Notice concerning Asset Transfer (Niigata Higashibori-dori ... · The date of execution of the...

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1 / 17 July 20, 2018 To All Concerned Parties Name of REIT Issuer One REIT, Inc. 2-1-3 Nihonbashi, Chuo-ku, Tokyo, Japan Koji Hashimoto, Executive Director (TSE Code: 3290) Contact: Asset Management Company Mizuho REIT Management Co., Ltd. Koji Hashimoto, Chief Executive Officer Contact Person: Takeshi Akimoto, Managing Director Finance & Administration Division TEL+81-3-3242-7155 Notice concerning Asset Transfer (Niigata Higashibori-dori Parking Building) and Acquisition (Crescendo Building) One REIT, Inc. (hereafter referred to as “One REIT”) announced as of July 20, 2018 that Mizuho REIT Management Co., Ltd. (hereafter referred to as the “Asset Management Company”), an asset management company to which One REIT entrusts management of its assets, made a decision to conduct an asset transfer and acquisition (hereafter referred to as the “Transfer” and the “Acquisition,” respectively, and the “Transactions” collectively; the asset subject to the Transfer and the asset subject to the Acquisition are hereinafter referred to as the “Asset to be Transferred” and the “Asset to be Acquired,” respectively). 1. Overview of the Transactions (1) Overview of the Transfer 1. Property name (Property No.) Niigata Higashibori-dori Parking BuildingR-22. Location (Note 1) Niigata-shi, Niigata 3. Asset to be transferred Trust beneficiary interests 4. Anticipated transfer price (Note 2) 620 million yen 5. Book value (Note 3) 417 million yen 6. Difference between anticipated transfer price and book value (Note 4) 202 million yen 7. Appraisal value (Note 5) 611 million yen 8. The date of execution of the transfer agreement July 20, 2018 9. Anticipated transfer date August 30, 2018 10. Buyer See “4. Overview of the Buyer and the Seller” below 11. Settlement method Lump-sum receipt at the time of delivery (2) Overview of the Acquisition 1. Property name (Property No.) Crescendo BuildingOT-182. Location (Note 1) Yokohama-shi, Kanagawa Translation Purposes Only

Transcript of Notice concerning Asset Transfer (Niigata Higashibori-dori ... · The date of execution of the...

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July 20, 2018 To All Concerned Parties

Name of REIT Issuer One REIT, Inc. 2-1-3 Nihonbashi, Chuo-ku, Tokyo, Japan Koji Hashimoto, Executive Director (TSE Code: 3290) Contact: Asset Management Company Mizuho REIT Management Co., Ltd. Koji Hashimoto, Chief Executive Officer Contact Person: Takeshi Akimoto, Managing Director Finance & Administration Division TEL:+81-3-3242-7155

Notice concerning Asset Transfer (Niigata Higashibori-dori Parking Building) and Acquisition (Crescendo Building)

One REIT, Inc. (hereafter referred to as “One REIT”) announced as of July 20, 2018 that Mizuho REIT Management Co., Ltd. (hereafter referred to as the “Asset Management Company”), an asset management company to which One REIT entrusts management of its assets, made a decision to conduct an asset transfer and acquisition (hereafter referred to as the “Transfer” and the “Acquisition,” respectively, and the “Transactions” collectively; the asset subject to the Transfer and the asset subject to the Acquisition are hereinafter referred to as the “Asset to be Transferred” and the “Asset to be Acquired,” respectively).

1. Overview of the Transactions

(1) Overview of the Transfer

1. Property name (Property No.) Niigata Higashibori-dori Parking Building(R-2) 2. Location (Note 1) Niigata-shi, Niigata 3. Asset to be transferred Trust beneficiary interests 4. Anticipated transfer price (Note 2) 620 million yen 5. Book value (Note 3) 417 million yen

6. Difference between anticipated transfer price and book value (Note 4) 202 million yen

7. Appraisal value (Note 5) 611 million yen

8. The date of execution of the transfer agreement July 20, 2018

9. Anticipated transfer date August 30, 2018 10. Buyer See “4. Overview of the Buyer and the Seller” below 11. Settlement method Lump-sum receipt at the time of delivery

(2) Overview of the Acquisition

1. Property name (Property No.) Crescendo Building(OT-18) 2. Location (Note 1) Yokohama-shi, Kanagawa

Translation Purposes Only

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3. Asset to be acquired Trust beneficiary interests 4. Anticipated acquisition price(Note 6) 2,466 million yen 5. Appraisal value (Note 5) 2,500 million yen

6. The date of execution of the purchase and sale agreement July 20, 2018

7. Anticipated acquisition date September 3, 2018 8. Seller See “4. Overview of the Buyer and the Seller” below 9. Acquisition fund Borrowing (Note7)

10. Settlement method Lump-sum payment at the time of delivery (Note 1) The “Location” column contains the minimum independent administrative district where each asset is located. (Note 2) The “ Anticipated transfer price” column contains the trading value of the Asset to be Transferred (excluding transfer

costs, adjusted amount of fixed asset tax and city planning tax, consumption tax, local consumption tax, etc.) described in the transfer agreement of trust beneficiary interest related to the said assets.

(Note 3) As of February 28, 2018 (Note 4) The figure, calculated for reference purpose only, represents the difference between the anticipated transfer price and

the book value, and differs from the gain or loss on transfer. Furthermore, the figure is rounded down to the nearest million yen.

(Note 5) Appraisal date: Asset to be Transferred: February 28, 2018 Asset to be Acquired: July 1, 2018

(Note 6) The “Anticipated acquisition price” column contains the trading value of the Asset to be Acquired (excluding equivalent to consumption tax, etc.) described in the purchase and sale agreement of trust beneficiary interest related to the said assets.

(Note 7) Details of such borrowing will be announced once determined. 2. Reason for the Transactions

One REIT’s growth strategy centers on “Continuous growth of dividends” and “Disciplined external growth considering portfolio and financial structure” for further growth in the future. Guided by such growth strategy, One REIT has been making efforts to enhance the stability and profitability of its portfolio. For instance, it transferred J Tower, a flagship property since the listing, and acquired Daihakata Building and two other properties in the fiscal period ended February 2018 (9th fiscal period ). The Transactions are a part of the endeavors to further enhance the stability and profitability of its portfolio, and One REIT believes that such endeavors contribute to diversifying tenants and stabilizing the revenue base of the portfolio. After the Transactions, the portfolio of One REIT will include 24 assets, increasing the total (anticipated) acquisition price of 82,849 million yen. Going forward, One REIT will continue its endeavors to enhance the stability and the profitability of its portfolio by utilizing support from the sponsor and supporting company, with an aim to increase unitholder value and medium- to long-term growth.

(1) Reason for the Transfer The Asset Management Company amended its asset management guideline last year, which set “core investment target areas” and more clearly brought out the attitude of “selective investment.” Niigata City, Niigata Prefecture, where the Asset to be Transferred “Niigata Higashibori-dori Parking Building” is located, does not fall under the category of such core investment target areas. Giving comprehensive consideration to such fact, as well as long-term prospect of balance of revenues and costs when continuing to hold the Asset to be Transferred and current favorable real estate trading market, etc., the Asset Management Company has discussed the transfer of the said Asset. Under such circumstances, the buyer offered the price exceeding book value and appraisal value as of the end of the most recent fiscal period (ended February 2018), and therefore the Asset Management Company decided to make the Transfer.

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(2) Reason for the Acquisition “Crescendo Building,” the Asset to be Acquired, is a medium-scale office building located in Yokohama City, Kanagawa Prefecture. Shin-Yokohama Station, the nearest station, is on JR Yokohama and Tokaido Shinkansen lines, and provides good access to various areas. Furthermore, Sotetsu-Tokyu direct train service is scheduled to commence its operation (the second half of the fiscal year 2022) (Note 1). Therefore, further improvement in transportation convenience is expected, and considering that the vacancy rate remains stable at a low level, the Asset Management Company considers the Shin-Yokohama area, as an area expected to enjoy stable demand for office rent going forward. The Acquisition was decided as the anticipated acquisition price is lower than appraisal value(Note 2), which is judged to be at an appropriate level, and moreover, it is judged to contribute to diversifying tenants and stabilizing the revenue base of the portfolio. The Asset to be Acquired falls under the category of assets subject to asset management as provided for under the Articles of Incorporation of One REIT, and the tenants of the property comply with the tenant selection standard described in the “Report on the Management Structure and System of the Issuer, etc. of Real Estate Investment Trust Units and Related Parties” dated May 30, 2018 (Note 1) Based on the information announced by the business operator as of July 20, 2018. (Note 2) Appraisal date: July 1, 2018

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3. Details of the Asset to be Transferred and the Asset to be Acquired Outline of the Asset to be Transferred and the Asset to be Acquired is listed in the table below. Description on the information provided in each column and the terms used in the table are as follows. The information provided in the table is as of the end of June 2018 unless otherwise stated. Provided, “Trustee” and “Expiration date of trust period” columns for the Asset to be Acquired are the plan at the time of the Acquisition.

a.The “Anticipated transfer price” column contains the trading value of the Asset to be Transferred (excluding

transfer costs, adjusted amount of fixed asset tax and city planning tax, consumption tax, local consumption tax, etc.) described in the transfer agreement of trust beneficiary interest related to the Asset to be Transferred.

b.The “Anticipated transfer date” column and the “Anticipated acquisition date” column contain the anticipated date when the asset is anticipated to be transferred or acquired by One REIT.

c.The “Acquisition price” column and the “Anticipated acquisition price” column contain the trading value of the Asset to be Transferred and the Asset to be Acquired (excluding equivalent to consumption tax, etc.) described in the purchase and sale agreement of trust beneficiary interest related to acquisition of the Asset to be Transferred, and described in the purchase and sale agreement of trust beneficiary interest related to acquisition of the Asset to be Acquired.

d.The “Appraisal value” column contains the appraisal value described in the Real Estate Appraisal Report by Chuo Real Estate Appraisal Co., Ltd. for both of the Asset to be Transferred and Asset to be Acquired.

e.Explanation of the “Land” column: (i) The “Location” column contains the lot address as stated in the registry. The “(Domicile)” column

contains the residential address. In case that the domicile is not available, the column contains the building location as stated in the registry (if there are multiple, then one of the locations.)

(ii) The “Area” column contains the parcel area as stated in the registry. (iii) The “Zoning” column contains the zoning category from Article 8, Paragraph 1, Item 1 of the City

Planning Act. (iv) The “Building-to-land ratio/Floor-area ratio” column contains the quantitative values (upper limit)

stipulated in accordance with the Building Standards Act, City Planning Act and other relevant laws and ordinances.

(v) The “Type of ownership” column contains the type of rights retained in trust by the trustee concerning the Asset to be Transferred and Asset to be Acquired.

f.Explanation of “Building” column: (i) The “Completed” column is the initial completion date as stated in the registry. (ii) The “Construction / Number of floors” column contains the structure and numbers of floors as stated in

the registry and may differ from the present state. (iii) The “Total floor space” column contains the sum total of the floor areas stated in the registry and may

differ from the present state. (iv) The “Use” column contains the primary type of use stated in the registry and may differ from the present

state. (v) The “Type of ownership” column contains the type of rights retained in trust by the trustee concerning the

Asset to be Transferred and Asset to be Acquired. g.The “PML value” column contains the PML value based on the portfolio earthquake PML appraisal report as

of July 2018 by SOMPO Risk Management & Health Care Inc. h.The “PM Company” column contains the property management company to which the property management

operation is outsourced as of July 20, 2018. i.The “Master Lease Company” column contains the master lease company to which the master lease operation

is outsourced as of July 20, 2018 or information after the Acquisition, if change of master lease company or termination of such outsource is anticipated.

j.The “Total leasable area” column contains the total floor space (in the event that the co-ownership portions are leased out, the area of the said portions is included) that can be leased for office and retail in the building concerning the Asset to be Transferred and Asset to be Acquired. The total leasable area includes (excluding

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the Asset to be Acquired) the parking lot or land used for other purposes. Total leasable area is not what is stated in the registry, but is calculated based on an area shown in the lease agreement. Therefore, the total leasable area does not necessarily match the total floor space stated in the registry. The data in this column is based on information provided by the current owners of the Asset to be Acquired.

k.The “Leased area” column contains data based on the leased space shown in lease agreements with each tenant (means each end tenant in the event that a master lease agreement has been concluded with regard to the Asset to be Transferred and the Asset to be Acquired) from among the total leasable area. The leased area includes (excluding the Asset to be Acquired) the parking lot or land used for other purposes. The data in this column is based on information provided by the current owner of the Asset to be Acquired.

l.The “Occupancy rate” column contains the figure as a percentage obtained by dividing the leased area by the total leasable area and rounded off to the first decimal place. The data in this column is based on information provided by the current owner of the Asset to be Acquired.

m.The “Total number of tenants” column contains the number of tenants described in the following manner; one tenant per asset is described in case that the tenant takes out a lease on multiple rooms in the same Asset to be Transferred and Asset to be Acquired, and the total number of end tenants is described in case that a master lease agreement has been concluded with regard to the Asset to be Transferred and Asset to be Acquired.

n.The “Monthly rent (including common area charges)” column contains the total monthly rent described in a lease agreement with each tenant (means each end tenant in the event that a master lease agreement has been concluded with regard to the Asset to be Acquired), rounded down to the nearest thousand yen. The data in this column is based on information provided by the current owner of the Asset to be Acquired. Monthly rent for a tenant that falls into a free rent period as of the end of June , 2018 is calculated based on the monthly rent described in the lease agreement.

o.The “Lease and guarantee deposits” column contains the residual amount of lease and guarantee deposits, etc. (excluding the lease and guarantee deposits, etc. related to parking lots and accessory facilities such as warehouse) of each tenant (or each end tenant) as of June 30, 2018, described in the lease agreement concluded with each tenant (each end tenant in the event that a master lease agreement has been concluded with regard to the Asset to be Acquired) provided by the current owner. Amounts are rounded down to the nearest thousand yen (when there is a portion that does not need to be returned, that portion is deducted).

p.The “Special remarks” column contains important issues related to the relationship of rights and the usage, etc. of the Asset to be Acquired, as well as important issues in consideration of the impact on the appraisal value, profitability and liquidity of the Asset to be Acquired.

q.The “Property Characteristics” column contains information based on the appraisal report, etc. in relation to the Asset to be Acquired that has been prepared by an appraiser and the analysis conducted by the Asset Management Company. Time on foot from a station in the column is based on the assumption that it takes a minute on foot in every 80 meters of road distance, in accordance with the Fair Competition Code Concerning Representations of Real Estates (Japan Fair Trade Commission Public Notice No. 23). Any fractional numbers are rounded up to the nearest minute.

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(1)Details of the Asset to be Transferred <Niigata Higashibori-dori Parking Building>

Property name Niigata Higashibori-dori Parking Building Specified assets category Trust beneficiary interests Trustee Mizuho Trust & Banking Co., Ltd.(Note1) Expiration date of trust period October 31, 2023 Anticipated transfer price 620 million yen Anticipated transfer date August 30, 2018 Acquisition price 432 million yen Acquisition date October 10, 2013 Appraisal value 611 million yen(Note2) Appraisal company Chuo Real Estate Appraisal Co., Ltd.

Land

Location 6-1047,1048,1049 Higashibori-dori Chuo-ku, Niigata-shi, Niigata

(Domicile) 6-1047 Higashibori-dori Chuo-ku, Niigata-shi, Niigata Area 1,167.82 m2 Zoning Commercial district Building-to-land ratio / Floor-area ratio 80%/600%

Type of ownership Land lease right

Building

Completed March 1993 Construction / Number of floors S with flat roof, 10 F

Total floor space 8,687.26 m2 Use Parking Type of ownership Proprietary Ownership

Lease status

Total leasable area 8,725.90 m2 Leased area 8,725.90 m2

Occupancy rate End of

February 2016

End of August 2016

End of February

2017

End of August 2017

End of February

2018 100.0% 100.0% 100.0% 100.0% 100.0%

Total number of tenants 1 Property-related operating revenue Not disclosed (Note 3)

Lease and guarantee deposits Not disclosed (Note 3)

(Note1) The trustee of the Property falls under the category of both “interested persons, etc.” defined in the “Act on Investment Trusts and Investment Corporations (hereafter referred to as the “Investment Trusts Act”)” and “an interested party” defined in the internal regulation concerning trading with an interested party of the Asset Management Company.

(Note 2) Appraisal date: February 28, 2018 (Note 3) “Property-related operating revenue” and “Lease and guarantee deposits” are not disclosed due to unavoidable

circumstances including the fact that consent from the tenant has not been obtained.

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(2)Details of the Asset to be Acquired <Crescendo Building>

(Note 1) The trustee of the Property falls under the category of both “interested persons, etc.” defined in the “Investment Trusts Act” and “an interested party” defined in the internal regulation concerning trading with an interested party of the Asset Management Company. The date when the trust is established is planned to be September 3, 2018.

(Note 2) Appraisal date: July 1, 2018.

Property name Crescendo Building Specified assets category Trust beneficiary interests Trustee Mizuho Trust & Banking Co.,Ltd.(Note1) Expiration date of trust period September 30, 2028 Anticipated acquisition price 2,466 million yen Anticipated acquisition date September 3, 2018 Appraisal value 2,500 million yen(Note2) Appraisal company Chuo Real Estate Appraisal Co., Ltd.

