Notice of Acquisition of Assets (COMODIO Shiodome)

Transcription

1 To All Concerned Parties June 28, 2012 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 ) Notice of Acquisition of Assets (COMODIO Shiodome) Nippon Building Fund, Inc. ( NBF ) hereby provides notice of its decision on June 28, 2012 to acquire assets as follows: Descriptions 1 Outline of the Acquisition 1) Acquired Assets : Beneficiary interests in trust assets comprising mainly of real estate 2) Name of Assets : COMODIO Shiodome (hereinafter, the Property ) 3) Acquisition Price : 28,800,000,000 (provided, however, that miscellaneous acquisition costs, fixed assets tax, city-planning tax and consumption tax are not included in this amount) 4) Date of Contract : June 28, ) Date of Transfer : July 2, 2012 (anticipated) 6) Acquired From : Shiodome-Nishi Asset Management Y.K. (please refer to Section 4. hereinbelow for a description of the seller) 7) Acquisition Funds : Own fund plus loans etc. (anticipated) 8) Intermediaries : None 9) Payment Method : Lump-sum payment at the time of transfer 2 Points of Acquisition The acquisition is being undertaken with the intention of enhancing NBF s portfolio in the Tokyo central business districts (CBDs) in accordance with the asset management objectives and policies set forth in NBF s Articles of Incorporation. In deciding to acquire the Property, the following points were especially attractive. 1) Location The Property is located in the "West Block", which is along the west side of the JR railroads within the "Shiodome SIO-SITE" in the Shinbashi/Shiodome area (one of the largest redevelopment projects in Japan, developed as an aggregate of 11 blocks in a vast 31 hectare space stretching from the former Shiodome freight terminal through the Hamamatsucho station), and has convenient access to several lines and several stations such as the "Shiodome" station of the Oedo-line of the Tokyo Subway, the "Shiodome" station of the Yurikamome line, the 1

2 "Shinbashi" station of the JR line and the Ginza-line of the Tokyo Metro, as well as the "Hamamatsucho" station of the JR line and the Tokyo Monorail. 2) Building and Facilities The Property is characterized by its massive and dignified exterior with a platform featuring stone arches, and is equipped with highly competitive, up-to-date office building specifications such as a typical rentable floor area of 748 tsubo (approx. 2,468m 2 ), a ceiling height of 2,700mm, sub-floor cavities for OA connection, and independent air conditioning etc. 3 Outline of Assets 1) Type of Specified Assets Beneficiary interests in trust assets comprising mainly of real estate 2) Trustee Sumitomo Mitsui Trust Bank, Ltd. 3) Address of the Property Since the Shiodome west area where the Property is located is currently subject to a land reallocation project (pre-reallocation), the right with respect to the site of the Property consists of the ownership of the existing land and the usufructuary right to the provisionally allotted land, and the building exists on such provisionally allotted land. (Description in Real Property Registry) Land (existing): 5-ban 37, Higashi-Shinbashi 1-chome, Minato-ku, Tokyo 8-ban 3, 8-ban 4, 8-ban 7, 8-ban 19, Higashi-Shinbashi 1-chome, Minato-ku, Tokyo Building (provisional allotment): 8-banchi 9, 8-banchi 10, 8-banchi 11, 8-ban 21, Higashi-Shinbashi 1-chome, Minato-ku, Tokyo (anticipated lot numbers for the above: 19th block, 8-3,8-19,5-37,8-4, 8-7) (Street Address) 14-ban 1, Higashi-Shinbashi 2-chome, Minato-ku, Tokyo 4) Use (Description in Real Property Registry) Offices 5) Type of Ownership (i) Land : 100% ownership and 100% usufructuary right (ii) Building : 100% ownership 6) Square meters (i) Land : site area (existing): 4, m 2 (Description in Real Property Registry) (provisional allotment): 3,861 m 2 (ii) Building : total floor space: 28, m 2 (Description in Real Property Registry) 7) Structure (Description in Real Property Registry) Steel frame and steel framed reinforced concrete structure, flat roof, 9 floors above ground and 1 floor below ground 8) Completion of Construction: (Description in Real Property Registry) July 10,

3 9) Design and Construction Design: Taisei Corporation, 1st Class Registerd Architect Office Construction: Taisei Corporation, Tokyo Branch 10) Valuation Valuation prepared by Daiwa Real Estate Appraisal Co., Ltd. Appraisal Value: 30,600,000,000 Date of Valuation: June 1, 2012 Summary of Valuation Item Value Profit price 30,600,000,000 Price based on direct capitalization method 31,400,000,000 Net revenue 1,414,765,000 Cap rate 4.5% Price based on DCF method 30,200,000,000 Discount rate 4.3% Terminal cap rate 4.7% Integration value 23,900,000,000 Percentage for land 76.8% Percentage for building 23.2% 11) Earthquake PML 7.3% (obtained from the building condition investigation report prepared by Engineering & Risk Services Corporation) 12) Existence of Secured Interests (liens) None. 13) Description of Tenants (Tenancy as of June 28, 2012) Total number and summary of lessees: 11 companies (6 general business companies, 4 stores, 1 medical clinic) Total rental revenues: 1,757 million/year Total rentable area: 20, m 2 Total leased area: 20, m 2 Occupancy Rate: 100% Total lease deposit amount: 1,401 million 3

4 4 Outline of Seller 1. Name Shiodome-Nishi Asset Management Y.K. 2. Location 2-ban 3, Marunouchi 3-chome, Chiyoda-ku, Tokyo, c/o Tokyo Kyodo Accounting Office 3. Name and Title of Kazuhiko Suda, Director Representative 4. Description of Business 1. sale, purchase, retention and management of real property trust beneficiary interests; 2. sale, purchase, exchange, lease, possession and management of real property; and 3. all other business activities incidental to each of the foregoing. 5. Capital 3 million (as of June 1, 2012) 6. Date of Establishment January 18, Relations with NBF/NBFM Capital Relationship None Personnel None Business Relationship None Related parties Does not fall under the category of related parties of either NBF or NBFM. 5 Status of Owners etc. of the Property The current acquisition of the Property is not an acquisition from a party which falls under the category of any specially-interested party of NBF or its asset management company. 6 Acquisition Schedule June 28, 2012: Determination to make acquisition; execution of sale and purchase agreement of trust beneficiary interests July 2, 2012 : Delivery (anticipated) 7 Forecasted Management Situation as at the close of June, 2012 This acquisition does not change the forecasted management situation of NBF during the period ending June 30, Impact on the forecast of management situation for the period ending December 31, 2012 will be announced as soon as the same becomes available. 8 Name of Property The name of the Property will be changed to NBF COMODIO Shiodome after delivery of the Property. End This English language notice is a translation of the Japanese language notice dated June 28, 2012 and was prepared solely for the convenience of, and reference by, overseas investors. Neither NBF nor Nippon Building Fund Management Ltd. makes any warranties as to its accuracy or completeness. 4

5 <Attached Materials> Reference Material 1 Estimated Revenues and Expenses from the Property to be Acquired Reference Material 2 Exterior Appearance of the Property Reference Material 3 Standard Floor Plan of the Property Reference Material 4 Summary of Portfolio after Acquisition of the Property 5

6 Reference Material 1 Estimated Revenues and Expenses from the Property to be Acquired 1) Property NOI (Net Operating Income): 1,399 million 2) The above figures represent annualized revenues and expenses based on assumptions made as of this date after exclusion of extraordinary factors for the year of acquisition, and revenues are premised on an occupancy rate of 97.0% (and are not estimated figures for the following fiscal year). 6

