in trust assets comprised mainly of real estate 2) Trustee: The Sumitomo Trust & Banking Co., Ltd. 3) Location (Description in Real Property Registry) Land: 315 ban 3, 315 ban 4, 315 ban 6, 316 ban 4, 316 ban 5, 316 ban 6, 317 ban 1, 317 ban 2, Shibakuoen 1-chome, Minato-ku, Tokyo Building: 317 banchi 1, 315 banchi 3, 315 banchi 4, 315 banchi 6, 316 banchi 2, 316 banchi 3, 316 banchi 4, 316 banchi 5, 316 banchi 6, 317 banchi 2, Shibakouen 1-chome, Minato-ku, Tokyo (Street Address) 8-12, Shibakouen 1-chome, Minato-ku, Tokyo 4) Use (primary use) Offices and parking 5) Type of Ownership (i) Land: ownership of 315 ban 3, 315 ban 4, 315 ban 6, 316 ban 4, 316 ban 5, 316 ban 6, 317 ban 1, 317 ban 2, Shibakouen 1-chome, Minato-ku, Tokyo (ii) Building: ownership of condominium interests (100%) in offices on the1st through 5th, 7th, 8th and 9th floors above ground and co-ownership (28477/33750) of condominium interests in parking on the 1st floor below ground and the 1st floor above ground of the building 6) Square meters (Description in Real Property Registry) (i) Land: site area: 836.45 ㎡ (entire site area of the building) of which the trust assets (to be acquired) comprise 8 parcels (total 733.12 ㎡, representing approx. 88% of the entire site area) (ii) Building: total floor space of the building: 5,350.75 ㎡ of which the trust assets (to be acquired) represent 87% 7) Structure (Description in Real Property Registry) Steel framed reinforced concrete structure, flat roof, 9 floors above ground with 1 floor below ground (entire building) 8) Completion(Description in Real Property Registry) March 29, 1991 2 9) Design and Construction Design: Murano & Mori Construction Office Construction: Consortium of Obayashi Corporation and Masuoka Architectural Contractors Inc. 10) Valuation Valuation prepared by Japan Real Estate Institute Appraisal Value: ¥6,200,000,000 Date of Valuation: May 1, 2008 Summary of Valuation Item Value Profit price ¥6,200,000,000 Price based on direct capitalization method ¥6,280,000,000 Net revenue ¥282,792,000 Cap rate 4.5% Price based on DCF method ¥6,120,000,000 Discount rate 4.2% Terminal cap rate 4.7% Integration value ¥5,660,000,000 Percentage for land 84.1% Percentage for building 15.9% 11) Earthquake PML 2.8% (obtained from the building condition investigation report prepared by Engineering & Risk Services Corporation) 12) Existence of Secured Interests (Liens) The beneficiary interests in trust with respect to the Property are currently subject to the rights of pledge etc. Such rights will be extinguished prior to the transfer of the Property upon the seller’s responsibility and at its cost. 13) Description of Tenants (for the portion to be acquired) The tenancy situation as of July 1, 2008 is as follows: Total number and summary of lessees: seven (7) companies (1 financial institution, 6 general business companies) Total rentable area: 3,432.17 ㎡ Total leased area: 3,432.17 ㎡ Occupancy Rate: 100% Total lease deposit amount ¥218 million 4 Outline of Seller (As of May 22, 2008) 1) Name: Moca International Limited 2) Address: P.O. Box 309, A Grand House, George Town, Grand Cayman, Cayman Islands Office in Japan: 4-2, Minami-Aoyama 1-chome, Minato-ku, Tokyo 3) Representative in Japan: Hideo Haruta 4) Capital: One thousand US Dollars (US$1,000) 5) Principal Business: sale, purchase and possession of real estate and beneficiary interests in cash trusts 3 6) Investors: - The names of the investors have not been disclosed due to the fact that the seller’s consent to disclosure has not been obtained. 7) Relationship with NBF or NBFM: None 5 Transactions with Interested Parties etc. 1) Operation and Management For real estate etc. acquired by NBF, “Office Management Business” including profit management, operation and management of real estate etc. is in principle entrusted to Mitsui Fudosan Co., Ltd., one of the interested parties of NBF’s asset management company (NBFM). The same will apply to the current acquisition. 2) Brokerage Service Agreement for Trust Beneficiary Interests A brokerage service agreement for trust beneficiary interests in the Property is to be entered into with Mitsui Fudosan Investment Advisors, Inc. which is an interested party etc. of Nippon Building Fund Management Ltd. 6 Acquisition Schedule July 7, 2008 Determination to make acquisition July 7, 2008 Execution of agreement for sale and purchase of trust beneficiary interests July 7, 2008 Delivery (anticipated) 7 Forecasted Management Situation as at the close of December, 2008 There is no change to the forecasted management situation during the period ending December 31, 2008, as this acquisition will have little impact upon the management situation of NBF during such period. End This English language notice is a translation of the Japanese language notice dated July 7, 2008 and was prepared solely for the convenience of, and reference by, overseas investors. NBF makes no warranties as to its accuracy or completeness. <Attached Materials> 【Reference Material 1】 Estimated Revenues and Expenses from the Property to be Acquired 【Reference Material 2】 Exterior Appearance of the Property 【Reference Material 3】 Cross Sectional Drawing of the Property 【Reference Material 4】 Standard Floor Plan of the Property 【Reference Material 5】 Summary of Portfolio after Acquisition of the Property 4 【Reference Material 1】 Estimated Revenues and Expenses from the Property to be Acquired (in million yen) Revenues (including ancillary revenues) 349 Expenses (excluding depreciation) 75 public imposts and taxes 23 miscellaneous 52 expenses management entrustment fees, 51 costs of repair etc. insurance premiums 1 NOI (Net Operating Income) 274 (Premises upon which Estimated Revenues and Expenses are based) 1. The above figures is based on annualized revenues and expenses after exclusion of extraordinary factors for the year of acquisition (and are not estimated figures for the following fiscal year). 2. Revenues are premised upon a 100% occupancy rate as of the date of delivery. 5 【Reference Material 2】 Exterior Appearance of the Property 6 【Reference Material 3】 Cross Sectional Drawing of the Property 7 【Reference Material 4】 Standard Floor Plan of the Property 8 【Reference Material 5】 Summary of Portfolio after Acquisition of the Property Value (Real Estate Acquisition Price Percentage of Appraisal Value) Area Name of Building (Yen in thousands) Percentage each area (Yen in thousands) (Note 1) (Note 2) Yamato Seimei Bldg. 63,500,000 8.44% 70,900,000 Nishi-Shinjuku Mitsui Bldg. 44,903,393 5.97% 56,300,000 Shiba NBF Tower 32,000,000 4.25% 37,000,000 NBF Platinum Tower 31,000,000 4.12% 59,900,000 Gate City Ohsaki 30,100,000 4.00% 35,800,000 Toranomon Kotohira Tower 24,543,000 3.26% 36,500,000 NBF Nihonbashi Muromachi Center Bldg. 23,945,000 3.18% 34,100,000 Nakameguro GT Tower 23,856,000 3.17% 32,000,000 (tentative name) Surugadai Project (Note 3) 20,840,000 2.77% 20,840,000 NBF Ginza Street Bldg. 17,000,000 2.26% 16,500,000 Shinjuku Mitsui Bldg.