Notice concerning Acquisition of Asset (Honshu Meieki Building & Kamiooka Eye Mark Building)

Transcription

1 This translation of the original Japanese notice is provided solely for information purposes. Should there be any discrepancy between this translation and the Japanese original, the latter shall prevail. REIT Issuer: Daiwa Office Investment Corporation (Stock Code No.: 8976) Representative: Nobuaki Omura, Executive Director December 26, 2012 Asset Manager: Daiwa Real Estate Asset Management Co., Ltd. Representative: Akira Yamanouchi, President and Representative Director Inquiries to: Yuji Shinotsuka, Vice President and Representative Director (Tel: ) Notice concerning Acquisition of Asset (Honshu Meieki Building & Kamiooka Eye Mark Building) We hereby announce that today Daiwa Office Investment Corporation (the Investment Corporation ) determined to acquire 2 trust beneficial interests in real estate (the Acquisitions ) on December 26, 2012 as follows. 1. Summary of Assets to be purchased Property Name Honshu Meieki Building Kamiooka Eye Mark Type of Assets Trust beneficial interest in real estate Trust beneficial interest in real estate Location Meieki-Minami Nakamura-ku, Nagoya-shi Aichi Prefecture Kamiooka Nishi, Konan-ku Yokohama-shi, Kanagawa Prefecture Acquisition Price 5,300 million yen (Excluding acquisition costs, consumption tax, etc.) 2,000 million yen (Excluding acquisition costs, consumption tax, etc.) Date of Execution of Purchase Agreement December 26, 2012 December 26, 2012 Scheduled Delivery Date February 1, 2013 March 1, 2013 Seller Non-disclosure information (Note1) Shimizu Corporation Funding for Acquisition Allocation of loans to be announced Allocation of loans to be announced Payment Method Lump-sum payment at the time of delivery Lump-sum payment at the time of delivery Intermediary Non-disclosure information (Note 2) Resona Bank, Ltd. (Note 1) The Seller is a domestic special purpose company. The name is not disclosed by its request. (Note 2) The intermediary is a domestic industrial company. The name is not disclosed by its request. 2. Reason for Acquisition We believe that the properties are appropriate to the basic policy for the asset management set forth in the Articles of Incorporation of the Investment Corporation and the management policy of the

2 Investment Corporation. We decided to acquire the properties because we appreciate the rarity and the profitability of the properties. Ⅰ. Honshu Meieki Building (1) Location of the Property: The property is located within about a 6-minute walk from Exit 7 of the JR and Nagoya city metro Nagoya Station and a 2-minute walk from the underground doorway which leads to the Nagoya station underground shopping arcade. The Meieki area which the property is located, is a hub for number of railroads, including JR, Nagoya city metro (Higashiyama-line and Sakuradori-line), Nagoya Railroad and Kintetsu, therefore the area has good traffic convenience. Business accumulation is growing year by year with large scale redevelopments and currently the area is the highest business accumulation zone within the Nagoya city. A number of large scale building replacement plans are underway which is revitalizing the demands for relocation. For such area, the office needs are high for bases, head/branch offices and sales branches which cover the Tokai area and demands are seen from offices, schools and cram schools which expect visitors and students utilizing the Nagoya Station as a base. In view of the rent level and good traffic convenience, relocation needs from other office areas of Nagoya city can be expected at the perimeter of the property. Therefore the Investment Corporation expects a stable management of the property after the Acquisition. (2) Building Facilities: The property is provided with 12 stories above ground, the total floor area of 10, m2 (3, tsubo), m2 ( tsubo) of standard floor space, 2,700mm of ceiling height for a standard floor (75mm of OA floor) and sufficient spec such as individual air-conditioning and crime-prevention system on each floor. Since the property is a young building, it can be assumed of its competitiveness compared to other medium scale buildings around the property. Ⅱ. Kamiooka Eye Mark Building (1) Location of the Property: The property is located within about a 1-minute walk from the Kamiooka Station on Keikyu Line and Yokohama Municipal Subway. Kamiooka area is the area where public service, stores, businesses and culture centers gather as the center in Konan-ku which is located in the Southern part of Yokohama City. The area around the Kamiooka Station is designated as the subcenter of Yokohama City. Super limited express train and limited express train make stops at the Keikyu Line Kamiooka Station and is convenient to go to terminal areas such as 9 minutes to Yokohama Station and 26minutes to Shinagawa Station. The bus terminal adjacent to Kamiooka Station is large in size within the Southern part of Yokohama City and has good access to transportation. There is a characteristic of a unique office demand from companies providing services for local residents around Kamiooka Station (banks, cram schools, travel agents, clinics and etc.). We consider that the property will maintain high competitive edge and contribute to our portfolio profitability in the future because of its regional characteristic and a rare condition of being situated in front of the station.