7 Reference Material 2 Exterior Appearance of the Property 7

8 Reference Material 3 Standard Floor Plan of the Property 8

9 Reference Material 4 Summary of Portfolio after Acquisition of the Property (Note 1) Area Name of Building 9 Acquisition Price (\ in thousands) (Note 1) Percentage Percentage of each area Value (Real Estate Appraisal Value) (\ in thousands) (Note 2) NBF Hibiya Bldg. 63,500, % 55,400,000 Nishi-Shinjuku Mitsui Bldg. 45,002, % 44,100,000 Gate City Ohsaki 41,731, % 40,700,000 Mitsubishi Heavy Industries Head Office Bldg. 36,300, % 38,900,000 Shiba NBF Tower 32,000, % 26,400,000 NBF Platinum Tower 31,000, % 51,200,000 NBF Minami-Aoyama Bldg. 31,000, % 16,900,000 NBF COMODIO Shiodome (Note 3) 28,800, % 30,600,000 Toranomon Kotohira Tower 24,543, % 30,700,000 NBF Nihonbashi Muromachi Center Bldg. 23,945, % 27,100,000 Nakameguro GT Tower 23,856, % 21,700,000 Mitsuiseimei Ochanomizu Bldg. 20,840, % 14,700,000 NBF Ginza Street Bldg. 17,000, % 14,500,000 Shinjuku Mitsui Bldg. No.2 16,285, % 14,600,000 GSK Bldg. 15,616, % 21,700,000 River City M-SQUARE 13,350, % 13,800,000 NBF Toranomon Bldg. 13,337, % 17,100,000 Tokyo CBDs Kowa Nishi-Shinbashi Bldg. B 13,217, % 65.8% 15,700,000 Nippon Steel Bldg. No.2 12,614, % 13,970,000 NBF Alliance 9,126, % 10,300,000 Yotsuya Medical Bldg. 8,800, % 7,400,000 Shibuya Garden Front 8,700, % 13,900,000 Higashi Gotanda Square 8,350, % 8,350,000 NBF Shibuya East 8,000, % 6,570,000 NBF Shibakouen Bldg. 6,770, % 8,200,000 NBF Takanawa Bldg. 6,667, % 7,640,000 NBF Akasaka Sanno Square 6,250, % 7,000,000 NBF Shibakouen Daimon Street Bldg. 6,100, % 4,400,000 Sumitomo Densetsu Bldg. 5,365, % 4,990,000 NBF Higashi-Ginza Square 5,200, % 7,210,000 NBF Ogawamachi Bldg. 4,940, % 5,530,000 Nihonbashi Kabuto-cho M-SQUARE 4,850, % 4,860,000 NBF Ikebukuro Tower 4,695, % 5,000,000 NBF Ikebukuro City Bldg. 4,428, % 4,930,000 Ryukakusan Bldg. 4,050, % 4,050,000 Nakanosakaue Sunbright Twin 40,750, % 30,300,000 NBF Toyosu Canal Front 35,200, % 35,700,000 NBF Toyosu Garden Front 25,018, % 28,700,000 NBF Ueno Bldg. 10,400, % 8,630,000 Chofu South Gate Bldg. 9,320, % 9,320,000 Shin-Kawasaki Mitsui Bldg. 20,300, % 14,500,000 Shin-Kawasaki Mitsui Bldg. (Additional Acquisition) 5,520, % 6,180,000 Other Greater Yokohama ST Bldg. 13,529, % 13,900, % Tokyo Parale Mitsui Bldg. 3,800, % 3,530,000 NBF Atsugi Bldg. 2,300, % 2,100,000 Tsukuba Mitsui Bldg. 8,875, % 7,290,000 NBF Utsunomiya Bldg. 2,435, % 2,090,000 S-ino Omiya North Wing 16,816, % 18,000,000 NBF Urawa Bldg. 2,000, % 1,770,000 NBF Shin-Urayasu Tower 15,700, % 11,500,000 NBF Matsudo Bldg. 2,455, % 2,280,000 Sapporo L-Plaza 4,404, % 6,560,000 NBF Sapporo Minami Nijo Bldg. 1,870, % 1,540,000 NBF Sendai Honcho Bldg. 3,566, % 2,860,000 NBF Unix Bldg. 4,028, % 3,310,000 NBF Niigata Telecom Bldg. 3,957, % 2,980,000 NBF Nagoya Hirokoji Bldg. 7,232, % 7,230,000 Aqua Dojima NBF Tower 17,810, % 18,200,000 Shinanobashi Mitsui Bldg. 14,400, % 13,400,000 Sun Mullion NBF Tower 10,500, % 7,930,000 Other Cities Sakaisuji-Honmachi Center Bldg. 6,500, % 11.0% 6,390,000 NBF Sakai-Higashi Bldg. 2,227, % 1,620,000 Aqua Dojima East 1,914, % 1,780,000 NBF Shijo Karasuma Bldg. 1,627, % 1,230,000 NBF Hiroshima Tatemachi Bldg. 2,930, % 2,400,000 Hiroshima Fukuromachi Bldg. 835, % 770,000 Hiroshima Fukuromachi Bldg.(Additional Acquisition) 1,380, % 1,540,000 NBF Matsuyama Nichigin-mae Bldg. (Note 4) 3,310, % 3,490,000 Hakata Gion M-SQUARE 8,000, % 8,070,000 NBF Kumamoto Bldg. 4,500, % 3,710,000 Total 921,639, % 100% 910,900,000 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 December 2011 (real estate appraisal value with date of valuation being December 31, 2011). (Note 3) Expected to be acquired on July 2, The date of valuation for the ''value (real estate appraisal value)'' is June 1, (Note 4) The date of valuation for the ''value (real estate appraisal value)'' is November 30, 2011.