February 1, 2013
To All Concerned Parties Name of REIT Issuer: Nippon Building Fund, Inc. Tsutomu Nishikawa, Executive Director (TSE Code: 8951) Contact: Asset Management Company Nippon Building Fund Management, Ltd. Kenichi Tanaka, President and CEO Person to Contact:Yasushi Akimoto, CIO (TEL. +81-3-6259-8681)
Notice of Acquisition and Transfer of Assets (Acquisition of “Celestine Shiba Mitsui Bldg.” and three other properties, and transfer (sale) of “NBF Nihonbashi Muromachi Center Bldg. (50% quasi co-ownership)”)
Nippon Building Fund, Inc. (“NBF”) hereby provides notice of its decision on January 7, 2013 concerning the acquisition and transfer (sale) of assets (“Transactions”) as follows:
Description
1 Summary of Transactions
(1) Outline of Acquired Assets
Acquired assets; names of assets; acquisition prices NO. Acquired Assets Name of Assets Acquisition Price (each, the “Property”) (*1) I. Real Property Celestine Shiba Mitsui Bldg. ¥22,500,000,000 II. 〃 Gate City Ohsaki (Additional Acquisition) ¥15,550,000,000 III. 〃 Shinbashi M-SQUARE ¥11,900,000,000 IV. Beneficiary interests in trust assets comprised Sumitomo Mitsui Banking Nagoya Bldg. ¥14,900,000,000 mainly of real estate Total ¥64,850,000,000 *1 Miscellaneous acquisition costs, adjusted amount of fixed assets tax, city-planning tax and consumption tax etc. are not included in this amount.
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 1 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
(2) Outline of Transferred Assets
1) Transferred assets; name of transferred assets; sale price Transferred Assets Name of Transferred Assets Sale Price (*2) Quasi co-ownership of beneficiary interests in trust NBF Nihonbashi Muromachi Center Bldg. ¥14,100,000,000 assets comprised mainly of real (50% quasi co-ownership) estate *2 the adjusted amount of fixed assets tax and city-planning tax, as well as consumption tax etc. are not included in this amount. 2) Book value: ¥12,031,277,418 (as of December 31, 2012, expected value) 3) Difference between sale price and book value: ¥2,068,722,582 (“Sale price” minus “book value” as stated above) The above figures are for reference only and based on the book value as of December 31, 2012 (expected value), which may differ from the actual figures at the time of transfer.
(3) Counterparties to Transactions; dates of contracts; dates of transfer Date of Transfer Counterparty (*3) Date of Contract (expected) I. May 31, 2013 II. Mitsui Fudosan Co., Ltd. March 22, 2013 Acquisition III. January 7, 2013 February 1, 2013 IV. Daisetsu Properties Godo February 1, 2013 Kaisha (LLC) Transfer (sale) Mitsui Fudosan Co., Ltd. January 7, 2013 May 31, 2013 *3 Please see “5. Outline of Counterparties to Transactions” below for more details.
(4) Acquisition funds; intermediaries; method of settlement Acquisition funds Intermediary Method of Settlement I. Funds procured by means of II. an issue of new investment Acquisition Lump-sum payment at III. shares, borrowings and N/A the time of delivery IV. existing capital Transfer (sale) ―
(5) Outline of forward commitment etc. With respect to the acquired assets under Nos. I. and II. as well as the transferred assets above, said acquisitions and sale constitute forward commitments etc. (e.g. payment and delivery is to be made one or more month following the date of each contract). It is agreed that in the event of the termination of a contract due to a breach by NBF of its contractual obligations, NBF must pay to the relevant counterparty a penalty equivalent to 20% of the acquisition or sale price.
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 2 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
2 Points of Transactions NBF decided to acquire the following four Properties and to sell the NBF Nihonbashi Muromachi Center Bldg. (50% quasi co-ownership) in accordance with the asset management objectives and policies set forth in its Articles of Incorporation. The asset management company “NBFM” considers that the Transactions will contribute to the enhancement of NBF’s portfolio, and expects the following effects: (i) expanding the size of assets; (ii) increasing rental NOI (cash flow); (iii) improving rental NOI yield; (iv) rejuvenating the portfolio; (v) diversifying tenants; and (vi) enjoying profits on sale.
[Acquired Assets] (i) Acquisition price (ii) Rental NOI Rental NOI Yield Years after Number of (in million yen) (*1) ((ii)/(i)) construction tenants (in million yen) (*2) (*3) (years) I. 22,500 1,058 4.70% 10.4 1 (7) II. 15,550 695 4.48% 13.7 1 (74) III. 11,900 499 4.20% 0.9 7 IV. 14,900 850 5.71% 11.4 12 Total 64,850 3,105 4.79% 9.7 20 (26)
[Transferred Assets] (i) Transfer (sale) price (ii) Rental NOI Rental NOI Yield Years after Number of (in million yen) (*4) ((ii)/(i)) construction tenants (in million yen) (*2) (years) 14,100 604 4.29% 25.9 14
(*1) Rental NOI is calculated as follows (annual amount): “Rental NOI” = (estimated profits from property leasing activities) – (estimated expenses of property leasing activities before estimated depreciation and amortization) ＊ Estimated profits from property leasing activities are based on materials received from the sellers referring to data as of September 30, 2012; provided, however, that the calculations are made on the assumption of an occupancy rate of 97% for I. through III., and 95% for IV. (97% for the retail stores portion only). As for I., the calculation is made based on the figures of existing contracts as of September 30, 2012. ＊ Estimated expenses of property leasing activities before estimated depreciation and amortization are calculated by taking into consideration actual results and various information (such as contents etc. of trust agreements, office management agreements, building management service contracts, engineering reports and casualty insurance agreements). (*2) Years after construction represent the figures as of September 30, 2012. (*3) The numbers of tenants in parentheses represents that number after taking master leases into
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 3 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
consideration. As for II., since it is an additional acquisition of an already-owned property, the number of tenants is not included in the total. (*4) Rental NOI for the transferred assets is calculated based on the results in the 21st and 22nd periods of the transferred portion (50%) of the (entire) NBF Nihonbashi Muromachi Center Bldg.
3 Transfer (sale) of NBF Nihonbashi Muromachi Center Bldg. (50% quasi co-ownership) Mitsui Fudosan Co., Ltd. expressed its interest in purchasing the NBF Nihonbashi Muromachi Center Bldg. owned by NBF. As the parties agreed upon a price higher than the level of its appraisal value, NBF decided to sell its 50% quasi co-ownership interests in said property after taking into consideration the level of cash distribution etc. for the 24th period. Profits from the transfer are expected to be ¥2,062 million, ¥1,168 million of which is to be internally retained. NBF intends to utilize said retained amount for future stable management and stable distributions.
Transfer (sale) of NBF Nihonbashi Muromachi Center Bldg. (50% quasi co-ownership)
Anticipated Amount Amount (in million yen) Management Policy for Internally Retained Amount Transfer price 14,100 Profits from transfer 2,062 Utilized for future stable management and stable Internally retained amount (1,168) distributions Appraisal value 12,700
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 4 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
4 Outline of Assets
(1) Outline of Acquired Assets
I. Celestine Shiba Mitsui Bldg.
1) Valuation of the Property (i) Location The Property is located in the area of Shiba, Minato-ku, of the Tokyo CBDs, has excellent access to various Tokyo central areas by utilizing several lines, such as from the “Shiba-Koen” station of the Toei Mita-line, the “Mita” station of the Toei Mita and Asakusa-lines, the “Tamachi” station of JR Yamanote and Keihin Tohoku lines, and the “Akabanebashi” station of the Toei Oedo-line etc. (ii) Building and Facilities etc The building of the Property is a large-scale office building located in central Tokyo, integrated with a hotel with impressive first-class exteriors and entrances etc., a standard floor of which has office space with high-spec functions such as an exclusive area of approximately 755 tsubo (2,494.30m2), a ceiling height of 2,800mm, and a 100mm sub-floor cavity for OA connection.
2) Type of Specified Assets Real Property
3) Location (Description in Real Property Registry) Land: 51-ban, Shiba 3-chome, Minato-ku, Tokyo Building: 51-banchi, Shiba 3-chome, Minato-ku, Tokyo (Street Address) 23-1, Shiba 3-chome, Minato-ku, Tokyo
4) Use (primary use listed in Real Property Registry) Offices, retail stores and a hotel
5) Type of Ownership (i) Land: 4,748,076/10,000,000 (approximately 47.48%) of total rights to use land located at 51-ban (7,679.46 m2) (ii)Building: 60% of co-ownership of condominium interests in the 1st and 3rd floors, as well as condominium interests in the 4th through 9th floors (equivalent to 60% of the exclusive area of the office and stores portion (excluding the hotel portion), 47.48% of the exclusive area of the entire building)
6) Square meters (Description in Real Property Registry) (i) Land: site area: 7,679.46m2 (entire site) (ii) Building: total floor space: 59,918.71m2 (entire building)
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 5 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
7) Structure (Description in Real Property Registry) Steel frame and steel reinforced concrete structure, flat roof, 17 floors above ground and 2 floors below ground
8) Completion (Description in Real Property Registry) April 1, 2002
9) Design and Construction Design: Nihon Sekkei Inc. Construction: Kajima Corporation
10) Appraisal Valuation prepared by Daiwa Real Estate Appraisal Co., Ltd. ・Appraisal Value: ¥22,500,000,000 ・Date of Valuation: December 1, 2012 ・Summary of Valuation Item Value Profit price ¥22,500,000,000 Price based on direct capitalization method ¥22,800,000,000 Net revenue ¥1,024,240,000 Cap rate 4.5% Price based on DCF method ¥22,400,000,000 Discount rate 4.3% Terminal cap rate 4.7% Integration value ¥19,200,000,000 Percentage for land 73.3% Percentage for building 26.7%
11) Earthquake PML 1.9% (obtained from the Engineering Report prepared by Engineering & Risk Services Corporation)
12) Existence of Secured Interests (liens) None.
13) Tenancy Situation etc. (Tenancy situation as of November 30, 2012) The Property will, after acquisition, be leased in its entirety to Mitsui Fudosan Co., Ltd., which will sub-lease the property to its sub-lessees. The tenant of the Property will consist of a single company: Mitsui Fudosan Co., Ltd. As for the portion of the Celestine Shiba Mitsui Building (the entire building) comprised of the Property, condominium interests in the Property and other rentable floors from the 1st through 13th floors in the office and stores portion (rentable floors except for the hotel portion (the 1st underground level, the 1st floor and the 14th through 17th floors)) is owned by NBF and another owner, Mitsui Fudosan Co., Ltd., and said portion will be unitarily managed by NBF jointly with Mitsui Fudosan Co., Ltd. (rental revenues and rentals costs are to be unitarily received and borne by such owners in proportion to their respective operating rights in such unitary
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 6 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
management scheme regardless of the locations subject to such condominium interests). The proportion of NBF’s operating rights in such unitary management scheme represents 60% of the total.
The tenancy situation of the portion subject to unitary management as of November 30, 2012 is as follows (based on materials received from Mitsui Fudosan Co., Ltd.) Total number and summary of lessees: 8 companies (6 general business companies and 2 shops) Total rental revenues: ¥1,526 million/year (rent received by NBF from Mitsui Fudosan Co., Ltd.) Total rentable area: 16,915.34m2 (28,192.23m2 (the entire area subject to unitary management) x 60% (proportion of NBF’s operating rights in unitary management)) Total leased area: 16,915.34m2 (28,192.23m2 (the entire area subject to unitary management) x 60% (proportion of NBF’s operating rights in unitary management)) Occupancy Rate: 100% Total lease deposit amount: ¥1,462 million
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 7 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
II. Gate City Ohsaki (Additional Acquisition)
1) Valuation of the Property (i) Location As the Property is located in Osaki, Shinagawa-ku, of the Tokyo CBDs, and directly connects to the “Osaki” station via pedestrian walkways where the JR Yamanote, Saikyo, Shonan-Shinjuku, and Rinkai lines are accessible, it has excellent visibility and convenience of transportation. Thanks to the redevelopment project undertaken in the areas surrounding the Osaki station, its potential as a business area has been enhanced due to concentration of businesses.
(ii) Building and Facilities etc The Property is a large-scale, redeveloped complex consisting of the West and East Towers (office buildings), commercial facilities mainly containing restaurants, cultural facilities such as rental halls and rental rooms etc., completed in 1999 as part of a Class One Urban Redevelopment Project in the 2nd district of the Osaki Station East Entrance. It is also highly competitive with high-spec functions such as a standard exclusive floor area between approximately 859 tsubo (approximately 2,840m2) and 1,236 tsubo (approximately 4,086m2), a ceiling height of 2,650mm and a 100mm sub-floor cavity for OA connection etc.
2) Type of Specified Assets Real Property
3) Location (Description in Real Property Registry) Land: 500-ban 1, Osaki 1-chome, Shinagawa-ku, Tokyo Building: 500-banchi 1, Osaki 1-chome, Shinagawa-ku, Tokyo (Street Address) 11-1, 2, 6, Osaki 1-chome, Shinagawa-ku, Tokyo
4) Use (primary use listed in Real Property Registry) Offices and shops
5) Type of Ownership (i) Land: 7,008,296 / 100,000,000 (approximately 7.01%) of total rights to use land located at 500-ban, 1 (42,476.01m2) (together with the already-owned portion, approximately 24.77% of total rights to use such land, and ownership of land located at 500-ban, 2 (33.30m2)) (ii) Building: co-ownership interests in condominium interests in the 5th, 6th and 16th floors of the West Tower, as well as the 1st and 18th floors of the East Tower, and co-ownership interests in the retail stores section (the ratio of the exclusively owned area of approximately 7.49% of the offices and stores sections, approximately 25.98% together with the already-owned portion)
6) Square meters (Description in Real Property Registry) (i) Land: site area: 42,509.31m2 (entire site) (ii) Building: total floor space: 287,349.75m2 (entire building)
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 8 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
7) Structure (Description in Real Property Registry) Steel framed, steel reinforced concrete and steel framed reinforced concrete structure, flat roof, 24 floors above ground and 4 floors below ground
8) Completion (Description in Real Property Registry) January 6, 1999
9) Design and Construction Design: Nikken Sekkei Ltd. Construction: West construction area: consortium consisting of Taisei, Kumagaya, Shimizu, Takenaka, Tokyu and Ando construction companies East construction area: consortium consisting of Kajima, Mitsui, Toda, Maeda Kogyo and Sumitomo construction companies
10) Appraisal Valuation prepared by Daiwa Real Estate Appraisal Co., Ltd. ・Appraisal Value: ¥15,600,000,000 ・Date of Valuation: December 1, 2012 ・Summary of Valuation Item Value Profit price ¥15,600,000,000 Price based on direct capitalization method ¥15,700,000,000 Net revenue ¥677,169,000 Cap rate 4.3% Price based on DCF method ¥15,500,000,000 Discount rate 4.1% Terminal cap rate 4.5% Integration value ¥14,100,000,000 Percentage for land 72.5% Percentage for building 27.5%
11) Earthquake PML 1.5% (obtained from the Engineering Report prepared by Engineering & Risk Services Corporation)
12) Existence of Secured Interests (liens) None.
13) Tenancy Situation etc. (Tenancy situation as of November 30, 2012) The sole lessee of the Property is Mitsui Fudosan Co., Ltd. Mitsui Fudosan Co., Ltd. sub-leases the Property to sub-lessees. Total number and summary of lessees: 74 companies (36 general business companies, 7 financial institutions, 29 stores, and 4 clinics including 2 sub-lessees both in the offices and stores sections) Total rental revenues: ¥835 million/year The portion of the office buildings to be acquired by NBF is included in a joint management
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 9 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
portion, and NBF will receive rental revenues in proportion to its rights and common area charges in proportion to its equity in the area to the total rental revenues and common area charges that accrue from such joint management portion. The abovesaid amount is the total rental revenues paid by the lessee (Mitsui Fudosan Co., Ltd.) to NBF after deducting a certain percentage amount from the amount received by the lessee from such sub-lessees. Total rentable area: 11,920.65m2 (total rentable area of the portion of the condominium interests which are to be acquired) Total leased area: 11,775.67m2 (total leased area of the portion of the condominium interests which are to be acquired) Occupancy Rate: 98.8% Total lease deposit amount: ¥806 million
14) Miscellaneous As the land underlying the Property was originally used for factories, a soil investigation was conducted for the purposes of disposition of surplus soil during the construction. As a result of this investigation, it was found that a part of the land did not comply with the reference levels defined under the “Standards for disposal of soil contaminated by heavy metal in connection with acquisition of publicly-owned land (the Tokyo Environment Protection Bureau)” etc., and such soil was appropriately removed and delivered to a repository away from the land. Moreover, NBF has confirmed with Engineering & Risk Services Corporation that, since the land is covered by buildings, asphalt tiles and plants, no threatened impacts on human health are recognized as long as the present management and use of the land continues.
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 10 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
III. Shinbashi M-SQUARE
1) Valuation of the Property (i) Location The Property is a newly built office building located in Minato-ku, the business hub of central Tokyo. It has convenient access to several lines and several stations such as the “Shinbashi” station of the Tokyo Metro Ginza-line, the JR Tokaido main line, the Yamanote and Keihin-Tohoku lines, the Yurikamome line, the “Shiodome” station of the Toei Oedo-line, and the “Uchisaiwaicho” station of the Toei Mita-line etc. (ii) Building and Facilities etc The building of the Property is characterized by the impressive form of its façade, giving an impression of sophisticated massiveness and a subdued atmosphere, has common areas such as a bright entrance facing Sotobori-dori, and is highly competitive with high-spec functions such as a ceiling height of 2,750mm, a 100mm sub-floor cavity for OA connection and so forth.
2) Type of Specified Assets Real Property ※ For a part of the land, beneficiary interests in trust assets comprised mainly of real estate will be acquired from the seller, and the relevant trust agreement will be terminated as of the same date.
3) Location (Description in Real Property Registry) Land: 8-ban 1, 8-ban 2, 8-ban 3, 8-ban 4, 8-ban 6,. 8-ban 12, 8-ban 13, 8-ban 16, 8-ban 17, 8-ban 18, Shinbashi 1-chome, Minato-ku, Tokyo Building: 8-banchi 3, 8-banchi 1, 8-banchi 2, 8-banchi 4, 8-banchi 6,. 8-banchi 12, 8-banchi 13, 8-banchi 16, 8-banchi 17, 8-banchi 18, Shinbashi 1-chome, Minato-ku, Tokyo (Street Address) 10-6, Shinbashi 1-chome, Minato-ku, Tokyo
4) Use (Description in Real Property Registry) Offices and banks
5) Type of Ownership (i) Land: 100% ownership (ii) Building: 100% ownership
6) Square meters (Description in Real Property Registry) (i) Land: site area: 920.55m2 (ii) Building: total floor space: 7,259.01m2
7) Structure (Description in Real Property Registry) Steel frame and steel framed reinforced concrete structure, flat roof, 11 floors above ground and 1 floor below ground
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 11 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
8) Completion (Description in Real Property Registry) October 31, 2011
9) Design and Construction Design: MHS Planners, Architects & Engineers Ltd. Construction: Maeda Corporation
10) Appraisal Valuation prepared by Daiwa Real Estate Appraisal Co., Ltd. ・Appraisal Value: ¥11,900,000,000 ・Date of Valuation: December 1, 2012 ・Summary of Valuation Item Value Profit price ¥11,900,000,000 Price based on direct capitalization method ¥11,900,000,000 Net revenue ¥489,197,000 Cap rate 4.1% Price based on DCF method ¥11,900,000,000 Discount rate 3.9% Terminal cap rate 4.3% Integration value ¥8,940,000,000 Percentage for land 76.4% Percentage for building 23.6%
11) Earthquake PML 2.6% (obtained from the Engineering Report prepared by Engineering & Risk Services Corporation)
12) Existence of Secured Interests (liens) None.
13) Tenancy Situation etc. (Tenancy situation as of November 30, 2012) Total number and summary of lessees: 7 companies (6 general business companies and 1 financial institution) Total rental revenues: ¥665 million/year Total rentable area: 5,391.82m2 Total leased area: 5,391.82m2 Occupancy Rate: 100% Total lease deposit amount: ¥665 million
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 12 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
IV. Sumitomo Mitsui Banking Nagoya Bldg.
1) Valuation of the Property (i) Location The building of the Property is a large-scale office building completed in 2001 through rebuilding of the former Sumitomo Bank Nagoya Bldg. constructed in 1926. The Fushimi area where the Property is located is in the middle of Meieki (Nagoya Ekimae) and Sakae, historically recognized as a business concentration of Nagoya. It is highly visible from three directions, facing Hirokoji-dori, Nishiki-dori and Nagashimacho-dori, and has convenient access being two minutes’ walk from the “Fushimi” station of the Higashiyama and Tsurumai subway lines.
(ii) Building and Facilities etc. The building of the Property is a large-scale office building completed in 2001, and is highly competitive with high-spec functions such as a standard floor area of approximately 300 tsubo (995m2), individual air-conditioning systems, a 100mm sub-floor cavity for OA connection, a ceiling height of 2,700mm and so forth.
2) Type of Specified Assets Beneficiary interests in trust assets comprised mainly of real estate
3) Location (Description in Real Property Registry) Land: 1804-ban 11, 1804-ban 12, 1805-ban, 1806-ban, Nishiki 2-chome, Naka-ku, Nagoya, Aichi Building: 1806-banchi, 1804-banchi 11, 1804-banchi 12, 1805-banchi, Nishiki 2-chome, Naka-ku, Nagoya, Aichi (Street Address) 18-19, Nishiki 2-chome, Naka-ku, Nagoya, Aichi
4) Use (primary use listed in Real Property Registry) Offices and shops
5) Type of Ownership (i) Land: 100% Ownership (ii) Building: 100% Ownership
6) Square meters (Description in Real Property Registry) (i) Land: site area: 3,181.60m2 (ii) Building: total floor space: 27,661.97m2 (entire building)
7) Structure (Description in Real Property Registry) Steel framed reinforced concrete and steel frame structure, flat roof, 16 floors above ground and 2 floors below ground
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 13 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
8) Completion (Description in Real Property Registry) April 27, 2001
9) Design and Construction Design: Nikken Sekkei Ltd Construction: a consortium consisting of Kajima, Kumagai, Konoike, Asanuma, Sumitomo, Yahagi and JR Tokai
10) Appraisal Valuation prepared by Daiwa Real Estate Appraisal Co., Ltd. ・Appraisal Value: ¥14,900,000,000 ・Date of Valuation: December 1, 2012 ・Summary of Valuation Item Value Profit price ¥14,900,000,000 Price based on direct capitalization method ¥15,000,000,000 Net revenue ¥782,348,000 Cap rate 5.2% Price based on DCF method ¥14,900,000,000 Discount rate 5.0% Terminal cap rate 5.4% Integration value ¥13,200,000,000 Percentage for land 59.5% Percentage for building 40.5%
11) Earthquake PML 3.8% (obtained from the Engineering Report prepared by Engineering & Risk Services Corporation)
12) Existence of Secured Interests (liens) None.
13) Tenancy Situation etc. (Tenancy situation as of November 30, 2012) Total number and summary of lessees: 12 companies (6 general business companies, 3 financial institutions and 3 shops) Total rental revenues: ¥1,215 million/year Total rentable area: 17,658.24m2 Total leased area: 17,658.24m2 Occupancy Rate: 100% Total lease deposit amount: ¥1,070 million
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 14 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
(2) Outline of Transferred Assets Quasi co-ownership of beneficiary interests in trust assets comprised Type of Specified Assets mainly of real estate Location 2-15, Nihonbashi-muromachi 3-chome, Chuo-ku, Tokyo (Street Address) Area 3,097.74m2 ((A)1,590.07m2 and (B)1,507.67m2) Zoning Commercial district Land Type of Quasi co-ownership (50%) of beneficiary interests in trust assets Ownership consisting of 100% ownership Steel framed reinforced concrete structure, flat roof, 12 floors above Structure ground and 1 floor below ground Total floor 23,019.01m2（entire site） space Quasi co-ownership (50%) of beneficiary interests in trust assets Type of consisting of ownership interests in (A) and (B) stated in “Owned floors, Ownership floor area and use etc.” below Completion October 31, 1986 Building (A)100% condominium interests (in the office portion of 7,755.94m2 on the 6th through 12th floors) and 45.11% co-ownership interests of Owned condominium interests (in the parking area of 1,141.83m2 on the 1st floors, underground level) floor area (B)100% condominium interests (in the bank and office portion of and use etc. 7,994.75m2 on the 1st through 6th floors) and 54.89% co-ownership interests of condominium interests (in the parking area of 1,141.83m2 on the 1st underground level) (A) May 23, 2001 Date of Acquisition (B) December 24, 2004 converted into 50% quasi co-ownership interests Acquisition Price (total) (A) ¥4,972,500,000（ ¥9,945,000,000 (total) ×50%） (B) ¥7,000,000,000（¥14,000,000,000 (total) ×50%） Appraisal ¥12,700,000,000 Value Date of Appraisal December 1, 2012 Valuation Valuation The Tanizawa Sogo Appraisal Co., Ltd. by: Total number and summary of lessees: 14 companies (13 general business companies and 1 financial institution) Total rental revenues: ¥780 million/year (¥1,560 million (total rental revenues from the entire Property) x 50% Tenancy Situation etc. (proportion of quasi co-ownership interests) (Tenancy situation as of Total rentable area: 8,154.22m2 2 November 30, 2012) (16,308.43.48m (total rentable area of the entire Property) × 50% (proportion of quasi co-ownership interests) Total leased area: 8,154.22m2 (16,308.43.48m2 (total leased area of the entire Property) × 50% (proportion of quasi co-ownership interests)
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 15 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
Occupancy Rate: 100% Total lease deposit amount: ¥777 million (¥1,554 million (total lease deposit from the entire Property) x 50% (proportion of quasi co-ownership interests)
5. Outline of Counterparties to Transactions (as of December 31, 2012)
Mitsui Fudosan Co., Ltd. (Counterparty to Transactions I, II and III, and Transferred Assets) 1. Name Mitsui Fudosan Co., Ltd. 2. Location 1-1, Nihonbashi-Muromachi 2-chome, Chuo-ku, Tokyo 3. Name and Title of Masanobu Komoda, President and Chief Executive Officer Representative 4. Description of Business Real estate business 5. Capital ¥174,296 million (as of September 30, 2012) 6. Date of Establishment July 15, 1941 7. Relations with NBF/NBFM shareholder of NBFM (43% equity interest) Capital Relationship owns 21,815 shares of NBF (as of June 30, 2012) Personnel Relationship certain personnel seconded to NBFM contractor of office management services; provider of tenant Business Relationship attracting services; broker for real property sale and purchase etc.; lessee of real property owned by NBF etc. does not fall under the category of related parties of NBF; Related parties a parent of NBFM, falling under the category of its related parties.
Daisetsu Properties Godo Kaisha (LLC) (Counterparty to Transaction IV) 1. Name Daisetsu Properties Godo Kaisha (LLC) 2. Location 1-20, Nihonbashi-Muromachi 3-chome, Chuo-ku, Tokyo 3. Basis for Establishment etc a corporation established based on the Companies Act 4. Objectives 1) acquisition, ownership, lease, management, operation and disposition of real property; 2) acquisition, ownership and disposition of real property trust beneficiary interests; and 3) any business ancillary or related to any of the above businesses 5. Date of Establishment February 16, 2007 6. Capital ¥2.1 million 7. Outline of Investors and The seller is a Godo Kaisha (LLC) whose entire share capital is Investment Ratio subscribed to by Mitsui Fudosan Co., Ltd. which falls under the category of Interested Parties etc. of NBFM as defined under the Investment Trust Act. 8. Matters Concerning Representative member: Daisetsu Holdings (a general Members incorporated association) Executive Officer: Akira Sugai 9. Relations with NBF/NBFM While the seller does not fall under the category of Interested
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 16 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
Parties etc. of NBFM under the Investment Trust Act, since Mitsui Fudosan Co., Ltd., which falls under the category of Interested Parties etc. of NBFM, has subscribed to the entire share capital of the seller and provides asset management services, the current Transaction is being treated as a transaction with Interested Parties etc. in accordance with the internal rules of NBFM.
6. Status of Owners etc. of the Properties
Name of Status of Owners etc. of the Properties Assets Previous Owner (seller) Earlier Previous Owner I. K.K. Kokusai Kanko Celestine Kaikan Corporate Name/Name Mitsui Fudosan Co., Ltd. Shiba Mitsui (Current Name: K.K. Bldg. Celestine Hotel) falls under the category of falls under the category Relationship with a Interested Parties etc. of of Interested Parties specially interested party NBFM etc. of NBFM succeeded to building History/Reason etc. for business of the previous new construction acquisition owner through absorption-type split not disclosed as the previous Acquisition Price ― owner owned the same for more than one year Date of Acquisition July 2, 2007 April 22, 2002 II. not disclosed due to Gate City the fact that the Ohsaki Corporate Name/Name Mitsui Fudosan Co., Ltd. previous owner’s (Additional consent to disclosure Acquisition) has not been obtained does not fall under the falls under the category of Relationship with a category of any Interested Parties etc. of specially interested party specially NBFM interested party
History/Reason etc. for acquired for the purpose of ― acquisition investment management
The additionally acquired portion includes a certain portion which the previous Acquisition Price owner owned for less than ― one full year. However, the previous owner is not disclosed as no consent to
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 17 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
such disclosure has been obtained. Upon acquisition of the Property, no brokerage fee is to be paid to any specially interested party. December 27, 2005 March 27, 2006 July 20, 2006 November 28, 2006 Date of Acquisition December 20, 2006 ― February 23, 2007 March 29, 2007 January 31, 2008 March 27, 2012 III. Corporate Name/Name Mitsui Fudosan Co., Ltd. Shinbashi falls under the category of Relationship with a M-SQUARE Interested Parties etc. of specially interested party NBFM History/Reason etc. for N/A new construction acquisition Acquisition Price ― October 31, 2011 Date of Acquisition (new construction) IV. not disclosed due to Sumitomo the fact that the Daisetsu Properties Godo Mitsui Corporate Name/Name previous owner’s Kaisha (LLC) Banking consent to disclosure Nagoya Bldg. has not been obtained falls under the category of does not fall under the Relationship with a Interested Parties etc. of category of any specially interested party NBFM based on its internal specially rules interested party History/Reason etc. for acquired for the purpose of ― acquisition investment management not disclosed as the previous Acquisition Price ― owner owned the same for more than one year
Date of Acquisition August 31, 2007 ―
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 18 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
7. Forecasted Management Situation for the period ending June 30, 2013 For information on the impact of the current acquisition and sale of the Properties upon NBF’s management situation during the period ending June 30, 2013, please see the “Notice Concerning Revision of Forecasted Management Situation for the Period ending June 30, 2013 and Forecast of Management Situation for the Period ending December 31, 2013” of the same date hereof.
End
This English language notice is a translation of the Japanese language notice dated January 7, 2013 and was prepared solely for the convenience of, and reference by, overseas investors. Neither NBF nor NBFM makes any warranties as to its accuracy or completeness.
【Reference Material 2】 Summary of Portfolio after Acquisition of the 4 Properties
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 19 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
【Reference Material 1】 Exterior Photos and Floor Plans of the 4 Properties to be Acquired
I. Celestine Shiba Mitsui Bldg.: Exterior Appearance of the Property
I. Celestine Shiba Mitsui Bldg.: Standard Floor Plan of the Property
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 20 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
II. Gate City Ohsaki (Additional Acquisition): Exterior Appearance of the Property
II. Gate City Ohsaki (Additional Acquisition): Standard Floor Plan of the Property
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 21 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
III. Shinbashi M-SQUARE (Additional Acquisition): Exterior Appearance of the Property
III. Shinbashi M-SQUARE (Additional Acquisition): Standard Floor Plan of the Property
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 22 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
IV. Sumitomo Mitsui Banking Nagoya Bldg.: Exterior Appearance of the Property
IV. Sumitomo Mitsui Banking Nagoya Bldg.: Standard Floor Plan of the Property
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 23 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares
【Reference Material 2】 Summary of Portfolio after Acquisition of the 4 Properties
Value (Real Estate Acquisition Price Percentage of Appraisal Value) Area Name of Building (\ in thousands) Percentage each area (\ in thousands) (Note 1) (Note 2) NBF Hibiya Bldg. 63,500,000 6.52% 54,600,000 Gate City Ohsaki 41,731,060 4.28% 40,900,000 Gate City Ohsaki (Additional Acquisition) (Note 3) 15,550,000 1.60% 15,600,000 Nishi-Shinjuku Mitsui Bldg. 45,002,198 4.62% 44,100,000 Nishi-Shinjuku Mitsui Bldg. (Additional Acquisition) (Note 4) 8,250 0.00% 13,400 Mitsubishi Heavy Industries Head Office Bldg. 36,300,000 3.72% 39,300,000 Shiba NBF Tower 32,000,000 3.28% 25,800,000 NBF Platinum Tower 31,000,000 3.18% 51,400,000 NBF Minami-Aoyama Bldg. 31,000,000 3.18% 16,900,000 NBF COMODIO Shiodome (Note 5) 28,800,000 2.96% 30,600,000 Toranomon Kotohira Tower 24,543,000 2.52% 30,700,000 Nakameguro GT Tower 23,856,000 2.45% 20,400,000 Celestine Shiba Mitsui Bldg. (Note 6) 22,500,000 2.31% 22,500,000 Mitsuiseimei Ochanomizu Bldg. 20,840,000 2.14% 12,300,000 NBF Ginza Street Bldg. 17,000,000 1.74% 14,500,000 Shinjuku Mitsui Bldg. No.2 16,285,400 1.67% 14,700,000 GSK Bldg. 15,616,000 1.60% 20,900,000 River City M-SQUARE 13,350,000 1.37% 13,800,000 NBF Toranomon Bldg. 13,337,000 1.37% 16,600,000 Tokyo CBDs Kowa Nishi-Shinbashi Bldg. B 13,217,000 1.36% 66.1% 15,700,000 NBF Shinkawa Bldg. 12,614,118 1.29% 13,340,000 NBF Nihonbashi Muromachi Center Bldg. (Note 7) 11,972,500 1.23% 12,700,000 Shinbashi M-SQUARE (Note 8) 11,900,000 1.22% 11,900,000 NBF Alliance 9,126,000 0.94% 10,200,000 Yotsuya Medical Bldg. 8,800,000 0.90% 7,430,000 Shibuya Garden Front 8,700,000 0.89% 13,800,000 Higashi Gotanda Square 8,350,000 0.86% 8,350,000 NBF Shibuya East 8,000,000 0.82% 6,490,000 NBF Shibakouen Bldg. 6,770,000 0.69% 8,170,000 NBF Takanawa Bldg. 6,667,200 0.68% 7,670,000 NBF Akasaka Sanno Square 6,250,000 0.64% 6,490,000 NBF Shibakouen Daimon Street Bldg. 6,100,000 0.63% 4,320,000 Sumitomo Densetsu Bldg. 5,365,000 0.55% 4,930,000 NBF Higashi-Ginza Square 5,200,000 0.53% 7,220,000 NBF Ogawamachi Bldg. 4,940,000 