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Translation Purposes Only
March 28, 2012
For Immediate Release
REIT Issuer
HEIWA REAL ESTATE REIT, Inc.
2-5-1 Atago, Minato-ku, Tokyo
Masaaki Higashihara, Executive Director
(Securities Code: 8966)
Asset Management Company
HEIWA REAL ESTATE Asset Management CO., LTD.
Takaya Ichikawa, President & Representative Director
Inquiries: Shinya Ito, General Manager, IR Department
TEL. +81-3-5402-8731
Acquisition of Asset (HIROKOJI AQUA PLACE)
HEIWA REAL ESTATE REIT, Inc. (the “Investment Corporation”) announced today the following decision to
acquire Hirokoji Aqua Place (the “Property”)
Details
1. Overview of the Acquisition
(1) Property Name HIROKOJI AQUA PLACE
(2) Type of Asset to be Acquired Trust beneficial interest (real estate in Japan)
(3) Investment Category Regional city office building
(4) Investment Area Regional investment area (Nagoya-shi, Aichi)
(5) Acquisition Price (Planned) ¥2,930,000,000 (Note)
(6) Agreement Execution Date
(Planned) March 30, 2012
(7) Planned Acquisition Date
(Delivery Date) March 30, 2012
(8) Seller HEIWA REAL ESTATE Co., Ltd.
(9) Acquisition Financing Cash on hand and borrowings
(10) Settlement Method Settlement in lump-sum at time of delivery
(11) Trustee Mizuho Trust & Banking Co., Ltd.
(12) Trust period From December 27, 2011 to November 30, 2021
(Note) Acquisition price (planned) is the price described in the trust beneficial interest transaction agreement (consumption tax not included),
and excludes acquisition costs, fixed property tax, and city planning tax, etc.
- 2 -
2. Reasons for the Acquisition and Property Characteristics
The Investment Corporation will acquire the Property pursuant to the “Asset Management Target and Policy” set
forth in its bylaws.
Since October 2009, when Heiwa Real Estate Co., Ltd. (hereinafter, “Heiwa Real Estate”) became the sole sponsor of
the Asset Management Company by acquiring its entire shares, the Investment Corporation had been pursuing
“restructuring of foundation for growth” as stage 1. In October 2010, the Investment Corporation merged with Japan
Single-residence REIT, and worked to enhance the profitability and quality of its portfolio in terms of business
operations and to improve loan terms and conditions, including reduction in financial costs, and establish a stable
financial base in terms of financial operations. In June 2011, the Investment Corporation started initiatives for further
improvement both in business and financial operations, in pursuit of stage 2 dubbed as “Towards the Path of
Re-Growth.” As part of these endeavors, the Investment Corporation has decided to acquire the Property by taking
advantage of the warehousing function of Heiwa Real Estate, based on the memorandum on business cooperation
executed between Heiwa Real Estate and the asset management company.
The Investment Corporation believes that the acquisition of the Property should be beneficial as it increases the
investment ratio of office properties in view of the balance of the entire portfolio and promotes geographical
diversification.
The Property is a relatively new, mid-sized office building completed in May 2008 with a total floor space of
9,521.09 m2. Facing Hirokoji-dori, a major street in Nagoya City, it features sufficient competitiveness in building
specifications in comparison with neighboring properties. In addition, Heiwa Real Estate has a branch in Nagoya City,
making it possible for the Investment Corporation to entrust property management operations to Heiwa Real Estate and
utilize its leasing ability, tenant relations, information channels and building operation and administration capabilities. It
is also expected the Property will produce relatively high yields. Considering these points, the Investment Corporation
has judged the Property will contribute to the improvement of the profitability and quality of the portfolio, and decided
on its acquisition.
The characteristics of the Property are explained below.
(1) Location
・The Property is approximately four minutes walk from Shinsakae Station on the
Nagoya City Subway Higashiyama Line and approximately seven minutes walk
from Takaoka Station on the Nagoya City Subway Sakura-Dori Line, providing
high convenience that allows use of two stations on two subway lines. The
Property also commands high visibility as it faces Hirokoji-dori.
・The Shinsakae district has few relatively new office buildings while offering high
convenience of public transport including subways and expressways. As such, the
location allows expectations for demand for office space.
