ORIX JREIT Announces Acqui sition of Two Properties ...€¦ · OJR has decided to acquire...

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[Provisional Translation Only] This English translation of the original Japanese document is provided solely for information purposes. Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail. 1/12 For Immediate Release March 27, 2006 ORIX JREIT Inc. (TSE: 8954) Hiroshi Ichikawa Executive Director Inquiries: ORIX Asset Management Corporation Mitsuo Sato Director, Corporate Executive Vice President Tel: +81 3 3435 3285 ORIX JREIT Announces Acquisition of Two Properties: Koshigaya Logistics Center and Shinjuku 5-chome Building (provisional name) TOKYO, March 27, 2006ORIX JREIT Inc. (“OJR”) announced today that it has decided to purchase the Koshigaya Logistics Center and the Shinjuku 5-chome Building (“property” below). 1. Acquisition summary Property name Koshigaya Logistics Center Shinjuku 5-chome Building (provisional name, under construction) Asset to be acquired Property Property Acquisition price ¥ 4,000,000,000 (excluding consumption tax on the building) ¥ 4,500,000,000 (excluding consumption tax on the building) Expected acquisition date April 28, 2006 April 26, 2007 Current owner / Seller ORIX Corporation ORIX Real Estate Corporation Anticipated funding method Loan proceeds Loan proceeds Payment terms 100% on transfer Approximately 5% down on execution of contract and 95% on transfer Property type Others (Warehouses/distribution facilities) Office (Project under development) Terms of acquisition (related to project development) OJR may conduct necessary due diligence on completion Completion is condition precedent to transfer of property Settlement of price to be on or after completion Presence or absence of tenants shall not affect the sale price

Transcript of ORIX JREIT Announces Acqui sition of Two Properties ...€¦ · OJR has decided to acquire...

Page 1: ORIX JREIT Announces Acqui sition of Two Properties ...€¦ · OJR has decided to acquire Koshigaya Logistics Center for the reasons set out in “3. OJR's first acquisition of warehouse/distribution

[Provisional Translation Only] This English translation of the original Japanese document is provided solely for information purposes. Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

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For Immediate Release March 27, 2006

ORIX JREIT Inc. (TSE: 8954) Hiroshi Ichikawa Executive Director

Inquiries:

ORIX Asset Management Corporation Mitsuo Sato Director, Corporate Executive Vice President Tel: +81 3 3435 3285

ORIX JREIT Announces Acquisition of Two Properties: Koshigaya Logistics Center and Shinjuku 5-chome Building (provisional name)

TOKYO, March 27, 2006-ORIX JREIT Inc. (“OJR”) announced today that it has decided to purchase the Koshigaya Logistics Center and the Shinjuku 5-chome Building (“property” below). 1. Acquisition summary

Property name Koshigaya Logistics Center Shinjuku 5-chome Building (provisional name, under construction)

Asset to be acquired Property Property

Acquisition price ¥ 4,000,000,000 (excluding consumption tax on the building)

¥ 4,500,000,000 (excluding consumption tax on the building)

Expected acquisition date April 28, 2006 April 26, 2007

Current owner / Seller ORIX Corporation ORIX Real Estate Corporation

Anticipated funding method Loan proceeds Loan proceeds

Payment terms 100% on transfer Approximately 5% down on execution of contract and 95% on transfer

Property type Others (Warehouses/distribution facilities)

Office (Project under development)

Terms of acquisition (related to project development) ―

・OJR may conduct necessary due diligence on completion

・Completion is condition precedent to transfer of property ・Settlement of price to be on or after

completion ・Presence or absence of tenants shall

not affect the sale price

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2. Acquisition based on new OJR WAY investment principles The acquisition of both properties is based on the new OJR WAY investment principles. OJR adopted these principles on August 18, 2006 as a strategy for taking full advantage of its strengths as a comprehensive J-REIT. The principles enable OJR to pursue opportunities to acquire prime properties in a flexible manner, thus realizing further growth. (Please see the explanation below for more details on OJR WAY.)