Land

Location 2-3-4 Shin-yokohama Kohoku-ku, Yokohama-shi, Kanagawa (Domicile) 2-3-4 Shin-yokohama Kohoku-ku, Yokohama-shi, Kanagawa Area 705.37 m2 Zoning Commercial district Building-to-land ratio / Floor-area ratio 80%/800%

Type of ownership Proprietary Ownership

Building

Completed July 1987 Construction / Number of floors SRC with flat roof, B1/9F

Total floor space 5,534.88 m2 Use Office, retail, parking Type of ownership Proprietary Ownership

Collateral None PML 4.58% PM Company XYMAX ALPHA Corporation Master Lease Company None Lease status

Total leasable area 4,402.95 m2 Leased area 4,402.95 m2 Occupancy rate 100.0% Total number of tenants 31

Monthly rent (including common area charges)

11,954 thousand yen

Lease and guarantee deposits 103,406 thousand yen

Special remarks None

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(Note) Based on the information announced by the business operator as of July 20, 2018

Property Characteristics

・ Office building located in approximately five minutes walking distance from Shin-Yokohama Station on JR and other lines

・ Particularly convenient location in the Shin-Yokohama area as it faces Shin-Yokohama Arena Street and has good access from the pedestrian walkway that is connected to Shin-Yokohama Station

・ Given good traffic access to a wide area using Tokaido Shinkansen and competitive rent than that in the center of Tokyo, the area around Shin-Yokohama Station has demand for office rent mainly from companies having the base in the Tokai region or west

・ Concerning the road traffic network, the opening of the Metropolitan Expressway Kanagawa Route 7 Yokohama-kita Line in March 2017 has dramatically improved access to the center of Tokyo and Haneda Airport

・ As for the railway traffic network, it will be accessible to the center of Tokyo and the area on the Sotetsu Line without changing trains after the commencement of operation of Sotetsu-Tokyu direct train service (scheduled in the second half of the fiscal year 2022)(Note), and therefore improvement in transportation for commuting and wider coverage of business offices, etc. can be expected

・ Various tenant needs can be satisfied owing to shape of rental space that can be divided into small lots

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4. Overview of the Buyer and the Seller (1) Overview of the Buyer

The buyer is a domestic general operating company but details are not indicated as no consent has been obtained from the buyer for disclosure of its name, etc. Furthermore, One REIT or the Asset Management Company has no capital, personnel and business relationships to note with the buyer as of July 20, 2018. Moreover, the buyer does not fall within the scope of the related parties of One REIT or the Asset Management Company.

(2) Overview of the Seller

Name Bestland Co., Ltd. Location Izumi Garden Tower 1-6-1 Roppongi, Minato-ku, Tokyo Position / Name of representative Shigeaki Shigemasa , President and CEO Nature of business 1. Real estate purchase, sale, leasing, brokerage, arrangement,

ownership and management 2. Real estate appraisal and real estate consulting services 3. Purchase, sale, leasing, brokerage, arrangement, ownership and

management of real estate such as condominium, office building, and apartment building

4. Building lots and buildings transaction business 5. Investment advisory business pertaining to real estate,

entrustment-based agency services for transactions, etc. 6. Type II financial instruments business

Stated capital 300 million yen Date of establishment November 19, 2010 Net assets Not disclosed (Note ) Total assets Not disclosed (Note ) Large shareholder and shareholding ratio

Not disclosed (Note )

Relationship with the One REIT or the Asset Management Company Capital relations There is no capital relationship to be stated with One REIT or the Asset

Management Company. In addition, there is no capital relationship to be specially noted between associated persons or associated companies of One REIT or the Asset Management Company and associated persons or associated companies of the concerned company.

Personnel relations There is no personal relationship to be stated with One REIT or the Asset Management Company. In addition, there is no personnel relationship to be specially noted between associated persons or associated companies of One REIT or the Asset Management Company and associated persons or associated companies of the concerned company.

Business relations There is no business relationship to be stated with One REIT or the Asset Management Company. In addition, there is no business relationship to be specially noted between associated persons or associated companies of One REIT or the Asset Management Company and associated persons or associated companies of the concerned company..

Circumstances applicable to related parties

The concerned company does not fall under the category of a related party.

(Note) Not disclosed as consent from the seller has not been obtained.

5. Overview of Brokerage (1) Overview of Brokerage in the Transfer

Name Nomura Real Estate Development Co., Ltd. Head office address 1-26-2, Nishishinjuku, Shinjuku-ku, Tokyo Position / Name of representative Seiichi Miyajima, President and Representative Director Nature of business Condominium sales, Detached house sales, Corporate real estate

brokerage, etc.

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Stated capital 2,000 million yen (June 26, 2018) Date of establishment April 15, 1957 Relationship with the One REIT or the Asset Management Company Capital relations There is no capital relationship to be stated with One REIT or the Asset

Management Company. In addition, there is no capital relationship to be specially noted between associated persons or associated companies of One REIT or the Asset Management Company and associated persons or associated companies of the concerned company.

Personnel relations There is no personal relationship to be stated with One REIT or the Asset Management Company. In addition, there is no personnel relationship to be specially noted between associated persons or associated companies of One REIT or the Asset Management Company and associated persons or associated companies of the concerned company.

Business relations There is no business relationship to be stated with One REIT or the Asset Management Company. In addition, there is no business relationship to be specially noted between associated persons or associated companies of One REIT or the Asset Management Company and associated persons or associated companies of the concerned company.

Circumstances applicable to related parties

The concerned company does not fall under the category of a related party.

Brokerage fee Not disclosed (Note)

(2) Overview of Brokerage in the Acquisition Name Nomura Real Estate Development Co., Ltd. Head office address 1-26-2, Nishishinjuku, Shinjuku-ku, Tokyo Position / Name of Representative Seiichi Miyajima, President and Representative Director Nature of business Condominium sales, Detached house sales, Corporate real estate

brokerage, etc. Stated capital 2,000 million yen (June 26, 2018) Date of establishment April 15, 1957 Relationship with the One REIT or the Asset Management Company Capital relations There is no capital relationship to be stated with One REIT or the Asset

Management Company. In addition, there is no capital relationship to be specially noted between associated persons or associated companies of One REIT or the Asset Management Company and associated persons or associated companies of the concerned company.

Personnel relations There is no personal relationship to be stated with One REIT or the Asset Management Company. In addition, there is no personnel relationship to be specially noted between associated persons or associated companies of One REIT or the Asset Management Company and associated persons or associated companies of the concerned company.

Business relations There is no business relationship to be stated with One REIT or the Asset Management Company. In addition, there is no business relationship to be specially noted between associated persons or associated companies of One REIT or the Asset Management Company and associated persons or associated companies of the concerned company.

Circumstances applicable to related parties

The concerned company does not fall under the category of a related party.

Brokerage fee Not disclosed (Note) (Note) Not disclosed as consent from the broker has not been obtained. 6. Transaction with Interested Persons, etc.

(1) Transaction with interested persons, etc. pertaining to the Transfer The buyer and the broker fall under the category of neither “interested persons, etc.” defined in the Investment Trust Act nor “an interested party” defined in the internal regulation concerning trading with an interested party of the Asset Management Company.

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(2) Transaction with interested persons, etc. pertaining to the Acquisition The seller and the broker fall under the category of neither “interested persons, etc.” defined in the Investment Trust Act nor “an interested party” defined in the internal regulation concerning trading with an interested party of the Asset Management Company. Mizuho Trust & Banking Co., Ltd., a planned trustee concerning the Asset to be Acquired, falls under the category of “interested persons, etc.” defined in the Investment Trust Act and “an interested party” defined in the internal regulations concerning trading with an interested party of the Asset Management Company, and the decision is made after taking predetermined procedures in accordance with the internal rules and regulations of One REIT and the Asset Management Company.

7. Matters related to forward commitment, etc.(Note)

(1) Matters related to forward commitment, etc. for the Transfer Since the anticipated transfer date for the Transfer is scheduled to be August 30, 2018, one month or more after the signing date of a transfer agreement, the Transfer falls under the category of forward commitment, etc. by an investment corporation specified in “Comprehensive Supervisorial Guidelines for Financial Instruments Business Operators” provided by the Financial Services Agency. If One REIT or the buyer breaches any material obligation under the transfer agreement, either party may give a notice to the other party, and terminate such agreement when such obligation is not fulfilled or the breach of such obligation is not remedied, and demand payment in the amount equivalent to 20% of the anticipated transfer price of the beneficiary interest as a penalty charge.

(2) Matters related to forward commitment, etc. for the Acquisition

Since the anticipated acquisition date for the Acquisition is scheduled to be September 3, 2018, one month or more after the signing date of a purchase and sale agreement, the Acquisition falls under the category of forward commitment, etc. by an investment corporation specified in “Comprehensive Supervisorial Guidelines for Financial Instruments Business Operators” provided by the Financial Services Agency. If the seller fails to complete legal inspection, work for correction, repair work, etc. for the building subject to the Asset in substance reasonably satisfactory to One REIT by the anticipated acquisition date, or the document providing such completion is not submitted to One REIT, and One REIT or the seller breaches any obligation under the purchase and sale agreement and such obligation is not fulfilled or the breach of such obligation is not remedied, even though the other party has given a notice after determining a considerable period, either party may terminate such agreement and demand payment in the amount equivalent to 10% of the anticipated acquisition price of the beneficiary interest as a penalty charge.

(Note) “Forward commitment, etc.” mean a sale and purchase agreement binding for transactions, with respect to which the settlement and delivery take place one month or more after the signing date of agreement or other similar agreements.

8. Schedule of Transfer and Acquisition

(1) Schedule of Transfer Decision date for transfer July 20, 2018 Date of execution of transfer agreement July 20, 2018 Receipt date August 30, 2018(scheduled)(Note) Asset transfer date August 30, 2018(scheduled) (Note)The proceeds from the Transfer will be used as funds in hand.

(2) Schedule of Acquisition Decision date for acquisition July 20, 2018 Date of execution of purchase and sale agreement July 20, 2018

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Payment date September 3, 2018(scheduled) Asset transfer date September 3, 2018(scheduled)

9. Outlook of Financial Results

For more details on the business outlook of One REIT after the Transactions in the fiscal period ending August 2018 (10th Fiscal Period: March 1, 2018 to August 31, 2018), please refer to the “Notice concerning Revisions to Forecast of Financial Results and Cash Distribution for the Fiscal Period Ending August 2018 (10th Fiscal Period),” announced as of July 20, 2018. The impact of the Transactions on the financial results of One REIT for the fiscal period ending February 2019 (11th Fiscal Period: September 1, 2018 to February 28, 2019) will be minimal, and thus One REIT will not make any revisions to its forecasts of financial results for such period.

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10. Overview of Appraisal Report

(1) Niigata Higashibori-dori Parking Building

Overview of Appraisal Report Appraised value 611,000,000 yen Appraisal company Chuo Real Estate Appraisal Co., Ltd Appraisal date February 28, 2018

(yen)

Item Content Overview, etc. Income approach value 611,000,000 Decided by the discounted cash flow method

Value based on direct capitalization method 599,000,000

Operating revenue 76,200,000

Maximum gross operating revenue 76,200,000 Assessed new rent by taking into account the rent based on the current

lease agreement, etc. and the rent level of similar properties, etc. Vacancy loss,etc. 0 -

Operating expenses 32,552,000

Maintenance expenses 2,319,000 Assessed by taking into account historical data and the expense level of similar properties, etc. based on the current BM agreement terms and conditions

Utility expenses 0 - Repair expenses 2,734,000 Recorded the sum of minor repair expenses and restoration expenses PM fees 1,131,000 Recorded the sum of PM fees and CM fees Tenant solicitation expenses, etc. 0

Taxes and public dues 5,329,000 The most recent actual amount Non-life insurance fees 159,000 The most recent actual amount

Other expenses 20,880,000 Land rent and neighborhood association fee Net operating income 43,648,000

Gain on management of income from lump-sum payment

12,000 Assessed investment returns at the assumed yield of 1.0%

Capital expenditures 4,102,000

Recorded the annual average amount of the estimated renewal expenses in the engineering report on the assumption that large-scale repairing expenses, facilities renewal expenses, etc. expected to be incurred in the future are levelled per year and recorded

Net income 39,558,000

Capitalization Rate 6.6% Assessed by taking into account the property’s unique characteristics such as location, building specifications and relationship of rights by using investment yield on transaction of similar properties, etc. as reference

Value based on the DCF Method 611,000,000

Discount rate 6.3% Terminal capitalization rate 6.9%

Cost method value 298,000,000

Land ratio 27.2% Building ratio 72.8%

Other items considered by appraiser upon appraisal

Determined appraisal value to be the income approach value, because it was judged that using the income approach value while using the cost method value as reference was appropriate since the demand for the property is expected to come primarily from investors who focus on the profitability

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(2) Crescendo Building

Overview of Appraisal Report Appraised value 2,500,000,000 yen Appraisal company Chuo Real Estate Appraisal Co., Ltd Appraisal date July 1, 2018

(yen)

Item Content Overview, etc.

Income approach value 2,500,000,000 Decided focusing on the income approach value based on the discount cash flow method while relating the income approach value based on the direct capitalization method

Value based on direct capitalization method 2,580,000,000

Operating revenue 191,960,000

Maximum gross operating revenue 199,037,000 Assessed new rent level, etc. by taking into account the current rent, etc.

Vacancy loss,etc. 7,077,000 Assessed occupancy rate (vacancy rate) that is stable over the medium- to long-term, etc. by taking into actual occupancy of target and similar properties, future market forecasts, etc.