(2) Building
・The Property has a leasable floor space of approximately 733 m2 (approximately
221 tsubos) on a standard floor, and features a ceiling height of 2,700 mm
(standard floor), an OA-compatible floor with a height of 100mm (standard floor),
individually controlled air conditioners on each floor, three elevators, smoking
rooms on each floor (standard floor), parking space for 145 vehicles and low
emissivity glass, etc. It is well-equipped for competitiveness as a relatively new,
mid-sized office building.
Furthermore, the acquisition of the Property will change the property composition by property type from 33.83% for
office, 62.94% for residence and 3.23% for hotel to 35.30% for office, 61.54% for residence and 3.16% for hotel.
Going forward, the Investment Corporation will continue to pursue both profitability of office properties and stability
of residential properties, a characteristic of a compound portfolio comprising office and residential properties, working
to expand the asset size and enhance profitability.
- 3 -
3. Acquisition Asset Details
Property Name HIROKOJI AQUA PLACE
Location (Note 1)
(Residential address)
1-5-8 Shinsakae, Naka-ku, Nagoya-shi, Aichi
(Lot number)
507 and 514 Shinsakae, Naka-ku, Nagoya-shi, Aichi
Land
Form of Ownership Ownership
Area (Note 1) 1,389.39 m2
Use District (Note 2) Commercial district
Building Coverage Ratio
(Note 3) 100.00%
Floor Area Ratio (Note 3) 800.00% 500.00%
Building
Form of Ownership Trust beneficial interest
Use (Note 1) Office, store and parking
Structure / Floors (Note 1) Steel-framed, flat roof, 11 floors above ground
Steel-framed, zinc-coated steel sheets, one-story building
Total Floor Space (Note 1) 9,521.09 m2 (Note 4)
Construction Completion
Date (Note 1) May 2008
Construction Client Venus Treasure Godo Kaisha
Constructor Kajima Corporation
Architect KOKUBU SEKKEI
Structural Designer KOKUBU SEKKEI
Building Certification Bureau Veritas Japan
Property Management Company (Planned) Heiwa Real Estate Co., Ltd.
Master Lease Company (Planned) Heiwa Real Estate Co., Ltd.
Master Lease Type (Planned) Pass through
Grant of Security
Interests
Present None
After Acquisition Yes (planned to establish revolving pledge)
Lease Status
(Note 5)
Total Number of Tenants 6
Total Leasable Floor Space 7,471.78 m2
Total Leased Floor Space 6,245.10 m2
Monthly Rent (Including
Common Expenses) ¥19,541,319
Tenant Leasehold and
Security Deposits ¥85,408,710
Occupancy Rate(based on
floor space)
83.58% (Note 6)
[92.70%] (Note 7)
Assumed NOI
(Note 8)
(1) 21st Fiscal Period ¥42,983 thousand
(2) Annual assumption
(Yield) ¥215,509 thousand (7.35%)
Overview of Building
Status Survey Report
Survey Agent Tokyo Bldg-Tech Center Co., Ltd.
Survey Date January 20, 2012
Replacement Value ¥2,471,000,000
PML Value 10.6%
Long-term Maintenance
and Repair Cost (Within 15
Years)
¥117,340,000
Overview of Real
Estate Appraisal
Report (Note 9)
Appraiser Tanizawa Sogo Appraisal Co., Ltd.
Value Date January 31, 2012
Appraisal Value ¥3,710,000,000
- 4 -
(Note 1) “Location (excluding Indication of Residential Address),” “Parcel Area,” “Use,” “Structure/Floors,” “Total Floor Space” and
“Construction Completion Date” are as stated in the real estate registry.
(Note 2) “Use District” is the type of use district as listed in Article 8, Paragraph 1, Item 1of the City Planning Act.
(Note 3) “Building Coverage Ratio” is the ratio of the building area of the building to the site area as stipulated in Article 53 of the Building
Standards Act, and “Floor Area Ratio” is the ratio of the total floor space of the building to the site area as stipulated in Article 52
of the Building Standards Act.
Furthermore, the floor area ratio is 800% for the area up to 30m from the border of the road north to the land of the Property, and
500% for the area beyond 30m. The weighted average floor area ratio of the two areas is 684.07%.
