Real Estate Investment Trust Securities Is
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[Translation for reference purposes only] September 1, 2016 To all concerned parties: Real Estate Investment Trust Securities Issuer: Ooedo Onsen Reit Investment Corporation Representative: Fuminori Imanishi, Executive Director (Securities Code: 3472) Asset Manager: Ooedo Onsen Asset Management Co., Ltd. Representative: Fuminori Imanishi, Chief Executive Officer Inquiries: Tomohiro Honda, Chief Financial Officer (TEL:03-6262-5200) Notice Concerning Completion of Acquiring Real Estate in Japan The Ooedo Onsen Reit Investment Corporation (the “Investment Corporation”) hereby announces that the acquisition of the assets to be acquired, which are the nine properties stated in the Investment Corporation’s prospectus for new unit issuance and secondary distribution of investment units (July 2016), (these assets, the “Acquired Assets”) was completed today. Each of Kagawa Prefecture Sightseeing LLC., which is a seller of an Acquired Asset, and Ooedo-Onsen Monogatari Co., Ltd., which is a seller of Acquired Assets, constitute an Interested Parties, Etc., under the Act on Investment Trusts and Investment Corporations (Act No. 198 of 2014, as amended; the “Investment Act”), so Ooedo Onsen Asset Management Co., Ltd., which is the asset manager (the “Asset Manager”), has, in accordance with Article 201-2 of the Investment Act, obtained the consent of the Investment Corporation based on the approval of it’s board of directors meeting held on July 29, 2016. Further, each of Kagawa Prefecture Sightseeing LLC. and Ooedo-Onsen Monogatari Co., Ltd. constitute an Interested Party, Etc., stipulated in the Rules on Transactions with Interested Parties, Etc., which are internal rules of the Asset manager, so the Asset manager has finished all necessary procedures under it’s internal rules. Note: This press release was prepared to make an announcement to the public concerning the Investment Corporation completing an acquisition of real estate in Japan, and it has not been prepared to solicit investment. 1 1. Overview of acquisition Property Property name Acquisition price Seller number (yen in millions) (Note 1) (Note 2) Kagawa Prefecture S-1 Ooedo-Onsen Monogatari Reoma Resort 10,379 Sightseeing LLC. S-2 Ooedo-Onsen Monogatari Iseshima 3,656 S-3 Ito Hotel New Okabe 2,657 S-4 Ooedo-Onsen Monogatari Atami 2,997 S-5 Ooedo-Onsen Monogatari Toi Marine Hotel 1,910 Ooedo-Onsen S-6 Ooedo-Onsen Monogatari Awara 1,901 Monogatari Co., Ltd. S-7 Ooedo-Onsen Monogatari Kamoshika-so 1,222 S-8 Ooedo-Onsen Monogatari Ikaho 1,299 S-9 Ooedo-Onsen Monogatari Kimitsu-no-mori 819 Total 26,844 Note 1: Please refer to section “(a) of (1) Overview of Acquired Assets” in “2. Details of Acquired Assets”, which is below, for details on the “property number”. Note 2: The “acquisition price” indicates the purchase price of real estate in the sale and purchase agreement regarding each of the Acquired Asset (not including expenses, such as consumption tax, local consumption tax, or sale and purchase fees) (the “Purchase Agreements”), rounded down to the nearest million yen. Accordingly, the total of the Acquisition Price for each of the properties might differ from the figure stated in the total row. (1) Date made decision of Acquisition: July 29, 2016 (2) Execution date of Purchase Agreements: July 29, 2016 (3) Acquisition date: September 1, 2016 (delivery settlement day) (4) Seller: Refer to “(2) Overview of previous owners” in “2. Details of Acquired Assets”, which is below. (5) Acquisition financing: Proceeds through issuance of new investment units was resolved at the Investment Corporation’s board of directors meetings held on July 29, 2016 and on August 22, 2016, and borrowing (see note below). (6) Settlement method: Payment in full at time of delivery Note: Please refer to “Notice Concerning Borrowing of Funds” dated today for details of the concerned borrowing. 2. Details of Acquired Assets (1) Overview of Acquired Assets The tables below provide overviews of each individual asset of the Acquired Assets and the leases pertaining thereto. Explanations regarding the matters stated in each item of the tables are as follows. (a) Explanations regarding the “specified asset overview” section ・ For “property number,” each asset for investment by the Investment Corporation has been classified as either “Onsen and Spa-related Facilities” or “facilities for other uses” in accordance with its use and given a letter based on use and a number. The letter “S” is used for “Onsen and Spa-related Facilities.” ・ “Property name” indicates the name of each Acquired Asset. ・ “Use” indicates whether each asset for investment by the Investment Corporation is classified as “Onsen and Spa-related Facilities” or “facilities for other uses” in Note: This press release was prepared to make an announcement to the public concerning the Investment Corporation completing an acquisition of real estate in Japan, and it has not been prepared to solicit investment. 2 accordance with its use. The use indicated in this item is a classification for the purpose of understanding the overall characteristics of each facility in consideration of the investment policy of the Investment Corporation and does not necessarily match the use stated in the real estate registries of the individual buildings comprising each facility. ・ “Acquisition date” indicates the closing date of each Acquired Asset stated in the Purchase Agreement. ・ “Specified asset type” indicates the type of asset, categorized under “real estate and other assets”(fudosan tou shisan), as the specified assets. ・ “Acquisition price” indicates the purchase price of real estate in the Purchase agreement regarding each of the Acquired Asset (not including expenses, such as consumption tax, local consumption tax, or sale and purchase fees). ・ “Appraisal value” indicates the appraisal value stated in the real estate appraisal reports obtained from Japan Valuers Co., Ltd. or Rich Appraisal Institute Co., Ltd. for each Acquired Asset. ・ “Location (residence indication)” indicates, as a general rule, the residence indication. For properties for which residence indications have not been implemented or that otherwise do not have a residence indication, the building location (or one location if there is more than one) stated in the real estate registry is indicated along with the prefecture. ・ “Access” is based on the real estate appraisal reports obtained from Japan Valuers Co., Ltd. or Rich Appraisal Institute Co., Ltd. for each Acquired Asset and on other sources. ・ For the land, “land number” indicates the land location (or one location if there is more than one) stated in the real estate registry ・ For the land, “building coverage ratio,” which is the ratio of the building area of the buildings to the site area as set forth in Article 53 of the Building Standards Act (Act No. 201 of 1950, as amended; the “Building Standards Act”), indicates as a general rule the maximum building coverage ratio set forth in city plans in accordance with use district, etc. (the designated building coverage ratio; if there is more than one, then each ratio). The designated building coverage ratio may be modified, increased, or decreased due to reasons such as having a fire-resistant building in a fire protection district and therefore may differ from the building coverage ratio actually applied. ・ For the land, “floor area ratio,” which is the ratio of the total area of the buildings to the site area as set forth in Article 52 of the Building Standards Act, indicates the maximum floor area ratio set forth in city plans in accordance with use district, etc. (the designated floor area ratio; if there is more than one, then each ratio). The designated floor area ratio may be modified, increased, or decreased due to reasons such as the width of roads connecting to the site and therefore may differ from the floor area ratio actually applied. ・ For the land, “use district” indicates the type of use district set forth in Article 8, Paragraph 1, Item 1 of the City Planning Act (Act No. 100 of 1968, as amended; the “City Planning Act”) or the type of area classification set forth in Article 7 of the City Planning Act. Land that is designated as a city planning area but is not a classified area in Article 7 of the City Planning Act is indicated as a “non-classified city planning area,” and land that is not designated as a city planning area is indicated as a “non-city-planning area.” ・ For the land, “site area” is based on the real estate registry (including the area of leased land, if any) and may differ from the current conditions. ・ For the land and the buildings, “form of ownership” indicates the type of right held by the Investment Corporation. Note: This press release was prepared to make an announcement to the public concerning the Investment Corporation completing an acquisition of real estate in Japan, and it has not been prepared to solicit investment. 3 ・ For the buildings, “construction date” indicates the initial construction date of the principal building in the real estate registry. If the initial construction date is unknown, the date of the most recent addition is indicated. ・ For the buildings, “structure, number of floors” is based on the real estate registry for the principal building in the real estate registry. ・ For the buildings, “total floor area” is based on the real estate registry and includes the floor area of annex buildings. ・ For the buildings, “designer” and “builder” indicate the companies as they were named at the time of the design and construction of the principal building in the real estate registry. ・ “Leasable area” indicates the area of the portion of the property considered leasable based on building blueprints or under the fixed-term building lease agreement with conditions precedent and building management service agreement of the Investment Corporation effective as of today pertaining to each Acquired Asset. ・ “Occupancy rate” indicates the property’s occupancy rate (the ratio of leased area to leasable area) as of today rounded to the first decimal place.