Reference: New OJR WAY investment principles

OJR's basic policy is to further strengthen steady growth in asset management and assurance of stable earnings in a well-balanced manner from a medium to long-term perspective. In order to achieve this, the company will make investments based on the two new perspectives described below to a ceiling of 20% of its total portfolio on the basis of acquisition price. (As a result of the acquisition of the two properties and the disposal of the two properties announced today, OJR WAY properties now account for 7.7% of the total portfolio (acquisition price basis). For details, refer to “IV. Portfolio Summary after Acquisition of Two Properties”).

<Asset type perspective>

* Applies to Koshigaya Logistics Center OJR shall not only acquire occupied properties such as offices and commercial facilities that have a well-established market reputation, but also properties for which a market appraisal has not yet been established, such as warehouses and distribution facilities, nursing and personal care facilities, training facilities, and limited property rights to land, when it deems that they satisfy the requirements for investment.

<Method of acquisition of asset perspective>

* Applies to Shinjuku 5-chome Building (provisional name) The acquisition of properties through projects under development shall be a new means of expanding assets in order to capitalize on the early acquisition of premium properties as well as to benefit from the advantages that come with the strengthening of collaboration with ORIX group companies (ORIX synergy), including ORIX Real Estate Corporation.

3. OJR's first acquisition of warehouse/distribution facilities

Taking into account the market environment, and the risks and advantages of the sector as a target for investment, as described below, OJR has decided to acquire the property in the belief that warehouse/distribution facilities may be a promising investment sector. This sector has the potential to reinforce asset value while also enhancing diversification of the portfolio.

(1) Warehouse/distribution facilities market and environment

The need for new, general-purpose properties with a high level of utility is rising with the increase in moves to restructure distribution networks accompanying the centralization of distribution points and the shift of production centers overseas. Moreover, distribution companies have become wary of owning warehouses/distribution facilities, as they seek to improve asset efficiency and strengthen their finances, and expectations are strong that these properties will be supplied by real estate investment funds.

(2) Risks and advantages of warehouses/distribution facilities as an investment target

One of the advantages of warehouses/distribution facilities is that long-term, stable earnings can be expected since lease agreements tend to be long term and tenant retention rates high. In a single tenant-lease as in the property acquired on this occasion, the tenant carries out management and repairs, so the burden of administration for operations and management is small in comparison with offices, allowing efficient management. The risks include low market liquidity due to the small scale of the market with a low number of facilities in comparison to offices. In the case of a single tenant-type warehouse/distribution facility, specifications are customized by the user, so it is difficult to attract a replacement tenant when a tenant vacates a property. However, OJR considers that these risks are alleviated in the case of Koshigaya Logistics Center, which it has acquired on this occasion, by such factors as the outstanding location and the high level of the basic specifications noted as follows in 4.

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4. Purpose of the acquisition Based on the goals and principles of asset management set out in the articles of incorporation, OJR has decided to acquire Koshigaya Logistics Center for the reasons set out in “3. OJR's first acquisition of warehouse/distribution facilities,” and it has decided to acquire Shinjuku 5-chome Building with a view to enhancing its portfolio in the Tokyo metropolitan area. OJR particularly appreciates the features of the two properties described below.

(1) Koshigaya Logistics Center

Location Saitama Prefecture has strong advantages as a strategic point for overland distribution — its advanced expressway network, convenient transport access to the metropolitan area, and the ease of securing employees for light work. These advantages mean that a certain level of demand can be anticipated. Koshigaya City and its vicinity (eastern Saitama), where the property is located, is a major delivery and dispatch point, comparable with the southern part of Saitama Prefecture and northern Tokyo (Adachi-ku and Kita-ku), and it plays an important role in meeting the distribution needs for the metropolitan area. The demand for properties that give access to a large area will remain firm as there is still a brisk trend toward centralizing and integrating distribution points.

Property The property allows for delivery and dispatch throughout the metropolitan area via Tokyo Gaikan Expressway and also to the heart of Tokyo on National Route 4. It also enjoys good access to interchanges at Soka, Misato, and Urawa. Located inside a large distribution complex, it provides a good environment for distribution operations and management. Moreover, access from the nearby residential area is good, so the location can be said to be advantageous in terms of labor supply. In addition, it is a newly constructed property, which was completed in January 2006 and is equipped with high-standard basic specifications, including a floor loading of 1,530 kg/m2 and ceiling heights (effective under beams) of 5,500 mm – 6,100 mm. At the same time, adequate truck yards and berths (parking spaces for loading and unloading) have been secured. Thanks to these characteristics, it enjoys the distinct advantage.