(Note 4) The figure includes the parking lot (156.24 m2), which is annexed to the Property.
(Note 5) “Lease Status” indicates figures as of March 28, 2012.
(Note 6) “Occupancy Rate” indicates the figure as of March 28, 2012.
(Note 7) “[Occupancy Rate]” indicates the figure that reflects the following events as assumed as of March 28, 2012.
(1) An agreement was executed with a tenant (leased floor space: 161.28 m2) as of February 27, 2012 concerning its move-in as of
April 1, 2012.
(2) An agreement was executed with a tenant (leased floor space: 135.24 m2) as of March 15, 2012 concerning its move-in as of
May 1, 2012.
(3) An agreement was executed with a tenant (leased floor space: 519.68 m2) as of March 23, 2012 concerning its move-in as of
June 18, 2012.
(4) A notice of cancellation was received from a tenant (leased floor space: 135.24 m2) concerning its move-out as of April 20,
2012.
(Note 8) Of the “Assumed NOI,”
(1) is the assumed figure for the 21st fiscal period on the assumption that there will be no new move-in or move-out, except for
the move-in and move-out of tenants as described in (Note 7), from the above lease status for the period from March 30, 2012,
the planned acquisition date of the Property, to May 31, 2012, which is the last day of the 21st fiscal period, and with an
anticipated period-end occupancy rate of 85.74%.
(2) is the assumed annual figure excluding special factors concerning operation cost, etc. and at a stable occupancy rate of the
Property at 90%.
(Note 9) For more details, please refer to (Attachment 1) Summary of Real Estate Appraisal Report.
4. Seller Profile
(1) Name Heiwa Real Estate Co., Ltd.
(2) Head Office Address 1-10 Nihonbashi Kabuto-cho, Chuo-ku, Tokyo
(3) Representative Sadao Yoshino, President, Director
(4) Line of Business
1. Leasing
2. Housing development
3. Real estate development
4. Other businesses
(5) Capital Stock ¥21,492 million (Note)
(6) Date of Incorporation July 1947
(7) Consolidated Net Assets ¥73,010 million (Note)
(8) Consolidated Total Assets ¥296,058 million (Note)
(9) Major Shareholders and
Shareholding Ratio
Mitsubishi Estate Co., Ltd. 10.67%
Japan Trustee Services Bank, Ltd. (Trust Account) 4.40%
The Master Trust Bank of Japan, Ltd. (Trust Account) 3.88%
GOLDMAN SACHS INTERNATIONAL 2.45%
(Note)
(10)
Relationship with the
Investment Corporation
and Asset Management
Company
Capital relationship
The seller owns 102,292 units (14.69% of total
investment units outstanding) of the Investment
Corporation’s investment units as of November 30,
2011. In addition, the seller owns 4,968 shares (100% of
total shares outstanding) of the Asset Management
Company’s shares, and falls within the scope of
interested persons, etc. as defined in the Financial
Instruments and Exchange Act and Act on Investment
Trusts and Investment Corporations.
- 5 -
Personnel Relationship
Of the officers and employees of the Asset Management
Company, two persons (excluding part-time directors)
are dispatched from the seller as of March 28, 2012.
Business Relationship
No transaction concerning acquisition or transfer of
assets was conducted between the Seller and the
Investment Corporation or the Asset Management
Company in the fiscal period ended November 2011.
Whether or Not a Related
Party
As described above, the seller is a major unitholder of
the Investment Corporation, and falls under the category
of interested persons, etc. of the Asset Management
Company.
(Note) Figures are as of March 31, 2011.
5. Broker Profile
N/A
6. Acquirer’s Profile
Investment Corporation Previous Owner Owner before Previous
Owner
Name HEIWA REAL ESTATE
REIT, Inc. Heiwa Real Estate Co., Ltd.
Party not falling within the
scope of specially-interested
parties
Relationship with
specially-interested
party -
Please refer to the above 4.
Seller Profile, (10)
Relationship with the
Investment Corporation and
Asset Management Company
-
Background and
Reason of
Acquisition, etc.
Please refer to the above 1.
Overview of the Acquisition
and 2. Reasons for the
Acquisition and Property
Characteristics.