0.51% 5,540,000 Nihonbashi Kabuto-cho M-SQUARE 4,850,000 0.50% 4,870,000 NBF Ikebukuro Tower 4,695,000 0.48% 5,000,000 NBF Ikebukuro City Bldg. 4,428,000 0.45% 4,910,000 Ryukakusan Bldg. 4,050,000 0.42% 4,130,000 Nakanosakaue Sunbright Twin 40,750,488 4.18% 30,300,000 NBF Toyosu Canal Front 35,200,000 3.61% 35,700,000 NBF Toyosu Garden Front 25,018,000 2.57% 28,700,000 NBF Ueno Bldg. 10,400,000 1.07% 8,660,000 Chofu South Gate Bldg. 9,320,000 0.96% 9,300,000 Shin-Kawasaki Mitsui Bldg. 25,820,000 2.65% 20,700,000 Yokohama ST Bldg. 13,529,300 1.39% 13,300,000 Other Greater Parale Mitsui Bldg. 3,800,000 0.39% 22.0% 3,540,000 Tokyo NBF Atsugi Bldg. 2,300,000 0.24% 2,110,000 Tsukuba Mitsui Bldg. 8,875,500 0.91% 6,960,000 NBF Utsunomiya Bldg. 2,435,000 0.25% 2,110,000 S-ino Omiya North Wing 16,816,345 1.73% 17,900,000 NBF Urawa Bldg. 2,000,000 0.21% 1,780,000 NBF Shin-Urayasu Tower 15,700,000 1.61% 11,500,000 NBF Matsudo Bldg. 2,455,000 0.25% 2,050,000 Sapporo L-Plaza 4,404,405 0.45% 6,620,000 NBF Sapporo Minami Nijo Bldg. 1,870,300 0.19% 1,310,000 NBF Sendai Honcho Bldg. 3,566,000 0.37% 2,990,000 NBF Unix Bldg. 4,028,900 0.41% 3,270,000 NBF Niigata Telecom Bldg. 3,957,500 0.41% 3,070,000 Sumitomo Mitsui Banking Nagoya Bldg. (Note 8) 14,900,000 1.53% 14,900,000 NBF Nagoya Hirokoji Bldg. 7,232,000 0.74% 7,230,000 Aqua Dojima NBF Tower 17,810,000 1.83% 18,200,000 Shinanobashi Mitsui Bldg. 14,400,000 1.48% 13,400,000 Other Cities Sun Mullion NBF Tower 10,500,000 1.08% 11.9% 7,870,000 Sakaisuji-Honmachi Center Bldg. 6,500,000 0.67% 6,390,000 NBF Sakai-Higashi Bldg. 2,227,200 0.23% 1,610,000 Aqua Dojima East 1,914,000 0.20% 1,770,000 NBF Shijo Karasuma Bldg. 1,627,000 0.17% 1,230,000 NBF Hiroshima Tatemachi Bldg. 2,930,000 0.30% 2,430,000 Hiroshima Fukuromachi Bldg. 2,215,000 0.23% 2,320,000 NBF Matsuyama Nichigin-mae Bldg. 3,310,000 0.34% 3,490,000 Hakata Gion M-SQUARE 8,000,000 0.82% 8,090,000 NBF Kumamoto Bldg. 4,500,000 0.46% 3,710,000 Total 974,525,666 100% 100% 953,283,400
(Note 1) “Acquisition Price” represents in principle the price for which NBF acquired the property. The “Acquisition Price” for property to be acquired in the future represents the sale and purchase price set forth in the relevant sale and purchase contract etc. (Note 2) The “Value (Real Estate Appraisal Value)” figures in the above table are in principle the appraisal values disclosed as of the end of June 2012 (real estate appraisal value with date of valuation being June 30, 2012). (Note 3) Expected to be acquired on March 22, 2013. The date of valuation for the ''value (real estate appraisal value)'' is December 1, 2012. (Note 4) The date of valuation for the ''value (real estate appraisal value)'' is October 1, 2012. (Note 5) The date of valuation for the ''value (real estate appraisal value)'' is June 1, 2012. (Note 6) Expected to be acquired on May 31, 2013. The date of valuation for the ''value (real estate appraisal value)'' is December 1, 2012. (Note 7) Expected to be sold on May 31, 2013. The date of valuation for the “value (real estate appraisal value)” is December 1, 2012. The acquisition price represents 50% of the initial acquisition price. (Note 8) Expected to be acquired on February 1, 2013. The date of valuation for the ''value (real estate appraisal value)'' is December 1, 2012.
Note: This document constitutes a general announcement to the press concerning NBF’s acquisition of assets and 24 is not intended to solicit investment from investors. Please be aware that investors are fully responsible for their own investment decisions and it is recommended that they review offering circulars and prospectus, including amendments thereto, if any, prepared by NBF for issuance of new shares