(2) Shinjuku 5-chome Building

Location The eastern exit zone of Shinjuku Station where the property is located has extremely strong customer attraction power, since Shinjuku Station is a major terminus that welcomes over 3 million passengers a day. As one of Tokyo's leading areas of commercial concentration, the zone is lined with large commercial facilities such as major department stores and theaters. Its image as an office area is undeniably relatively weak in comparison with the western exit area of Shinjuku Station. However, in today's strong office market environment, there is a shortage of buildings in the western exit area of Shinjuku Station with its high concentration of business, so demand is tending to flow into the eastern exit zone of Shinjuku Station. OJR considers that high occupancy rates can be anticipated in buildings with relative advantages (such as recent build date) like those seen in this property.

Property The property is located in a section of the commercial district lined with shops and offices, just a three-minute walk from Shinjuku 3-chome Station on the Tokyo Metro Marunouchi Line and the Toei Shinjuku Line. It is also within walking distance of JR Shinjuku Station, a prominent transport access point in the city, and there are plans to directly connect the basement floor 2 of the property to Shinjuku 3-chome Station on the Tokyo Metro No. 13 Line, which will open in March 2008, via an underground concourse, giving it outstanding transport convenience. Moreover, amidst a large number of old properties in the competing areas, while the standard floor area is somewhat small at less than 330 m2

(100 tsubo), OJR considers that it will have a strong competitive edge with a high level of specifications that include individual air conditioning, OA floors, and 24-hour security cover as a matter of course. This is in addition to floor loading of 500 kg/m2 (1,000 kg/m2 in some areas) and ceiling heights of 2,600 mm. Another plus is that it is a new property with areas for lease that are largely regular in shape with no columns, making them easy to use.

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5. Property summary (1) Koshigaya Logistics Center

<Property> Building Name Koshigaya Logistics Center

Address 3-3-5, 3-4, Ryutsu Danchi Koshigaya-shi, Saitama

Usage (In register) Warehouse

Space (In register) Land : 18,000.04 m2 Building : 19,161.31 m2 (Total floor area)

Structure (In register) Steel reinforced concrete, galvanized steel plate roofing, 4 floors

Completion (In register) January 18, 2006

Type of Ownership Fee simple ownership

Appraisal Value ¥ 3,821,000,000 (appraised as of March 1, 2006 by Chuo Real Estate Appraisal Co., Ltd.)

Transport

About 06.3 km from Soka IC, Tokyo Gaikan Expressway About 09.4 km from Misato IC, Joban Expressway About 10.1 km from Urawa IC, Tohoku Expressway About 20 minute walk from Minami Koshigaya Station, JR Musashino Line About 20 minutes walk from Shin Koshigaya Station, Tobu Isesaki Line

Use restrictions Secondary-industrial zone (Building to land ratio: 60%; floor to area ratio: 300%) Distribution business district based on Law concerning Improvement of Urban Distribution Centers (Facilities that can be built restricted to distribution facilities)

Parking 59 lots (Level 41 lots, including 18 berths)

Design Ken Asai Architectural Research Inc.

Builder Kajima Corporation

Structural strength calculator GO KOZO Co.

Inspection agency Japan ERI Co., Ltd. (Koshigaya Municipal Office for completion inspection)

Power Power accommodation :Voltage 3φ 3W6.6kV (External 1st floor cubicle) Emergency power :Dedicated power accommodation (for fire extinguisher pump)

Air conditioning Cooling-heat pump package (1st floor offices only)

Sanitation W a t e r s u p p l y : Feed pipe 25mm, pressurized water supply 4 m3 H o t w a t e r : Local using electric water heater Disaster prevention : Indoor and outdoor hydrants, fire extinguishing water