Acquisition for warehousing
purposes -
Acquisition Price ¥2,930 million ¥2,850 million
(excluding related expenses) -
Acquisition Date March 30, 2012 (Planned) December 27, 2011 -
7. Transactions with Interested Persons, etc. (Asset Acquisition and Consignment of Property Management Operations)
In addition to interested persons, etc. as defined in the Financial Instruments and Exchange Act and Act on
Investment Trusts and Investment Corporations, the Asset Management Company regulates transactions involving
conflicts of interest with interested parties, stipulating in its internal regulations that an “interested party” shall refer
collectively to:
(i) A company, etc. that holds more than 10% of the voting rights of all shareholders of the Asset Management
Company;
(ii) A company, etc. in which more than 50% of the voting rights of all its shareholders are held by (i); or
(iii) A company, etc. to which (i) or (ii) provides advice, etc. on the management and administration of its
assets.
- 6 -
Since Heiwa Real Estate, which is the seller of the Property and the consignee of its property management
operations, falls under the scope of the interested party category, the Board of Directors meeting held today decided on
the transaction after obtaining unanimous consent at the Asset Management Company’s Investment Committee,
Compliance Committee and the Board of Directors meeting, pursuant to the internal rules of the Asset Management
Company.
8. Management Status Outlook
The acquisition of the Property will have minimal impact on the Investment Corporation’s earnings performance,
and no change is made to the management status forecast for the fiscal period ending May 2012 (the 21st fiscal period
from December 1, 2011 to May 31, 2012).
* Distribution: Kabuto Club, Ministry of Land, Infrastructure, Transport and Tourism Press Club, and
Ministry of Land, Infrastructure, Transport and Tourism Press Club for Construction Publications
* Investment Corporation Website: http://www.heiwa-re.co.jp/english/
[Attachment]
(Attachment 1) Summary of Real Estate Appraisal Report
(Attachment 2) Photo and Map of Location of the Property
(Attachment 3) Portfolio List After the Acquisition of the Property
- 7 -
(Attachment 1) Summary of Real Estate Appraisal Report
(Unit: yen)
Appraiser Tanizawa Sogo Appraisal Co., Ltd.
Valuation date January 31, 2012
Appraisal value 3,710,000,000
Value indicated by the income approach 3,710,000,000
Value indicated by the income approach
(direct capitalization method) 3,780,000,000
Effective gross income 319,763,098
Potential gross income 247,958,570
Other income 71,804,528
Operating expenses 95,960,434
Net operating income (NOI) 223,802,664
Interest of refundable security
deposits 2,753,419
Capital expenditures 3,825,000
Net cash flow (NCF) 222,731,083
Capitalization rate 5.9%
Value indicated by the income approach
(discounted cash flow method) 3,680,000,000
Discount rate 6.1%
Terminal capitalization rate 6.2%
Value indicated by the cost approach 3,390,000,000
- 10 -
(Attachment 3) Portfolio List After the Acquisition of the Property
Property
No. Property Name Location
Investment
Area
