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Notice Concerning Acquisition and Disposition of Properties (Tokyu Bancho Building, Tokyu Saginuma Building and Tokyu Saginuma 2 Building)

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Notice Concerning Acquisition and Disposition of Properties (Tokyu Bancho Building, Tokyu Saginuma Building and Tokyu Saginuma 2 Building) February 26, 2016 Real Estate Investment Trust Unit Issuer: TOKYU REIT, Inc. 1-12-1, Dogenzaka, Shibuya-ku, Tokyo, 150-0043, Japan Kazuyoshi Kashiwazaki Executive Director (Securities Code: 8957) Investment Management Company: Tokyu Real Estate Investment Management Inc. Representative: Kazuyoshi Kashiwazaki Representative Director & President, Chief Executive Officer Inquiries: Kiyoshi Yamakawa General Manager, Investor Relations TEL: +81-3-5428-5828 Notice Concerning Acquisition and Disposition of Properties (Tokyu Bancho Building, Tokyu Saginuma Building and Tokyu Saginuma 2 Building) TOKYU REIT, Inc. (“TOKYU REIT”) today announced that its investment management company, Tokyu Real Estate Investment Management Inc. (“Tokyu REIM”), has decided to acquire quasi-co-ownership of trust beneficiary interest in domestic real estate and dispose of trust beneficiary interest in domestic real estate (respectively referred to as the “Acquisition” and the “Disposition”) (the Acquisition and the Disposition collectively referred to as the “Transactions”). Brief details are as follows. 1. Transaction Details 1-1. Acquisition Details (1) Type of Acquisition: Quasi-co-ownership of trust beneficiary interest in domestic real estate (2) Property Name: Tokyu Bancho Building (3) Acquisition Ratio: 49% quasi-co-ownership interest of the 95.1% compartmentalized ownership interest of the trust beneficiary interest (4) Acquisition Price: ¥12,740 million (Excluding acquisition-related costs, property tax, city planning tax, etc.) (5) Contract Date: February 26, 2016 (Friday) (6) Scheduled Acquisition Date: March 24, 2016 (Thursday) (7) Seller: Tokyu Corporation (8) Financing: Debt financing and cash on hand 1-2. Disposition Details (1) Tokyu Saginuma Building (i) Type of Disposition: Trust beneficiary interest in domestic real estate (ii) Property Name: Tokyu Saginuma Building (iii) Disposition Price: ¥8,950 million (iv) Book Value: ¥6,601 million (expected value as of the scheduled disposition date) (v) Amount of Difference from Disposition Price: ¥2,348 million (expected value as of the scheduled disposition date) (vi) Contract Date: February 26, 2016 (Friday) (vii) Scheduled Disposition Date: March 24, 2016 (Thursday) (viii) Purchaser: Tokyu Corporation (2) Tokyu Saginuma 2 Building (i) Type of Disposition: Trust beneficiary interest in domestic real estate (ii) Property Name: Tokyu Saginuma 2 Building (iii) Disposition Price: ¥1,710 million 1 (iv) Book Value: ¥1,165 million (expected value as of the scheduled disposition date) (v) Amount of Difference from Disposition Price: ¥544 million (expected value as of the scheduled disposition date) (vi) Contract Date: February 26, 2016 (Friday) (vii) Scheduled Disposition Date: January 31, 2017 (Tuesday) (viii) Purchaser: Tokyu Corporation 2. Rationale The Transactions are being conducted in accordance with the “Scope and Policy of Investment Management” as outlined in the Articles of Incorporation of TOKYU REIT. The rationale behind the Acquisition and the Disposition is as follows: (1) Acquisition of Tokyu Bancho Building The Kojimachi/Bancho area where the Property is situated continues to see stable supply and demand, and the vacancy rate of the Kanda/Iidabashi area that includes Bancho was most recently 3.0% (Note 1). Tokyu Bancho Building (the “to-be-acquired asset”) is outstandingly competitive because, in addition to it standing in a location that has highly convenient access being within a three-minute walk from Ichigaya Station served by four railway lines, including JR lines, it is also relatively-newly-built with a building age of four years, and the office specifications are high, such as 366 tsubos in floor area per standard floor, no columns, 2,800 mm ceiling height (100 mm raised flooring) and individually-controlled air-conditioning equipment. In addition, the NOI yield calculated based on the to-be-acquired asset’s rent level as of the scheduled acquisition date is 3.4% (Note 2), but the yield is expected to be of a 3.9% level in the medium to long term. (Note 1) At the end of December 2015; Source: CBRE K.K.’s “Japan Office MarketView” (Note 2) Calculation premised on projection of future occupancy rate as of the scheduled acquisition date of 94.4% (2) Disposition of Tokyu Saginuma Building and Tokyu Saginuma 2 Building Tokyu Saginuma Building and Tokyu Saginuma 2 Building (the “to-be-disposed assets”) are retail properties held by TOKYU REIT since its listing that have been housing the same tenant and maintaining high NOI yield since acquisition. The to-be-disposed assets are properties that are anticipated to make stable earnings contribution for some time yet. On the other hand, considering that 35 years have elapsed since construction completion, there is also the risk of large-scale repairs and other financial burdens becoming required in the future and reconstruction becoming required in the medium to long term. TOKYU REIT recognizes that responding to these matters are issues going forward. Under such circumstances, having been approached by Tokyu Corporation with a proposal for disposition in anticipation of future redevelopment of the Saginuma Station vicinity, TOKYU REIT judged that an asset replacement with the to-be-acquired asset in (1) above would serve to not only enhance portfolio quality but also enhance unitholder value. In addition, the disposition timing scheduled for the to-be-disposed assets is March 24, 2016 in the case of Tokyu Saginuma Building and January 31, 2017 in the case of Tokyu Saginuma 2 Building. These two Buildings have different tenants and are independent properties, and Tokyu Saginuma Building is planned to be disposed of in 27th fiscal period for securing revenues in 26th fiscal period and 27th fiscal period. Therefore, capital gains from the Disposition are expected to arise in the twenty-sixth fiscal period (ending July 31, 2016) in the case of Tokyu Saginuma Building and in the twenty-seventh fiscal period (ending January 31, 2017) in the case of Tokyu Saginuma 2 Building. In light of the above, the replacement of properties with a property that has favorable location, young building age and high specifications through the Transactions is anticipated to lead to further stabilization of cash flows and greater total return (Note) can be expected as a result. (Note) Comprises each fiscal period’s income return (rental income, etc.) and future capital return (gains on sales) (3) Deepening of Sponsor Collaboration The Transactions with TOKYU REIT’s sponsor Tokyu Corporation as seller and purchaser form a reciprocal sale and purchase with said company. 2 Since its listing, TOKYU REIT has positioned the areas targeted for development projects by the sponsor (the sponsor’s development targeted areas) as the major areas targeted for investment (TOKYU REIT’s investment targeted areas) and has been adopting what it calls the “Capital Re-investment Model.” The Model is designed to maintain and improve the value of TOKYU REIT’s investment targeted areas through the capital that TOKYU REIT invests in properties sourced from the sponsor being re-invested in the sponsor’s development targeted areas by the sponsor and thereby flowing back to TOKYU REIT’s investment targeted areas. The Saginuma area where the to-be-disposed assets are situated is under consideration for future redevelopment by the sponsor group. As such, TOKYU REIT believes that the Disposition can be expected to lead to enhancement of the medium- to long-term competitiveness of not only the Tokyu Areas but also TOKYU REIT’s investment targeted areas and the Transactions are thus an indication of deepening of sponsor collaboration. TOKYU REIT will continue to conduct investment management while closely monitoring trends in capital and real estate investment markets, all while adhering to its investment policy. Combined with collaboration with the sponsor, TOKYU REIT will strive to form a portfolio that leads to an improvement in asset value and growth of net income per investment unit. 3. Property Details Property Name Tokyu Bancho Building Type of Specified Asset Quasi-co-ownership of trust beneficiary interest in domestic real estate Trustee Sumitomo Mitsui Trust Bank, Limited Trust Period From March 24, 2016 to March 24, 2026 (planned) 6-2, 6-12, 6-13, 6-14, 6-16, 6-17, 6-18, 6-19, 6-20, 6-21, 6-22, 6-23, 6-24, 6-25, 6-26, Land 6-27, 6-28, 6-29, 6-30, 6-31, 6-32, 6-33, 6-34, 6-35, 6-36, 6-39, 6-40 Yonbancho, Location Registered Chiyoda-ku, Tokyo 6-21, 6-2, 6-12, 6-13, 6-14, 6-16, 6-17, 6-18, 6-19, 6-20, 6-22, 6-23, 6-24, 6-25, 6-26, Building 6-31, 6-32, 6-33, 6-39, 6-40 Yonbancho, Chiyoda-ku, Tokyo Approximately a three-minute walk from Ichigaya Station, JR Chuo Main Line and Sobu Line Approximately a three-minute walk from Ichigaya Station, Tokyo Metro Yurakucho and Namboku Access Lines Approximately a three-minute walk from Ichigaya Station, Toei Subway Shinjuku Line Use Office, retail and parking Area Classification Commercial district, category I residential area 2,754.18 m2 2,573.80 m2 Land (entire land) (area pertaining to the acquisition) Site/Floor Area (Registered) 11,431.09 m2 15,834.55 m2 Building (exclusive ownership area of compartments under (entire building) compartmentalized ownership pertaining to the acquisition) Structure (Registered) S 11F Completion Date (Registered) September 2011 Design Company Tokyu Sekkei Construction Company Tokyu Construction Co., Ltd. Inspection Authority The Building Center of Japan (designated structural calculation conformity judgment body) PML (Probable Maximum Loss) of 3.3% is based on an earthquake risk assessment (detailed) report dated December 2, 2015 prepared by Engineering and Risk Services Corporation and OYO RMS Corporation. PML refers to the expected damages caused by earthquakes. Although there is no single authoritative definition of Earthquake Resistance PML, it refers to the percentage of expected damages caused by a small-to large-scale earthquake that may happen within the next 475 years to the replacement value.
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