3 (2) Building Facilities: The property is provided with 7 stories above ground and 3 below, the total floor area of 3, m2 (1, tsubo), m2 ( tsubo) of standard floor space, 2,700mm of ceiling height for a standard floor (100mm of OA floor) and sufficient spec such as individual air-conditioning and crime-prevention system on each floor. Since the property is the young building built in May 2011, it can be assumed of its competitiveness compared to other medium scale buildings around the property. 3. Details of the Property to be purchased Ⅰ. Honshu Meieki Building Property Name Honshu Meieki Building Type of Specified Assets Trust beneficial interest in real estate Trustee (scheduled) Sumitomo Mitsui Trust and Banking Corporation Trust Period From February 1, 2013 to January 31, 2023 Location (Lot Number) 1-28 Meieki-Minami Nakamura-ku, Nagoya-shi Aichi Prefecture and other 3 lots Use Office, Store Site Area 2, m2 (officially registered) Total Floor Area 10, m2 (officially registered) *Includes attached building(parking and Machinery room) Structure Steel construction with 12 stories above ground (Description in the register book) Construction Date December 20, 2007 (Description in the register book) Ownership Form (i) Land: Ownership (ii) Building: Ownership Purchase Price 5,300 million yen (excluding acquisition costs and consumption tax, etc.) Structural-design Engineer Taisei Corporation Constructor Taisei Corporation Floor Height/Ceiling Height 4,000mm (for standard floor) / 2,700mm (for standard floor) Air-conditioning System/OA Laying Individual air-conditioning for each floor / OA-capable floor Building Certification Agency Bureau Veritus Japan Co., Ltd. Building Condition Research Management Company TOKIO MARINE & NICHIDO RISK CONSULTING Co., Ltd. Land Pollution Research Management Company Earth-Appraisal Co., Ltd. PML Level (Management Company) 12.11% (NKSJ Risk Management, Inc.) Appraisal Value (Appraisal Date) 5,960 million yen (as of November 30, 2012) Appraiser DAIWA REAL ESTATE APPRAISAL CO., LTD Collateral None Acquisition date February 1, 2013 Summary of Tenants

4 Total Number of Tenants 18 (as of December 26, 2012) Rent Revenue Not disclosed (Note 1) Security Deposit and Guaranty Not disclosed (Note 1) Total Leased Floor Space 5, m2 (as of December 26, 2012) (Note 2) Total Leasable Floor Space 7, m2 (Note 2) December 31, Trend in occupancy rates December 31, the last 5 years December 31, (Note 3) December 31, Scheduled delivery date 78.4% Expected NOI (NOI Yield) 318 million yen (6.0%) (Note 4) Other Relevant Information None (Note 1) The figure is not disclosed because of the related persons requests. (Note 2) The above-mentioned figures are based on the data from the Seller. (Note 3) The above-mentioned figures are the expected annual amounts based on leasing agreements as of the scheduled delivery date and taking into account of taxes imposed, and calculated on the assumption that the expected occupancy rate is 93.0%. (These figures are not official forecasts.) Ⅱ. Kamiooka Eye Mark Building Property Name Kamiooka Eye Mark Building Type of Specified Assets Trust beneficial interest in real estate Trustee (scheduled) Sumitomo Mitsui Trust and Banking Corporation Trust Period From March 1, 2013 to February 28, 2023 Location (Lot Number) Kamiooka Nishi, Konan-ku Yokohama-shi, Kanagawa Prefecture Use Office, Bank Site Area m2 (officially registered) Total Floor Area 3, m2 (officially registered) Steel, Reinforced concrete construction with 7 stories above Structure ground and 3 below (Description in the register book) Construction Date March 13, 2011(Description in the register book) Ownership Form (i) Land: Ownership (ii) Building: Ownership Purchase Price 2,000 million yen (excluding acquisition costs and consumption tax, etc.) Structural-design Engineer Shimizu Corporation Constructor Floor Height/Ceiling Height Air-conditioning System/OA Laying Building Certification Agency Building Condition Research Management Company Land Pollution Research Management Company Shimizu Corporation 3,800mm (for standard floor) / 2,700mm (for standard floor) Individual air-conditioning for each floor / OA-capable floor Tokyo Bldg-Tech Center Co., Ltd. TOKIO MARINE & NICHIDO RISK CONSULTING Co., Ltd. Earth-Appraisal Co., Ltd.

5 PML Level (Management Company) 12.30% (NKSJ Risk Management, Inc.) Appraisal Value (Appraisal Date) 2,030 million yen (as of November 30, 2012) Appraiser DAIWA REAL ESTATE APPRAISAL CO., LTD Collateral None Acquisition date March 1, 2013 Summary of Tenants Total Number of Tenants 8 (as of December 26, 2012) Rent Revenue Not disclosed (Note 1) Security Deposit and Guaranty Not disclosed (Note 1) Total Leased Floor Space 2, m2 (as of December 26, 2012) (Note 2) Total Leasable Floor Space 2, m2 (Note 2) December 31, Trend in occupancy rates December 31, the last 5 years December 31, (Note 2) December 31, % Scheduled delivery date 100% Expected NOI (NOI Yield) 122 million yen (6.1%) (Note 3) The property is in the process of permitting outdoor Other Relevant Information advertisement. The Seller will complete the process before the delivery date. (Note 1) The figure is not disclosed because of the related persons requests. (Note 2) The above-mentioned figures are based on the data from the Seller. (Note 3) The above-mentioned figures are the expected annual amounts based on leasing agreements as of the scheduled delivery date and taking into account of taxes imposed, and calculated on the assumption that the expected occupancy rate is 100%. (These figures are not official forecasts.) 4. Details of the Seller Ⅰ. Honshu Meieki Building The Seller is a domestic special purpose company but the summary of the Seller is not disclosed by its request. Furthermore, there are no direct or indirect investments in the Seller either from the Investment Corporation, the Asset Manager, nor any related parties or associated companies of the Investment Corporation and the Asset Manager. Also, there are no capital, personal or business relationships to be stated between the seller s investors (including original investors) and the Investment Corporation, the Asset Manager, and any related parties or associated companies of the Investment Corporation and the Asset Manager.. Ⅱ. Kamiooka Eye Mark Building (1) Company Name Shimizu Corporation (2) Location Kyobashi Chuo-ku, Tokyo (3) Title and Name of Representative President / Yoichi Miyamoto (4) Description of Business Building, civil engineering, and construction (general contractor)

6 (5) Amount of Capital 74,365 million yen (6) Date of Incorporation August 24, 1937 (7) Total Net Assets 249,127 million yen (Note1) (8) Total Liabilities and Net Assets 1,169,312 million yen (Note1) (7) Relationship with the Investment Corporation/Asset Manager Capital Relationship Personnel Relationship Business Relationship There is no capital relationship required to be stated between the Investment Corporation/Asset Manager and the Seller. There is no personnel relationship required to be stated between the Investment Corporation/Asset Manager and the Seller. There is no business relationship required to be stated between the Investment Corporation/Asset Manager and the Seller. The Seller does not fall under the Related Persons of the Investment Corporation/Asset Manager. Also, the affiliated Whether or not to be the persons and the affiliated companies of the Seller do not fall Related Persons under the Related Persons of the Investment Corporation/Asset Manager. (Note 1) These are figures as of March 31, Status of Owners etc. of Properties Ⅰ. Honshu Meieki Building The acquisition of the trust beneficial interest is not an acquisition from any persons having a special interest in the Investment Corporation or the Asset Manager. Ⅱ. Kamiooka Eye Mark Building The acquisition of the trust beneficial interest is not an acquisition from any persons having a special interest in the Investment Corporation or the Asset Manager. 6. Status of Intermediary Ⅰ. Honshu Meieki Building (1) Summary of Intermediary The intermediary for the Acquisition is a domestic corporation but the summary of the intermediary is not available for disclosure due to the intermediary s request. There are no capital, personal or business relationship required to be stated between the Investment Corporation, the Asset Manager and the intermediary. The intermediary does not fall under the Related Persons of the Investment Corporation and the Asset Manager. Also, the affiliated persons and the affiliated companies of the intermediary do not fall under the Related Persons of the Investment Corporation and the Asset Manager. (2) Breakdown and amount of intermediary commission The intermediary commission for the Acquisition is not disclosed due to the request of the intermediary

7 Ⅱ. Kamiooka Eye Mark Building (1) Company Name Resona Bank, Ltd. (the Intermediary ) (2) Location Bigo-cho Chuo-ku Osaka-shi, Osaka (3) Title and Name of Representative Representative Director and Chairman / Naoki Iwata (4) Description of Business Banking and trust banking business (5) Amount of Capital 279,928 million yen (As of March 31, 2012) (6) Date of Incorporation May 15, 1918 (7) Relationship with the Investment Corporation/Asset Manager Capital Relationship There is no capital relationship required to be stated between the Investment Corporation/Asset Manager and the Intermediary. Personnel Relationship There is no personnel relationship required to be stated between the Investment Corporation/Asset Manager and the Intermediary. Business Relationship Whether or not to be the Related Persons The Intermediary falls under the Borrowing Institution of the Investment Corporation. There is no business relationship required to be stated between the Investment Corporation/Asset Manager and the Intermediary. The Intermediary does not fall under the Related Persons of the Investment Corporation/Asset Manager. Also, the affiliated persons and the affiliated companies of the Intermediary do not fall under the Related Persons of the Investment Corporation/Asset Manager. (2) Breakdown and Amount of Intermediary Charge The intermediary commission for the Acquisition is not disclosed due to the request of the intermediary 7. Acquisition Schedule Property Name Honshu Meieki Building Kamiooka Eye Mark Building Date of Determination of the Acquisition Date of Execution of Purchase Agreement December 26, 2012 December 26, 2012 December 26, 2012 December 26, 2012 Scheduled Payment Date February 1, 2013 March 1, 2013 Scheduled Delivery Date February 1, 2013 March 1, 2013