(Note 1)
Acquisition
Price
(million yen)
Investment
Ratio
(%)
Offices
Of-01 Asahi Life Insurance Gotanda
Building Shinagawa-ku, Tokyo I 1,290 0.98
Of-05 Suitengu Heiwa Building Chuo-ku, Tokyo I 1,550 1.17
Of-06 NV Tomioka Building Koto-ku, Tokyo I 2,500 1.89
Of-07 Hamamatsucho SS Building Minato-ku, Tokyo I 1,530 1.16
Of-08 Kokusai Tameike Building Minato-ku, Tokyo I 2,700 2.04
Of-09 Grace Building Sengakujimae Minato-ku, Tokyo I 1,220 0.92
Of-10 Nisso Dai 15 Building Yokohama-shi,
Kanagawa II 1,550 1.17
Of-11 Nihonbashi Daiichi Building Chuo-ku, Tokyo I 2,150 1.63
Of-12 Hatchobori SF Building Chuo-ku, Tokyo I 3,092 2.34
Of-13 Shibuya AX Hills Shibuya-ku, Tokyo I 1,860 1.41
Of-14 KCA Building Chiyoda-ku, Tokyo I 1,730 1.31
Of-15 Daiwa Nakameguro Building Meguro-ku, Tokyo I 2,870 2.17
Of-16 Anwa Tsukasacho Building Chiyoda-ku, Tokyo I 1,385 1.05
Of-17 Hatchobori MF Building Chuo-ku, Tokyo I 1,110 0.84
Of-18 M2 Harajuku Shibuya-ku, Tokyo I 3,418 2.59
Of-20 Funabashi Face Building Funabashi-shi, Chiba II 3,900 2.95
Of-21 Adesso Nishiazabu Minato-ku, Tokyo I 640 0.48
Of-22 CIC Toranomon Building Minato-ku, Tokyo I 1,675 1.27
Of-23 Aria Ikebukuro Toshima-ku, Tokyo I 1,314 0.99
Of-24 CIC Yushima Building Bunkyo-ku, Tokyo I 1,434 1.09
Of-25 Kayabacho Heiwa Building Chuo-ku, Tokyo I 4,798 3.63
Of-26 HIROKOJI AQUA PLACE Nagoya-shi, Aichi III 2,930 2.22
Office Subtotal 46,646 35.30
Resid
ences
Re-03 Concord Ichikawa Ichikawa-shi, Chiba II 430 0.33
Re-05 CIC Meguro Meguro-ku, Tokyo I 660 0.50
Re-09 Regulus Higashikasai Edogawa-ku, Tokyo I 650 0.49
Re-11 Mirum Wakabayashi Koen Setagaya-ku, Tokyo I 3,610 2.73
Re-12 Mirum Himonya Meguro-ku, Tokyo I 1,560 1.18
Re-14 Main Stage Minami Azabu III Minato-ku, Tokyo I 1,370 1.04
Re-15 Cosmos Gracia Azabujuban Minato-ku, Tokyo I 1,260 0.95
Re-16 Advantage Gakugeidaigaku Meguro-ku, Tokyo I 1,000 0.76
Re-17 Hermitage Higashikanda Chiyoda-ku, Tokyo I 1,100 0.83
Re-18 Hermitage Higashinihonbashi Chuo-ku, Tokyo I 1,210 0.92
Re-19 Hermitage Nerima Nerima-ku, Tokyo I 690 0.52
Re-20 Landstage Shirokane Takanawa Minato-ku, Tokyo I 4,030 3.05
Re-21 Urbyl Berger Meidaimae Setagaya-ku, Tokyo I 1,070 0.81
Re-22 Joy City Nihonbashi Chuo-ku, Tokyo I 1,130 0.86
Re-23 Grefas Kamishakujii Nerima-ku, Tokyo I 950 0.72
Re-24 T&G KINSHICHO MANSION Sumida-ku, Tokyo I 1,100 0.83
Re-25 Glenpark Ginza EAST Chuo-ku, Tokyo I 5,940 4.49
Re-26 Glenpark Shin-yokohama Yokohama-shi,
Kanagawa II 3,350 2.53
Re-29 Residence Mukogaoka Bunkyo-ku, Tokyo I 2,350 1.78
Re-30 Residence Higashimagome Ota-ku, Tokyo I 1,630 1.23
Re-31 Glenpark Gakugeidaigaku Meguro-ku, Tokyo I 1,650 1.25
Re-33 Advance Kameido Koto-ku, Tokyo I 1,050 0.79
Re-34 Vante Tanashi Nishitokyo-shi,
Tokyo II 911 0.69
Re-35 Single-residence Shiba-koen Minato-ku, Tokyo I 836 0.63
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Re-36 Single-residence Mita Minato-ku, Tokyo I 1,080 0.82
Re-37 Single-residence Takanawa Minato-ku, Tokyo I 749 0.57
Re-38 La Residence de Shirokanedai Minato-ku, Tokyo I 730 0.55
Re-39 Single-residence Ginzahigashi Chuo-ku, Tokyo I 1,460 1.10
Re-40 Single-residence Hatchobori II Chuo-ku, Tokyo I 1,890 1.43