Operating expenses 58,660,000

Maintenance expenses 15,992,000 Assessed by taking into account historical data, the expense level of similar properties, etc. based on the current BM agreement terms and conditions

Utility expenses 18,464,000 Assessed by taking into account the rent level of similar properties, etc. based on historical data

Repair expenses 3,541,000 Recorded the annual average amount of the estimated repairing expenses in the engineering report

PM fees 3,474,000 Recorded the sum of PM fees and CM fees Tenant solicitation expenses, etc. 2,321,000 Recorded the sum of brokerage fee, etc., and advertising cost and renewal

fee Taxes and public dues 14,584,000 The most recent actual amount Non-life insurance fees 284,000 Recorded the amount in the presented material (estimate) after judging it

to be appropriate Other expenses 0

Net operating income 133,300,000

Gain on management of income from lump-sum payment

1,677,000 Assessed investment returns at the assumed yield of 1.0%

Capital expenditures 15,387,000

Recorded the annual average amount of the estimated renewal expenses in the engineering report on the assumption that large-scale repairing expenses, facilities renewal expenses, etc. expected to be incurred in the future are levelled per year and recorded

Net income 119,590,000

Capitalization Rate 4.6% Assessed by taking into account the property’s unique characteristics such as location, building specifications and relationship of rights by using investment yield on transaction of similar properties, etc. as reference

Value based on the DCF Method 2,470,000,000

Discount rate 4.4% Terminal capitalization rate 4.8%

Cost method value 1,530,000,000

Land ratio 81.0% Building ratio 19.0%

Other items considered by appraiser upon appraisal None

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One REIT corporate website:http://www.one-reit.com/en/ <Attached Materials> Reference Information 1: Photo and Map of the Asset to be Acquired Reference Information 2: List of Portfolio (after the Transactions)

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Reference Information 1: Photo and Map of the Asset to be Acquired

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Reference Information 2: List of Portfolio (after the Transactions)

(Note 1) The “Location” column contains the minimum independent administrative district where each asset is located.

(Note 2) “(Anticipated) Acquisition price” column shows the acquisition price (excluding amount equivalent to consumption tax, etc.) described

in the purchase and sale agreements of real estate or trust beneficiary interests in real estate related to acquired assets.

(Note 3) “Investment ratio” is calculated as a percentage of the (anticipated) acquisition price of each asset to the aggregate (anticipated)

acquisition price of our assets, and rounded to the first decimal place.

OT-2 SIA Kanda Square Chiyoda-ku, Tokyo 7,350 8.9

OT-3 Tachikawa Nishiki-cho Building Tachikawa-shi, Tokyo 3,264 3.9

OT-4 CP10 Building Taito-ku, Tokyo 3,229 3.9

OT-5 Yokohama AP Building Yokohama-shi,Kanagawa 3,110 3.8

OT-6 Yushima First Genesis Building Bunkyo-ku, Tokyo 2,751 3.3

OT-7 Miyaji Building Nakano-ku, Tokyo 2,880 3.5

OT-8 36 Sankyo Building Shinjuku-ku, Tokyo 2,395 2.9

OT-9 Minami-Shinagawa JN Building Shinagawa-ku, Tokyo 2,165 2.6

OT-10 Minami-Shinagawa N Building Shinagawa-ku, Tokyo 2,292 2.8

OT-11 Minami-Shinagawa J Building Shinagawa-ku, Tokyo 2,020 2.4

OT-12 MY Atsugi Building Atsugi-shi,Kanagawa 1,240 1.5

OT-13 Hachioji SIA Building Hachioji-shi, Tokyo 730 0.9

OT-14 Glass City Motoyoyogi Shibuya-ku, Tokyo 7,500 9.1

OT-15 Okachimachi CY Building Taito-ku, Tokyo 2,700 3.3

OT-16 Daido Life Omiya Building Saitama-shi, Saitama 3,000 3.6

OT-17 Yamagami Building Toshima-ku, Tokyo 2,200 2.7

OT-18 Creschendo Building Yokohama-shi, Kanagawa 2,466 3.0

OO-1 Central Shin-Osaka Building Osaka-shi, Osaka 4,612 5.6

OO-2 Karasuma Plaza 21 Kyoto-shi, Kyoto 3,700 4.5

OO-3 Stoke Building Nagoya Nagoya-shi, Aichi 2,381 2.9

OO-4 MY Kumamoto Building Kumamoto-shi,Kumamoto 1,152 1.4

OO-5 Nagoya Fushimi Square Building Nagoya-shi, Aichi 4,812 5.8

OO-6 Daihakata Building Fukuoka-shi, Fukuoka 10,650 12.9

78,599 94.9

R-1 fab Minami-Osawa Hachioji-shi, Tokyo 4,250 5.1

R-2 Niigata Higashibori-dori Parking Building Niigata-shi, Niigata -

4,250 5.1

82,849 100.0Total (24 properties)

Office

Subtotal (23 properties)

Retail

Subtotal (1 properties)

Investment ratio(%)

(Note 3)Category

PropertyNo.

Property nameLocation(Note 1)

(Anticipated)Acquisition price

(million yen)(Note 2)