Nippon Building Fund, Inc. Sadafumi Abe, Executive Director (TSE Code : 8951) Contact: Asset Management Company Nippon Building Fund Management, Ltd
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January 31, 2011 To All Concerned Parties Name of REIT Issuer: Nippon Building Fund, Inc. Sadafumi Abe, Executive Director (TSE Code : 8951) Contact: Asset Management Company Nippon Building Fund Management, Ltd. Koichi Nishiyama, President and CEO Person to Contact: Yasushi Akimoto, General Manager (TEL. +81-3-6259-8681) Notice of Acquisition of Assets (River City M-SQUARE and 4 Other Properties) Nippon Building Fund, Inc. (“NBF”) hereby provides notice of its decision on January 11, 2011 to acquire assets as follows: Description 1. Outline of Acquisition 1) Acquired assets; names of assets; acquisition prices NO. Acquired Name of Assets Acquisition Price Assets (*1) I. Real Property River City M-SQUARE ¥ 13,350,000,000 II. 〃 Nihonbashi Kabuto-cho M-SQUARE ¥ 4,850,000,000 III. 〃 Hakata Gion M-SQUARE ¥ 8,000,000,000 IV. 〃 Gate City Ohsaki (Additional Acquisition) (*2) ¥ 11,650,000,000 V. 〃 Chofu South Gate Bldg. ¥ 9,320,000,000 Total ¥ 47,170,000,000 *1 Miscellaneous acquisition costs, fixed assets tax, city-planning tax and consumption tax etc. are not included in this amount. *2 The sale and purchase price (the total amount of the acquisition price and the reserve for repairs) for the Gate City Ohsaki (additional acquisition) is ¥12 billion. Since the amount of the reserve for repairs as of the anticipated date of transfer is yet to be confirmed, the acquisition price is not fixed at present. Therefore, the anticipated acquisition price for this property is an approximate estimate. 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) Sellers; date of contract; dates of transfer Date of Transfer NO. Acquired From (*3) Date of Contract (expected) I. Mitsui Fudosan Co., Ltd. II. February 28, 2011 III. Cool Spring Investment TMK January 11, 2011 IV. Sumitomo Life Insurance Company March 31, 2011 V. Shimizu Corporation April 15, 2011 *3 Please see “4. Outline of Sellers” below for more details. 3) Acquisition funds; broker; payment method NO. Acquisition Funds Broker Payment Method I. II. Funds procured by means of an issue of new Lump-sum III. investment shares, borrowings and existing N/A payment at the IV. capital time of delivery V. 4) Outline of forward commitment etc. It is required that in the event of cancellation of a contract due to a breach by NBF (purchaser) of its contractual obligations, NBF shall pay to the relevant seller a penalty equivalent to 20% of the acquisition price. 2. Points of Acquisition 1) Enhancement of portfolio NBF decided to acquire the abovestated 5 properties (each “the Property”, and collectively “the 5 Properties”) with the intention of enhancing NBF’s portfolio in accordance with the asset management objectives and policies set forth in NBF’s Articles of Incorporation. The 5 Properties are located mainly in the Tokyo CBDs, as well as in the Other Greater Tokyo and the Other Cities, constituting a well-balanced portfolio. As they are relatively new and very competitive properties, the asset management company believes that the 5 Properties will contribute to stable asset management of NBF on a mid- and long-term basis, through the expected enhancement of the size and quality of its portfolio. 2) Utilization of pipelines, etc. Four of the 5 Properties will be acquired from Mitsui Fudosan Co., Ltd., an NBF sponsor, and a fund operated by it, as well as from Sumitomo Life Insurance Company which is also an NBF sponsor. Another Property will be acquired from a company which is not an NBF sponsor but has engaged in business with NBF. NBF intends to continue its policy of making selective investments by exploiting diversified information channels such as the pipelines between NBF and its sponsors, utilizing their property acquisition know-how as well as maximizing NBF’s advantages in size. 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 3. Outline of Assets I. River City M-SQUARE 1) Valuation of the Property (i) Location The Property is located in the north block of the “Ohkawabata River City 21”, the former site of the Ishikawajima shipbuilding dockyard in Tsukuda, Chuo-ku, acquired and developed by Mitsui Fudosan Co., Ltd. (the seller) and the Japan Housing Corporation (currently the Urban Renaissance Agency, an independent administrative agency). The location is within 2 km of Tokyo Station, has convenient access to “Tsukishima” station of Tokyo Metro Yurakucho-line and Tokyo Subway Ooedo-line, as well as “Hacchobori” station of the Tokyo Metro Hibiya-line and JR Keiyo-line. (ii) Building and Facilities A standard floor of the building has an exclusive area of approximately 660 tsubo (approximately 2,182 m2), a ceiling height of 2,800 – 3,000mm and a 100mm sub-floor cavity for OA connection. The exterior’s color tone is inconspicuous in consideration of the surrounding environment, the comfortable common area has a light court and see-through elevators, which, together with other high-spec functions, make the Property very competitive. 2) Type of Specified Assets Real Property 3) Location (Description in Real Property Registry) Land: 50-ban 75, 85, Tsukuda 2-chome, Chuo-ku, Tokyo Building: 50-banchi 75, 85, Tsukuda 2-chome, Chuo-ku, Tokyo (Street Address) 1-6, Tsukuda 2-chome, Chuo-ku, Tokyo 4) Use (Description in Real Property Registry) Offices, retail stores and parking 5) Type of Ownership (i) Land:100% ownership (ii)Building:100% ownership 6) Square meters (Description in Real Property Registry) (i) Land: site area: 4,808.71 m2 (ii)Building: total floor space: 26,439.03 m2 7) Structure (Description in Real Property Registry) Steel frame and steel framed reinforced concrete structure, flat roof, 8 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 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 8) Completion (Description in Real Property Registry) January 15, 2010 9) Design and Construction Design: Sumitomo Mitsui Construction Co., Ltd., 1st Class Registered Architect Office Construction: Sumitomo Mitsui Construction Co., Ltd. 10) Valuation Valuation prepared by Daiwa Real Estate Appraisal Co., Ltd. ・Appraisal Value: ¥13,400,000,000 ・Date of Valuation: December 31, 2010 ・Summary of Valuation Item Value Profit price ¥13,400,000,000 Price based on direct capitalization method ¥12,800,000,000 Net revenue ¥640,852,000 Cap rate 5.0% Price based on DCF method ¥13,700,000,000 Discount rate 4.8% Terminal cap rate 5.2% Integration value ¥14,000,000,000 Percentage for land 50.2% Percentage for building 49.8% 11) Earthquake PML 4.0%(obtained from the building condition investigation report prepared by Engineering & Risk Services Corporation) 12) Existence of Secured Interests (liens) None. 13) Tenancy Situation etc. The tenancy situation as of November 30, 2010 is as follows: ・Total number and summary of lessees: 6 companies (3 general business companies, 2 shops and 1 medical clinic) ・Total rental revenues: ¥1,123 million/year ・Total rentable area: 16,232.43 m2 ・Total leased area: 15,291.97 m2 ・Occupancy Rate: 94.2% ・Total lease deposit amount: ¥1,122 million 14) Miscellaneous With respect to the site of the Property, the seller has conducted research of, and taken countermeasures for, soil pollution in accordance with the “Ordinance Concerning Environment for Ensuring Health and Safety of Tokyo Citizens (Government Ordinance for Environmental 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 Security)”, and a “Notification of Completion of Measures Preventing Diffusion of Pollution (dated January 30, 2009” to certify the completion of such countermeasures was filed with and accepted by the Tokyo Government. In connection with the current acquisition, NBF has confirmed with Engineering & Risk Services Corporation that the said research and countermeasures have been properly and sufficiently undertaken, and that no need for concern exists with respect to impacts on human health as long as the present use of the land continues. II. Nihonbashi Kabuto-cho M-SQUARE 1) Valuation of the Property (i) Location The Nihonbashi-Kabutocho area where the Property is located is a traditional financial business area developed since the Meiji era extending outward from the Tokyo Stock Exchange center. It is within walking distance from Tokyo Station, and has convenient access to 4 Metro lines (Tozai, Hibiya, Ginza and Asakusa). (ii) Building and Facilities While in harmony with the surrounding massive architecture represented by the Tokyo Stock Exchange, the building has a novel design utilizing a considerable number of glass curtain walls. It is also highly competitive with high-spec functions such as a standard exclusive floor area of approximately 136 tsubo (approximately 449 m2), a ceiling height of 2,700mm, and a 100mm sub-floor cavity for OA connection etc.