Re-41 Single-residence Hatchobori III Chuo-ku, Tokyo I 793 0.60
Re-42 Single-residence Ginza Chuo-ku, Tokyo I 944 0.71
Resid
ence
Re-43 TOUR JAUNE
Komazawa-koen Setagaya-ku, Tokyo I 6,520 4.93
Re-44 Single-residence
Umeda TOWER Osaka-shi, Osaka III 1,920 1.45
Re-45 Single-residence Nakanoshima Osaka-shi, Osaka III 453 0.34
Re-46 Single-residence Awaza Osaka-shi, Osaka III 577 0.44
Re-47 Single-residence Marunouchi Nagoya-shi, Aichi III 624 0.47
Re-48 Single-residence Hirao Fukuoka-shi,
Fukuoka III 1,780 1.35
Re-49 Single-residence Kawaramachi
Nijo Kyoto-shi, Kyoto III 534 0.40
Re-50 Single-residence Minami 6 Jyo Sapporo-shi,
Hokkaido III 229 0.17
Re-51 Single-residence Tenjinminami Fukuoka-shi,
Fukuoka III 631 0.48
Re-52 Single-residence Tenjinhigashi Fukuoka-shi,
Fukuoka III 502 0.38
Re-53 Single-residence
Shijyo Kawaramachi Kyoto-shi, Kyoto III 1,820 1.38
Re-54 La Residence de Sendagi Bunkyo-ku, Tokyo I 820 0.62
Re-55 Single-residence Sendagi Bunkyo-ku, Tokyo I 870 0.66
Re-56 Single-residence
Komazawa-koen Setagaya-ku, Tokyo I 615 0.47
Re-57 Single-residence
Musashikoyama Shinagawa-ku, Tokyo I 842 0.64
Re-58 Single-residence Kokubunji Kokubunji-ku, Tokyo II 839 0.63
Re-59 Single-residence Hisayaodori Nagoya-shi, Aichi III 1,080 0.82
Re-60 Single-residence
Karasuma Kuramaguchi Kyoto-shi, Kyoto III 572 0.43
Re-61 Single-residence
Nishishinjuku WEST Shinjuku-ku, Tokyo I 1,990 1.51
Re-62 Single-residence
Nishishinjuku EAST Shinjuku-ku, Tokyo I 1,170 0.89
Re-63 Single-residence
Higashishinjuku Shinjuku-ku, Tokyo I 1,360 1.03
Re-64 Single-residence
Higashishinsaibashi Osaka-shi, Osaka III 566 0.43
Re-65 Single-residence Kitayobancho Sendai-shi, Miyagi III 809 0.61
Re-66 Single-residence Atagobashi Sendai-shi, Miyagi III 684 0.52
Re-67 Single-residence
Kyudaibyoin-mae
Fukuoka-shi,
Fukuoka III 426 0.32
Re-68 Single-residence Asakusabashi Taito-ku, Tokyo I 771 0.58
Re-69 Single-residence Ichibancho Sendai-shi, Miyagi III 834 0.63
Re-70 Single-residence Higashinakano Nakano-ku, Tokyo I 942 0.71
Re-71 Single-residence Minami 5 Jyo Sapporo-shi,
Hokkaido III 408 0.31
Re-72 Single-residence
Waseda First Square Shinjuku-ku, Tokyo I 2,090 1.58
Re-73 Single-residence
Waseda Second Square Shinjuku-ku, Tokyo I 872 0.66
Residence Subtotal 81,333 61.54
- 12 -
Ho
tels
Ho-01 Super Hotel Osaka Tennoji Osaka-shi, Osaka III 1,080 0.82
Ho-02 Super Hotel Kyoto
Karasumagojyo Kyoto-shi, Kyoto III 900 0.68
Ho-03 Super Hotel Saitama Omiya Saitama-shi, Saitama II 1,050 0.79
Ho-04 Super Hotel Sendai Hirose-dori Sendai-shi, Miyagi III 1,150 0.87
Hotels Subtotal 4,180 3.16
Portfolio Total 132,159 100.00
(Note 1) The Investment Area column entries are in accordance with the following basis:
Investment in the Primary Investment Area (Tokyo 23 Wards) is entered as “I,” investment in the Secondary
Investment Area (Tokyo (other than the Primary Investment Area), and major urban areas of Kanagawa
Prefecture, Chiba Prefecture and Saitama Prefecture) is entered as “II,” and investment in the Regional
Investment Area (major urban areas of government-ordinance-designated cities other than the Primary and
Secondary Investment Areas) is entered as “III.”