For Translation Purposes Only November 20, 2012 for Immediate
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For Translation Purposes Only November 20, 2012 For Immediate Release United Urban Investment Corporation Hisamitsu Abe Executive Officer (Securities Code: 8960) Asset Management Company: Japan REIT Advisors Co., Ltd. Kenichiro Oikawa President and CEO Inquiries: Kenichi Natsume Chief Financial Officer TEL: +81-3-5402-3680 Notice Concerning Acquisition of Property (Dogenzaka Square) United Urban Investment Corporation (“United Urban”) hereby announces its decision to acquire a property as set forth below on November 20, 2012. 1. Acquisition of the Property United Urban will acquire the following trust beneficial interest in real estate (the “Asset to be Acquired”). Scheduled Scheduled Property Name Type of Use Location (residential) Acquisition Price Acquisition Date (Note) Office, Retail, 5-18 Maruyamacho, Shibuya-ku, November 22, Dogenzaka Square ¥2,300 million Apartment Tokyo 2012 (Note) The scheduled acquisition price shown is based on the purchase price to be stated in the sale and purchase agreement for the acquisition of the Asset to be Acquired. In addition, the price is shown in the amount excluding acquisition costs, property taxes, city planning taxes and consumption taxes and other costs. 2. Details of Acquisition (1) Reason for the Acquisition In accordance with the basic asset-management policy and its investment approach prescribed in its Articles of Incorporation, United Urban will acquire the Asset to be Acquired for the purpose of expanding its portfolio of office buildings in the 6 central Wards of Tokyo. In making the decision to acquire such Asset to be Acquired, the following aspects were appreciated. 1. Location The property related to the Asset to be Acquired (the “Property”) is conveniently located in terms of public transportation, as it is an approximately four-minute-walk from Shibuya Station (distance from the entrance gate of the Keio Inokashira Line), one of the major train terminals in Tokyo, and also within a three-minute-walk from Shinsen Station on the Keio Inokashira Line. Located in the vicinity of the west exit of Shibuya Mark City, and facing the Dogenzaka Street, the property boasts high visibility. The Shibuya area where the Property is located is known as a trendsetting town of youth culture. The area, however, is also an office area where various businesses, including IT related business, retail and 1 whole sale business, personnel-service business, and creative businesses such as design, music and movie, are based. The area surrounding the Property features a concentration of rapid-growing IT related companies and web design offices, etc. Therefore, abundant demand for small-sized offices, SOHO (small office home office), and residences from such emerging companies is anticipated. In addition, as there is an array of stores centering on restaurants along the Dogenzaka Street where the Property is situated, strong demand for retail premises are anticipated for the lower floors of the building, particularly for the ground floor. 2. Building The Property is a multi-type property, comprised of retail space on the 1st basement level through the 3rd floor, office space on the 4th through the 6th floor, and residence space on the 7th through the 9th floor. Two sides of the Property are facing the streets, and the entrance and the elevator for the retail space are located on the side facing the Dogenzaka Street, while the entrance for the office and the residence is located on the other side. The traffic line between the retail space and office/residence space are clearly divided and thus the Property is designed in a way to secure the privacy of the tenants. The Property was completed 8 years ago and is relatively new. In an area where buildings of similar size and similar age are scarce, the Property is expected to exhibit strong competitiveness against other buildings in each use of the office, retail, and residence. Particularly the office is recognized as having strong appeal to tenants, due to the small-sized renting spaces that meet the requirement of the emerging companies featuring the neighboring area, the glass curtain wall which exudes a certain dignity, and the equipment specification of high level, including a ceiling height of 2,750mm and 100mm raised floor for OA connection. 