8 8. Impact on the Investment Corporation s Financial Standing if Forward Commitments is not Executed Ⅰ. Honshu Meieki Building The beneficiary interest purchase agreement with the Seller (the Agreement with the Seller ) falls under the forward commitments* made by investment corporations determined by The Financial Services Agency s Guidelines for Financial Instruments Business Supervision. For the purchase of the beneficiary interest, the delivery date of the property is scheduled on February 1, If there is a violation in any of the provisions in the Agreement with the Seller, the Investment Corporation or the Seller can cancel the agreement and demand amount equivalent to 10% of the purchasing price of the beneficiary interest as a penalty charge. The funding for acquisition to purchase the beneficiary interest will be borrowed in time with the date of delivery by the Seller. * Forward commitments is defined as a sale and purchase agreement binding for forward and future transactions, with respect to which the settlement and delivery take place one or more months after the signing of the date of agreement; or other similar agreements. Ⅱ. Kamiooka Eye Mark Building The beneficiary interest purchase agreement with the Seller (the Agreement with the Seller ) falls under the forward commitments made by investment corporations determined by The Financial Services Agency s Guidelines for Financial Instruments Business Supervision. For the purchase of the beneficiary interest, the delivery date of the property is scheduled on February 1, If there is a violation in any of the provisions in the Agreement with the Seller, the Investment Corporation or the Seller can cancel the agreement and demand amount equivalent to 10% of the purchasing price of the beneficiary interest as a penalty charge. The funding for acquisition to purchase the beneficiary interest will be borrowed in time with the date of delivery by the Seller. 10. Future Outlook The impact of the Acquisitions on the fiscal period ending November 2012(14th Fiscal Period) and the fiscal period ending May 2013 (15th Fiscal Period) is currently being evaluated. Material facts requiring disclosure will be disclosed in a timely manner as they become apparent. - End -

9 Reference Material 1 Summary of Appraisal Report Ⅰ. Honshu Meieki Building Appraiser DAIWA REAL ESTATE APPRAISAL CO., LTD Appraisal Date November 30, 2012 Appraised Value 5,960 million yen Items (million yen) (Note 1) Income Approach Value 5,960 Direct Capitalization Value 6,050 (1) Operating Revenue (a-b) 455 a. Potential Annual Rent Revenue 493 b. Amount of Loss due to Vacancy 38 (2) Operating Expenses (c+d+e+f) 137 c. Maintenance and Operation Cost (including cost of management, utility and PM fee) 93 d. Taxes and Public Charges 39 e. Non-life Insurance Premium 0 f. Other Expenses 4 (3) Net Operating Revenue 317 (4) Profit from Managing Guaranty, etc. 6 (5) Capital Expenditures 9 (6) Net Revenue ( (3)+(4)-(5)) 314 Cap Rate 5.2% Discounted Cash Flow Value 5,920 Discount Rate 5.2% Terminal Cap Rate 5.4% Integrated Value by Using Cost Method 6,540 Ratio of Land 58.7% Ratio of Building 41.3% (Note 1) The above revenue and expenses are based on the appraisal report and is not the revenue and expenses forecasted by the Investment Corporation or the Asset Manager.

10 Ⅱ. Kamiooka Eye Mark Building Appraiser DAIWA REAL ESTATE APPRAISAL CO., LTD Appraisal Date November 30, 2012 Appraised Value 2,030 million yen Items (million yen) (Note 1) Income Approach Value 2,030 Direct Capitalization Value 2,030 (1) Operating Revenue (a-b) 156 a. Potential Annual Rent Revenue 164 b. Amount of Loss due to Vacancy 8 (2) Operating Expenses (c+d+e+f) 41 c. Maintenance and Operation Cost (including cost of management, utility and PM fee) 25 d. Taxes and Public Charges 12 e. Non-life Insurance Premium 0 f. Other Expenses 2 (3) Net Operating Revenue 115 (4) Profit from Managing Guaranty, etc. 1 (5) Capital Expenditures 3 (6) Net Revenue ( (3)+(4)-(5)) 113 Cap Rate 5.6% Discounted Cash Flow Value 2,030 Discount Rate 5.4% Terminal Cap Rate 5.8% Integrated Value by Using Cost Method 1,900 Ratio of Land 48.7% Ratio of Building 51.3% (Note 1) The above revenue and expenses are based on the appraisal report and is not the revenue and expenses forecasted by the Investment Corporation or the Asset Manager.

