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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