3. Tenants, etc. Tenants of the office space are of variety, including IT related companies and designers office, which reflects the characteristics of the area. Tenants of the retail space are several restaurants, and there has been no tenant changes since the opening of the Property, as these restaurants business is fitting the needs of the workers of the nearby offices. The residences, taking advantage of its convenient access to major stations, respond to a wide range of needs from the workers of the nearby offices, including SOHO and residence of employee of companies in the neighborhood. The Property has maintained occupancy of high level and we anticipate a solid occupancy after United Urban has acquired the property. (2) Summary of Acquisition 1. Asset to be Acquired : Trust beneficial interest in real estate 2. Name of the property : Dogenzaka Square 3. Scheduled Acquisition Price : ¥2,300,000 thousand (excluding acquisition costs, property taxes, city planning taxes and consumption taxes and other costs) 4. Agreement Date : November 22, 2012 (conclusion of the sale and purchase agreement of trust beneficial interest) 5. Scheduled Acquisition Date : November 22, 2012 (transfer of trust beneficial interest) 6. Seller : DH Holding, Ltd. 7. Financing : Cash on hand and debt financing (scheduled) 8. Date of Payment : November 22, 2012 (scheduled) (3) Outline of the Asset to be Acquired Property Name Dogenzaka Square Type of the Asset to be Acquired Trust beneficial interest in real estate Trustee Mitsubishi UFJ Trust and Banking Corporation (Note 1) Current Beneficiary DH Holding, Ltd. Period of Trust Agreement From December 8, 2004 to November 30, 2022 (Note 1) Lot number 6-1 Maruyamacho, Shibuya-ku, Tokyo Location (Note 2) Residential 5-18 Maruyamacho, Shibuya-ku, Tokyo 2 4 minute walk from Shibuya Station (Keio Inokashira Line) 5 minute walk from Shibuya Station (Tokyu Den-en-toshi Line, Tokyo Access Metro Hanzomon Line) 7 minute walk from Shibuya Station (JR Lines, Tokyo Metro Ginza Line) 3 minute walk from Shinsen Station (Keio Inokashira Line) Use (Note 2) Office, Retail, Apartment Total Site Area 488.93m2 The site area corresponding to Land (Note 3) expediential ownership of building to 443.67m2 Site Area (Note 2) be acquired this time Total Floor Area 3,227.62m2 Building (Note The floor area of the private-use 4) 2,212.98m2 portion to be acquired this time Structure (Note 2) SRC B1/9F Land: Right of Site (co-ownership) Type of Ownership Building: Compartmentalized ownership Completion Date (Note 2) October 15, 2004 Scheduled Acquisition Price ¥2,300,000 thousand Appraisal Value ¥2,460,000 thousand Date of Value Estimate November 1, 2012 Appraisal Agency Appraisal by Japan Real Estate Institute (Appraisal Method) Probable Maximum Loss (PML) 16% Collateral None Special Instructions None Details of Tenant (Note 5) Total Number of Tenants (Note 6) 27 Security Deposit ¥117,611 thousand Total Rental Revenues (yearly) ¥166,085 thousand Total Leasable Floor Space 2,231.84 m2 Total Leased Floor Space 2,057.47 m2 Occupancy Ratio (Note 7) 92.2% Reference Estimated NOI (yearly) (Note 8) ¥139,187 thousand (Notes) 1. While the trustee of the Property as of November 20, 2012 is Shinsei Trust & Banking Co., Ltd, the seller of the Property will change the trustee to Mitsubishi UFJ Banking and Trust Corporation as of the same date of the acquisition of the Property. In addition the period of the trust agreement will also be changed due to a trust change agreement to be concluded between United Urban and Mitsubishi UFJ Banking and Trust Corporation. Therefore each piece of information in “Trustee” and “Period of Trust Agreement” shows that after change. 2. Each piece of information in “Location (Lot number)”, “Use”, “Site Area”, “Structure” and “Completion Date” is described as it appears on the real estate register. 3. The expediential area of the land corresponding to United Urban’s ownership interest is calculated by multiplying the area of the land by percentage of the co-ownership interest of site right that will be acquired in the form of common ownership. The area will be 443.67m2 and represent 90.744% of the entire building site. 4. The total floor area of the private-use portion of the building is 2,626.52m2. A portion of private-use portion of the building (193.14m2) is stipulated as “common area by the terms of management” by the terms of management of the Property. The floor area of the compartmentalized ownership of the building that United Urban will acquire in the form of proprietary ownership will total 2,212.98m2 and represent 90.943% of 2,433.38 m2, or the total floor area of the private-use portion of the building excluding the “common area by the terms of management”. 5. “Details of Tenant” are figures as of October 31, 2012. Figures are rounded down to nearest thousand yen and ratios are rounded to first decimal place. 6. The building lease agreement with regard to the Property concluded between the trustee and a master lessee as of October 31, 2012, is a pass-through-type master lease agreement. Therefore, the “Total Number of Tenants” figure is stated by aggregating the number of end tenants subleased to by the master lessee. 7. “Occupancy Ratio” means the percentage obtained by dividing “Total Leased Floor Space” by “Total Leasable Floor Space”. 8. “NOI (Net Operating Income)” means the figure equal to income from property leasing (rental revenues - rental expenses) plus depreciation and amortization. “Estimated NOI” means an estimated figure, which is calculated based on the terms and conditions of leasing after the acquisition by United Urban.