Notice Concerning the Acquisition of Property
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Translation Purposes Only December 18, 2019 To All Concerned Parties Name of REIT Issuer: Hulic Reit, Inc. 2-26-9 Hatchobori, Chuo-ku, Tokyo, Japan Eiji Tokita, Executive Officer (TSE Code: 3295) Contact: Asset Management Company Hulic Reit Management Co., Ltd. Eiji Tokita, President and CEO Kazuaki Chokki, Executive Managing Director, CFO, General Manager of Planning and Administration Division Tel: +81-3-6222-7250 Notice concerning the Acquisition of Property TOKYO, December 18, 2019 –Hulic Reit, Inc. (hereinafter referred to as “Hulic Reit”) hereby announces that Hulic Reit Management Co., Ltd. (hereinafter referred to as “Hulic Reit Management”), which is entrusted with the management of the assets of Hulic Reit, has today made the decision to acquire the properties (hereinafter referred to as the “Acquisition”) listed below (hereinafter individually or collectively referred to as the “Property”). Since the counterparty to the acquisition of the Property includes an Interested Person, etc. (defined below) of Hulic Reit Management, and is an interested party according to Hulic Reit Management’s Regulations on Transactions with Interested Parties, the necessary procedures stipulated in the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, as amended; hereinafter referred to as “Act”) and Hulic Reit Management’s internal policies (including Regulations on Transactions with Interested Parties) have been completed concerning the Acquisition. 1. Overview of the acquisition (1) (2) (3) (4) (5) (6) (7) Category Property name Location Assets planned for Anticipated Seller Presence of acquisition acquisition price intermediary (Millions of yen) (Note 1) Tokyo Commercial Property Real estate trust Hulic Asakusabashi Hulic Co., Office Taito-ku, Tokyo beneficiary rights 4,750 No Building Ltd. (Note 3) (Note 2) Hulic Ebisu Shibuya-ku, Real estate trust Hulic Co., Office 1,275 No Building Tokyo beneficiary rights Ltd. (Note 3) Total - - 6,025 - - (8) Acquisition decision date : December 18, 2019 (9) Date of purchase and sale agreement : December 18, 2019 (10) Anticipated acquisition date (Note 4) : December 20, 2019 (11) Payment date (Note 4) : December 20, 2019 (12) Acquisition funds : Borrowings (Note 5) and cash on hand (13) Settlement method : Full payment upon delivery 1 Notes: 1. “Anticipated acquisition price” does not include consumption or local taxes or the costs and expenses related to the acquisition. 2. The quasi-co-ownership interest in trust beneficiary rights with the land lease right as a trust asset based on a fixed- term land subleasehold agreement for building and business use is 50%. 3. Hulic Co., Ltd. is an Interested Person, etc. (as defined in Article 201 of the Act and Article 123 of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations (Cabinet Order No. 480 of 2000, as amended); the same shall apply hereinafter) of Hulic Reit Management, and is an interested party according to Hulic Reit Management’s Regulations on Transactions with Interested Parties. 4. The anticipated acquisition date and payment date are the dates stated in the relevant purchase and sale agreement. 5. For details, please refer to “Notice Concerning the Borrowing of Funds” announced today. 2. Reason for acquisition In accordance with the basic policies of Hulic Reit, the purpose of acquiring the Property is to improve the portfolio. Hulic Reit Management has assessed each property based on the following factors: ・Hulic Asakusabashi Building ① Characteristics of the location This property is located on the corner of an area in which many commercial shops are concentrated and is a one-minute walk from Asakusabashi Station on the JR Sobu line. This station is the closest to the property, but other train lines can also be used, including Asakusabashi Station on the Toei Subway Asakusa Line (a two- minute walk) and Bakurocho Station on the JR Sobu Main Line (a six-minute walk), and Tokyo station can be reached in about seven minutes from Asakusabashi Station using the JR lines. As such, the location has excellent proximity to the city center via train. The Asakusabashi area is next to Chiyoda ward, which includes the Akihabara neighborhood, as well as the Chuo ward, making this location a natural beneficiary of spillover demand for offices in both of these areas. Accordingly, we can expect a certain amount of demand as a business and commercial area. ② Characteristics of the property This property, completed in February 2013, is a multi-use building consisting primarily of offices. There are two below-ground floors and twelve floors above ground. The first floor consists of stores such as a convenience store, the second floor has a large multi-purpose hall, HULIC HALL, the third floor is conference rooms, HULIC CONFERENCE, and the fourth floor and above consist of offices. This property was developed as a public-private partnership (PPP) project in which Hulic Co., Ltd., Hulic Reit’s sponsor, rented the site of the former Fukui junior high school, owned by Taito ward, with a fifty-year lease, and built and operated facilities proposed by the private sector, including facilities designated by the ward (parking lots, multi-purpose spaces, and others). The building is medium-sized with a floor area of appoximately 19,179 ㎡ (approximately 5,800 tsubo). The building is in line with standard specifications demanded by recent tenants, with ceilings that are 2,800 mm high, 100 mm OA floors, an individual air-conditioning system, and floor weight capacity of 500 kg/㎡. There are many buildings in this zone that are older and have floor areas of around 1,000 tsubo, which makes this property stand out for its more recent construction and larger size. The rental units are uniform with a standard area of each floor at appoximately 1,103 ㎡ (approximately 334 tsubo) and are designed without pillars, giving the building a relatively efficient layout. The building is also consistent with tenants’ BCP as a damping structure has been adopted to ensure that the building can still function as offices in the event of a disaster. A wide range of environment-friendly technology 2 has been adopted, including a natural ventilation system and LED lighting in the office areas, the installation of solar power generators on the roof, light-shielding louvers at the openings along the external walls, and improved heat insulation in the external walls. This earned the building a five-star rating in the DBJ Green Building Certification as one of Japan’s best buildings in terms of environmental and social awareness. ・Hulic Ebisu Building ① Characteristics of the location This property is a six-minute walk from Ebisu Station on the JR Yamanote line and other train lines, and is located on a corner along Meiji Dori, lined with small- and medium-sized office buildings. Ebisu Station includes four train lines—the JR Yamanote Line, the JR Saikyo Line, the JR Shonan Shinjuku Line, and the Tokyo Metro Hibiya Line—which gives this location impressive transportation access. The Ebisu area in which this property is located is next to Shibuya, where IT companies are concentrated, Hiro-o, which is well known for its exclusive residential neighborhoods, and Daikanyama-cho, where luxury homes and apparel shops are located. This proximity suggests that this area will attract demand from a wide range of companies, primarily IT companies but also foreign-capital companies that prioritize the area’s image and a stable working environment. Demand in this area has been relatively solid due to the excellent image of this site and its convenient access to transportation access. ② Characteristics of the property This property is a seven-floor office building with shops, completed in February 1992. It is a small building with a floor area of appoximately 1,155 ㎡ (approximately 350 tsubo) and a standard area per floor of appoximately 159 ㎡ (approximately 48 tsubo). This is the most popular size for this zone, which has many small- and medium-sized buildings. The first floor has a shop and the second floor and above consists of offices. The rental units are uniform and the layout is also relatively efficient. The specifications are in line with general standards in this zone, with ceilings that are about 2,600 mm high, 70 mm OA floors, and an individual air-conditioning system. 3 3. Overview of the Properties ・Hulic Asakusabashi Building (Note 1) Specified assets category Real estate trust beneficiary rights Anticipated acquisition price 4,750 million yen Trustee Mizuho Trust & Banking Co., Ltd. Date trust initiated December 20, 2019 Expiration date of trust period December 31, 2029 Nearest station One-minute walk from Asakusabashi Station on JR Sobu Line Address (domicile) 1-22-16 Asakusabashi, Taito-ku, Tokyo Lot number 1-24-3 Asakusabashi, Taito-ku, Tokyo, and others Building-to-land ratio 100% (Note 2) Floor-area ratio 577.23% (Note 3) Land Zoning Commercial area Site area 2,912.30 m2 (Note 4) Leasehold interest (fixed term land lease right for business purpose prescribed Type of ownership in Article 23, Paragraph 1 of the Act on Land and Building Leases) (quasi-co- ownership interest of 50.0%) Completed February 2013 Structure S/SRC Number of floors 12F/B2 Use Offices, assembly hall, stores, parking lot, bicycle parking Building Total floor space 19,179.43 m2 (Note 5) Number of parking 53 spaces Type of ownership Proprietary ownership (quasi-co-ownership interest of 50.0%) Collateral None PM company Hulic Co., Ltd. (anticipated) (Note 6) Master lease company Hulic Co., Ltd. (anticipated) (Note 6) Appraisal value 4,970 million yen (Note 7) (Date of valuation) (November 1, 2019) Appraisal company The Tanizawa Sōgō Appraisal Co., Ltd. PML 2.94% (Note 8) Details of Tenant (Note 9) Total leased floor space 5,280.72m2 (Note 10) Total leasable floor space 5,280.72m2 (Note 10) Occupancy rate 100% Main tenant Not disclosed (Note 11) Total number of tenants 11 Total lease income (annualized) 354 million yen (Note 10) (Note 12) Lease and guarantee deposits 193 million yen (Note 10) (Note 13) ・Preferential negotiation rights for purchase of mutual quasi-co-ownership interests are granted to quasi-co-owners.