11 Reference Material 2 Photograph / Map Ⅰ. Honshu Meieki Building < External View > x

12 < Map >

13 Ⅱ. Kamiooka Eye Mark Building < External View >

14 < Map >

15 Reference Material 3 Portfolio Overview after Acquisition of the Property Region Five Central Wards of Tokyo (Note 1) Name of Property Date of (Scheduled) Acquisition Acquisition Price (million yen) Investment Ratio (Note 4) Daiwa Ginza 21-Oct-05 14, % Daiwa Ginza Annex 21-Oct-05 3, % Daiwa Shibaura 21-Oct-05 8, % Daiwa Minami-Aoyama 21-Oct-05 4, % Daiwa Sarugakucho 21-Oct-05 3-Mar-12 3, % Daiwa A Hamamatsucho 21-Oct-05 2, % Daiwa Jingumae 21-Oct-05 2, % Daiwa Shibadaimon 21-Oct-05 2, % Daiwa Misakicho 21-Oct-05 2, % Daiwa Shimbashi Oct-05 2, % BPS Square 27-Jan-06 1, % Daiwa Tsukiji 27-Jan-06 1, % Daiwa Tsukiji Mar-06 2, % Daiwa Tsukishima 24-Mar-06 7, % Nihombashi MS Bldg. 1-May-06 2, % Daiwa Azabudai 1-May-06 1, % Daiwa Shibuya SS 1-May-06 3, % Daiwa Nihombashi Honcho 31-Jul-06 7, % Daiwa Ginza 1-chome 31-Jul-06 4, % Daiwa Kyobashi 31-Jul-06 3, % Sunline Building No. 7 6-Oct-06 2, % Daiwa Onarimon 1-Dec-06 13, % Shinjuku Maynds Tower July 13 /Nov , % SHIBUYA EDGE 13-Jul-07 5, % Daiwa Kodenmacho 31-Aug-07 2, % Daiwa Jumbocho 10-Mar-10 4, % Daiwa Nishi-Shimbashi 13-Aug-10 5, % Daiwa Kudan 2-Sep-10 4, % Daiwa Kayabacho Building 25-Mar-11 5, % Jimbocho Place 29-Mar-11 3, % E SPACE TOWER 8-Jul-11 24, % Nihonbashi Hongokucho Tosei Building 11-May-12 1, % 3-Dec-12 shinyon curumu 12-Apr-13 9, % (scheduled) Total Number of Properties located in Five Central Wards of Tokyo: , % Greater Tokyo (Note 2) Daiwa Kinshicho 21-Oct-05 3, % Daiwa Higashi-Ikebukuro 21-Oct-05 2, % Benex S-3 1-May-06 4, % Daiwa Shinagawa North 13-Jul-07 7, % West Park Osaki 18-Sep-12 1, % Kamiooka Eye Mark Building 1-Mar-13 (scheduled) 2, % Total Number of Properties located in Greater Tokyo: 6 22, %

16 Regional Daiwa Minami-Senba 31-Aug-07 4, % Major Cities (Note 3) 1-Feb-13 Honshu Meieki Building (Scheduled) 5, % Total Number of Properties located in Regional Major Cities: 2 10, % Total Number of Properties: , % (Note 1) Five Central Wards of Tokyo means Chiyoda-ku, Chuo-ku, Minato-ku, Shinjuku-ku and Shibuya-ku. (Note 2) Greater Tokyo means Tokyo excluding the Five Central Wards of Tokyo, Kanagawa, Chiba and Saitama Prefectures. (Note 3) Regional Major Cities means Osaka area (i.e., Osaka, Kyoto and Hyogo Prefectures), Nagoya area (Aichi, Mie and Gifu Prefectures), ordinance-designated cities and core cities under Local Autonomy Act. (Note 4) Figures in the Investment Ratio columns represent the percentage of the (scheduled) acquisition price of each property to the aggregate amount of the (scheduled) acquisition price, and are rounded to the nearest first decimal place. Please note that adding up of the investment ratio of the properties may not exactly match the investment ratio for each investment regions or for the overall portfolio. * Website URL of the Investment Corporation: