Investor Presentation for the Merger(3.0MB)

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Investor Presentation for the Merger(3.0MB) Investor Presentation for the Merger August 28, 2020 Contents 1. Overview of the Merger P. 2 2. Significance of the Merger P. 10 3. Growth Strategy P. 18 4. Financial Strategy P. 23 5. Post-Merger Financial Forecast P. 26 Appendix P. 28 (Note) Figures of less than one unit are truncated and percentage figures are calculated by rounding to the nearest whole number. 1. Overview of the Merger Basic Principle of the New Investment Corporation The largest(1) diversified J-REIT(2) investing in real estate that provide metropolitan life foundations (JRF) (MMI) Japan Metropolitan Fund Investment Corporation Support metropolitan life (live, work and consume) in Japan from the perspective of real estate *Please refer to page 41 for the notes to this page. 3 Significance of the Merger Enhance unitholder values of both JRF and MMI through transition into diversified REIT 1. Fit to Environment Changes Enhance Stability Promote flexible operation of facilities beyond the framework of asset classes, amid changes in operational environment Further diversify portfolio Strengthen capabilities to operate mixed-use properties by area or by asset level, Build resilience to deterioration in under the structure of diversified REIT business environment Increase liquidity of the investment units 2. Expand Investment Universe and exposures in major indices Able to acquire mixed-use properties(1) and residential properties etc. Able to enter into large scale transactions, such as bulk sale of multiple type assets Allow greater flexibility in acquisition strategies to cope with expected changes in the social structure Accelerate Growth Further promote asset replacement and external growth 3. Create the Largest J-REIT Make the best use of properties beyond Increase market presence significantly the framework of asset class Improve stability by more-diversified portfolio Accelerate investment for growth on the back of higher risk tolerance Enhance liquidity by increasing market capitalization (1) The term “Mixed-use properties” means properties occupied by more than two types of tenants such as retail, office, residential, hotel or other uses. 4 Characteristics of JRF and MMI Office buildings located in the three major metropolitan areas Urban retail properties located in “where people gather” Main investment target (Tokyo area, Osaka area and Nagoya area) • Track record of 18 years • Proactive acquisition of properties since the MC-UBS Group • The largest J-REIT focusing on retail properties in terms of participation as sponsor in 2015 asset size • Almost doubled asset size in the past five years • Promotion of asset replacement from suburban-type to • Shifted the focus of the portfolio from Osaka area to Tokyo urban-type area Before (End of) latest MC-UBS Group (End of) latest As of listing(1) period(2) Operating results participation(6) period(2) Number of properties 4 100 Number of properties(7) 12 25 Asset size(3) 40.9bn yen 877.2bn yen Asset size(3)(7) 157.6bn yen 282.7bn yen DPU(4) 3,313 yen 4,500 yen DPU(8) 1,191 yen 2,049 yen NAV per unit(4)(5) 111,900 yen 223,600 yen NAV per unit(5)(8) 63,500 yen 98,500 yen Key properties GYRE KAWASAKI Le FRONT mozo wonder city Twin 21 Yokohama i-land Tower Cube Kawasaki *Please refer to page 41 for the notes to this page. 5 Merged Investment Corporation at a Glance Japan Retail Fund MCUBS MidCity New Investment Corporation Investment Corporation Investment Corporation (Japan Metropolitan Fund) (as of August 31, 2020) as of March 1, 2021) as of June 30, 2020)(6) ( (Pro forma)(5) ( (Pro forma)(7) Asset size (based on (anticipated) acquisition price) 888,884 million yen 282,710 million yen 1,191,594 million yen Number of properties Portfolio 102 properties 25 properties 127 properties NOI yield (based on (anticipated) acquisition price)(1) 4.9% 4.5% 4.7% NOI yield after depreciation (based on (anticipated) acquisition price) (2) 3.6% 3.6% 3.6% Unrealized gain or loss 160,917 million yen 23,241 million yen 160,917 million yen Financials LTV 45.5% 42.1% 43.9% Interest-bearing debt 411,725 million yen 126,975 million yen 538,700 million yen Credit rating AA-(R&I) AA-(JCR) Aim to maintain/ improve Unitholder Unitholder Value NAV per unit(3) 223,800 yen 98,500 yen 108,300 yen Book value per unit(4) 166,400 yen 87,500 yen 87,500 yen Feb. 2021 Period (38th) Jun. 2020 Period (28th) Aug. 2021 Period (39th) (Forecast) (Actual) (Forecast) DPU DPU (forecast) 4,500 yen 2,049 yen 2,286 yen MCUBS MidCity DPU (forecast) (after accounting for Japan Retail Fund Investment merger ratio and unit split) 2,250 yen 2,049 yen % Investment Corporation (8) Corporation Change 1.6% 11.6% + + *Please refer to page 41 for the notes to this page. 6 Post-merger Portfolio Diversification by Area(1) Diversification by Use(2) Diversification by Property Size(4) Others Suburban Nagoya 11.8% retail Area 20.2% 5.7% Others (3) Share of Three 1.3% Share of Top 10 Asset Size Metropolitan Areas Mixed- Properties use Urban retail % 11.6% bn yen % 88.2 1,191.5 51.2% 31.5 Tokyo Share of top 10 Osaka properties before Area merger Area 54.0% Office 28.5% 15.6% JRF 35.4% MMI 72.0% Tenant Diversification(5) Walking Minutes from Nearest Station(6) Others More than 10 Within Fixed 98.1 minutes 1 minute Rent Type % 15.0 (based on % 21.3 % annual rent) Revenue-based 1.9 Share of Top 10 Within % Tenants 10 minutes Ordinary building (land) 42.3 37.9 85.0 Lease Type lease contract % Share of top 10 % % More than 1 (based on tenants before More than 5 minute and annual rent) Fixed-term building merger 57.7 minutes and less less than or (land) lease contract % JRF 45.3% than or equal to equal to 5 Lease 10 minutes minutes Average lease period years MMI Period(7) 10.3 57.3% 17.3 46.5 % % *Please refer to page 42 for the notes to this page. 7 Growth Strategy Future Create virtuous cycle where area value and asset Vision value improve together • Revenue increase backed by external growth Mid- to Execute various • Implementing reconstruction and conversion, etc. Long-term • Other investment measures for growth such as growth investments M&As Short- to Build base for growth and • Further shift into urban properties and Enhance Unitholder Value Enhance diversify asset type Mid-term improve profitability • Aim to increase DPU level Basic Principle of the New Investment Corporation Support metropolitan life (live, work and consume) in Japan from the perspective of real estate 8 Outline of Merger and Planned Schedule Outline of Merger Planned Schedule Name of the Japan Retail Fund Investment Corporation MCUBS MidCity Investment Corporation Japan Metropolitan Fund Investment Corporation new investment Abbreviation : JMF (JRF) (MMI) corporation Execution of the Merger Agreement Absorption-type merger August 28, 2020 Surviving corporation : Method of the Record date for meeting of Record date for meeting of Japan Retail Fund Investment Corporation (JRF) Merger unitholders unitholders Dissolving corporation : August 31, 2020 September 13, 2020 MCUBS MidCity Investment Corporation (MMI) Meeting of unitholders Meeting of unitholders October 23, 2020 October 22, 2020 JRF : MMI 1 : 1 (Allot 1 JRF= investment unit per one MMI investment unit※) Delisting A two for one unit split of JRF is scheduled in order to allot February 25, 2021 ※ Merger ratio one or more JRF investment units to MMI unitholders and the merger ratio will be based on the number of JRF units End of the fiscal period End of the final fiscal period after the unit split (immediately before the Merger) before the Merger(2) February 28, 2021 February 28, 2021 For reference, the merger ratio based on the number of JRF ※ units before the unit split is JRF : MMI 1 : 0.5 Effective date of the Merger = March 1, 2021 Payment of merger The Merger is subject to that a proposal for approval of Payment of distribution consideration(3) Conditions for the Merger Agreement (a special resolution(1)) will be Middle of May, 2021 May, 2021 the Merger approved at the meetings of unitholders of both JRF and MMI End of the first fiscal period after the Merger August 31, 2021 (1) Such resolution shall be passed with at least a two-thirds majority of the votes of the attending unitholders with the unitholders in attendance holding over half of the units outstanding. (2) MMI will submit a proposal for a revision of the Articles of Incorporation to change the 29th business period, from the period from July 1, 2020 to December 31, 2020 to that from July 1, 2020 to February 28, 2021, to its general meeting of unitholders to be held on October 22, 2020, subject to approvals of the Merger Agreement at the respective general meetings of unitholders of JRF and MMI. The same shall apply hereinafter. (3) An amount equivalent to the cash distribution for the business period of MMI from July 1, 2020 to February 28, 2021 will be paid as the merger consideration. 9 2. Significance of the Merger Environment Changes COVID-19 is accelerating environment changes Widespread e-commerce and Mixed use means higher added value Growing needs for living near office Accelerating contraction of rural area ✔ Various types of use head for coexistence and Increase in number of elderly people and economies remote working co-prosperity women who work, and more needs for nursing The decline and outflow of population Trend of mixed-use by area and Place to offer experience that cannot be Growing needs for consumption near Increase in vacant facilities ✔ gained via e-commerce home Reduction in number of tenants by property Further distinction between online and
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