Elevators Two freight elevators : Load 3,500Kg, Speed 45m/minute

Vertical conveyors Two:Load 1,000kg

Dock levelers Four

Loadings Warehouse floor : 15,000 N/m2 (1,530 kg/m2) O f f i c e f l o o r : 02,900 N/m2 (295.9 kg/m2)

Ceiling height (Effective under beams)

1st floor:5,500 mm, 2nd floor:5,500 mm, 3rd floor:5,500 mm, 4th floor:6,100 mm

<Tenant Information (as of March 27, 2006)> Number of Tenants 1

Total Leased Space 19,200.00 m2

Total Rentable Space 19,200.00 m2

Occupancy Rate 100.0%

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(2)Shinjuku 5-chome Building (provisional name)

<Property> Note: As the property is under construction, the summary of the property below is subject to change as a result of such factors as design changes.

Building Name Shinjuku 5-chome Building (provisional name)

Address 5-17-TBA Shinjuku, Shinjuku-ku, Tokyo

Usage (In register) Office, Restaurants, Retail Outlets, Shops and Parking

Space L a n d : 0,534.75 m2 Building : 4,610.05 m2 (Total floor area), including a section of

: stairwell planned to be owned by Tokyo Metro Co., Ltd.

Structure Steel frame (Some sections steel frame reinforced concrete and reinforced concrete), two basement floors and 10 floors above ground

Completion Scheduled to be completed in November 2006

Type of Ownership Fee simple ownership

Assessed price Assessed price : ¥ 4,300,000,000 Assessment date : March 1, 2006 Assessor : Morii Appraisal & Investment Consulting Inc.

Expected acquisition date April 26, 2007

Transport

About 3 minutes walk from Shinjuku 3-chome Station, Tokyo Metro Marunouchi Line and Toei Shinjuku Line About 7 minutes walk from Higashi Shinjuku Station, Toei Oedo LineAbout 9 minutes walk from JR Shinjuku Station * Shinjuku 3-chome Station of Tokyo Metro No. 13 Line (provisional

name) is scheduled to open in March 2008.

Use restrictions Commercial district (Building to land ratio:80%*; floor to area ratio:800%) * Scheduled to be 100% with deregulation

Parking 8 mechanical lots, 1 loading/unloading lot

Design Institute of New Architecture Inc.

Builder Shimizu Corporation

Structural strength calculator Institute of New Architecture Inc.

Inspection agency Japan ERI Co., Ltd. (Shinjuku Ward Office on and after application for confirmation of change of plans)

Power

Power accommodation: Voltage 3φ 3W 6kV Emergency power: 3φ3W, constant voltage 210V 150KVA, Emergency power: diesel engine OA floor outlet capacity: 50VA/m2

Average desktop illumination: 700Lx

Air conditioning Individual air conditioning for each floor (3 zone control for one floor) using cooling-heat pump package

Elevators Two passenger elevators (11 passengers, 750kg load, 105 m/minute speed)

Floor loading 500 kg/m2

(Heavy duty zones in some areas of floors 2 – 10:1,000kg/m2)

Ceiling height

Basement floor 2:2,800 mm and 3,100 mm (2,200 mm and 2,500 mm in parts) Basement floor 1:3,000 mm and 3,400 mm (2,500 mm and 2,800 mm in parts) 1 s t f l o o r:2,800 mm (2,300 mm, 2,350 mm and 2,500 mm in parts) 2nd - 10th floors:2,600 mm (2,200 mm and 2,300 mm in parts)

OA floor H=70 mm

Standard floor leased area 2nd - 5th floors:291.40 m2 (88.14 tsubo), 6th - 9th floors:291.02 m2 (88.03 tsubo)

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6. Current owner / Seller (1)Koshigaya Logistics Center (As of September 30,2005) Company Name ORIX Corporation

Address 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo

Representative Yoshihiko Miyauchi

Established April 17, 1964

Shareholders' Equity ¥ 821,420 million

Principal shareholders Japan Trustee Services Bank, Ltd. , State Street Bank & Trust Company , Others

Operations Leasing, installment sales, and other financial services, real estate related business, etc.

Relationship to OJR Comes under related party as shareholder in asset management company (100% of voting rights)

(2) