Notice Concerning Acquisition of Trust Beneficiary Interest in Domestic Real Estate
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August 25, 2017 For Immediate Release REIT Issuer: Daiwa House REIT Investment Corporation 2-4-8, Nagatacho, Chiyoda-ku, Tokyo Jiro Kawanishi, Executive Director (TSE Code: 8984) Asset Manager: Daiwa House Asset Management Co., Ltd. Koichi Tsuchida, President and CEO Inquiries: Haruto Tsukamoto, Director and CFO TEL. +81-3-3595-1265 Notice Concerning Acquisition of Trust Beneficiary Interest in Domestic Real Estate Daiwa House REIT Investment Corporation (“DHR”) hereby announces the decision made today by Daiwa House Asset Management Co., Ltd. (the “Asset Manager”), the asset manager to which DHR entrusts the management of its assets, to acquire the following asset (the “Asset Scheduled for Acquisition”) as described below. The decision related to transactions with an interested party, etc. as defined in the Act on Investment Trust and Investment Corporations (Act No. 198 of 1951, as amended, the “Investment Trust Act”) has been approved by the board of directors of DHR based on the Asset Manager’s voluntary rules concerning conflicts of interest. 1. Acquisition overview Anticipated Appraisal Anticipated acquisition Appraisal Property Real estate in trust Asset value Location date of Seller price NOI yield number (Property name) class (million yen) acquisition (million yen) (Note 3) (Note 2) (Note 1) Ome City, August 29, Daiwa House RM-008 FOLEO Ome Imai Retail 3,800 3,850 5.3% Tokyo 2017 Industry Co., Ltd. (Note 1) Excluding such amounts as expenses related to acquisition, amount equivalent to reimbursement of taxes and dues, etc., and amount equivalent to consumption taxes. (Note 2) Description is based on the appraisal value as of June 30, 2017. (Note 3) Appraisal NOI yield is calculated as NOI as estimated by the direct capitalization method in the appraisal report divided by the anticipated acquisition price. (1) Asset type : Trust beneficiary interest in real estate (2) Anticipated date of the sale : August 29, 2017 and purchase agreement (3) Acquisition funds : Cash reserves (4) Settlement method : Payment of entire amount upon transfer 2. Acquisition rationale Based on the targets and policies prescribed in DHR’s Articles of Incorporation, the Asset Manager decided the acquisition of the Asset Scheduled for Acquisition having deemed that the acquisition would generate stable revenue with a long-term lease agreement, expand the asset size, further increase the stability of cash flow through increased portfolio diversification and secure stable revenues in the long term. 3. Details of the Asset Scheduled for Acquisition Overview of leasing is based on information as of July 31, 2017. Property number Asset class Retail FOLEO Ome Imai RM-008 Type Mall type Anticipated Anticipated August 29, 2017 3,800 million yen date of acquisition acquisition price Overview of specified asset - 1 - Type of specified asset Trust beneficiary interest in real estate (Note 1) Trustee Sumitomo Mitsui Trust Bank, Limited Trust maturity date August 31, 2037 Lot number 3-10-9, Imai, Ome City, Tokyo Location Residence indication 3-10-9, Imai, Ome City, Tokyo Type of ownership Ownership and fixed-term land leasehold for business Land area 14,042.26 m2 Land Area classification Industrial district Building coverage ratio 60% (Note 2) FAR 200% Type of ownership Ownership Gross floor area 9,038.62 m2 Use Retail Building Structure Steel-frame building Number of floors 2F Date of construction May 15, 2017 Collateral None Overview of building condition evaluation Evaluation company Tokio Marine & Nichido Risk Consulting Co., Ltd. Urgent repair costs 0 thousand yen Evaluation date July 2017 Short-term repair costs 0 thousand yen PML 9.3% Long-term repair costs 31,736 thousand yen / 12 years Designer, structural designer, contractor, inspection agency Designer Daiwa House Industry Co., Ltd. Structural designer Daiwa House Industry Co., Ltd. Contractor Daiwa House Industry Co., Ltd. Inspection agency Japan Constructive Inspect Association Structural calculation evaluation agency - Overview of leasing Leasable area 8,637.91 m2 Number of tenants 1 (Note 3) Leased area 8,637.91 m2 Annual rent 257,640 thousand yen Tenant leasehold Occupancy rate 100.0% 434,570 thousand yen and security deposit Average remaining Average lease term 20.1 years 19.8 years (Note 4) lease term Master lease company Daiwa Information Service Co., Ltd. Master lease type Pass-through type Property management company Daiwa Information Service Co., Ltd. Lessee (1F) Belc CO., LTD. Contract form Fixed-term building lease agreement Contract period Not disclosed (Note 5) Leasing area of tenant 3,083.80 m2 (35.7%) (portion of leasable area) Rent revision Not disclosed (Note 5) Contract renewal No renewal; the contract will end upon expiration of the lease period. Early cancellation Not disclosed (Note 5) Lessee (1F) TSURUHA CO., LTD. Contract form Fixed-term building lease agreement Contract period From April 1, 2017 to June 7, 2037 Leasing area of tenant 933.22 m2 (10.8%) (portion of leasable area) - 2 - Rent revision Not disclosed (Note 5) Contract renewal No renewal; the contract will end upon expiration of the lease period. Early cancellation Not disclosed (Note 5) Lessee (2F) Yamada Denki Co., Ltd. Contract form Fixed-term building lease agreement Contract period From May 18, 2017 to June 8, 2037 Leasing area of tenant 4,620.89 m2 (53.5%) (portion of leasable area) Rent revision Contract renewal Not disclosed (Note 5) Early cancellation Special items Overview of the fixed-term land leasehold for business is as follows. Owner of the land: An individual Land leasehold period: Full 30 years from June 8, 2017 Land leasehold area: 1,963 m2 If the owner of the land intends to transfer the ownership of the land to third parties, the owner of the land is required to notify the lessee of the land in writing and in advance, and negotiate for transfer with the lessee of the land as a preferential negotiating partner for purchase. Property characteristics Location The property is located close to Ome Interchange of Metropolitan Inter-City Expressway (Ken-O Expressway) and surrounded by a mix of industrial area and residences where JR Ome Line is running on the west side and JR Hachiko Line on the east side. Located in an area where large scale retail facilities are concentrated, with other retail facilities nearby in similar business categories as well as retail facilities on the south side of the Ken-O Expressway, the property enjoys good access. The propery is easily accessible by car, as it faces a two lane road with a greenbelt central divider on the north side and Prefectural Route 181, a four lane road on the west side. Tenant composition The property is a retail complex with Belc (food supermarket) and Tsuruha (drugstore) on the first floor and Yamada Denki (electronics retailer) on the second floor. Customers can access to Yamada Denki through the entrance hall on the first floor. The property provides open parking spaces for 209 cars and rooftop parking spaces for 143 cars, sufficient for the size of the property. Trade area characteristics Population by trade area of the property is 11,000 for 1km, 98,000 for 3km and 208,000 for 5km, all remaining almost unchanged from the previous year. By age group, people in their 30’s account for the largest proportion followed by people in their 40’s who are second-generation baby boomers within 1km of the trade area, and accordingly many children reside in the area. This trade area would be an attractive market for food supermarkets and drugstores with a large number of young families in the area. Trade area population Distance from the property 1km trade area 3km trade area 5km trade area The population 11,247 98,468 207,721 2016 The number of households 4,594 44,448 93,182 The population 11,173 98,140 207,817 2015 The number of households 4,500 43,654 91,882 Source: Basic resident register (Note 1) DHR has agreed that, in the purchase agreement executed with the seller, the seller will transfer the property to the above trustee on the date of acquisition of this property and the trustee will transfer the trust beneficiary interest to DHR as of the same date. (Note 2) Although the building coverage ratio applied to this property is 60%, the ratio is set at 70% as a result of the application of corner lot mitigation. (Note 3) Number of tenants indicates the number of tenants for each property in trust based on the lease agreements or lease reservation agreements. Number of tenants enters the number of tenants as 1 if there is a master lease agreement or a planned master lease agreement concluded with the sublessee. (Note 4) The average remaining lease term as of the anticipated date of acquisition on August 29, 2017 is indicated. (Note 5) Not disclosed as consent for disclosure has not been obtained from the lessee. 4. Seller profile (1) Name Daiwa House Industry Co., Ltd. (2) Location 3-3-5, Umeda, Kita-ku, Osaka-shi, Osaka (3) Representative Naotake Ohno, President and COO - 3 - (4) Business activities General contractor (5) Capital 161,699 million yen (as of March 31, 2017) (6) Foundation date March 4, 1947 (7) Net assets 1,329,901 million yen (as of March 31, 2017) (8) Total assets 3,555,885 million yen (as of March 31, 2017) (9) Major shareholder and The Master Trust Bank of Japan, Ltd. (Trust) 6.48% shareholding ratio The Japan Trustee Services Bank, Ltd. (Trust) 4.92% (as of March 31, 2017) (10) Relationship with DHR and the Asset Manager The seller holds 11.0% of DHR’s investment units outstanding as of April 14, 2017. The seller also holds 100.0% of shares issued and outstanding of the Asset Capital relationship Manager as of today, and thus falls under the category of a related party, etc.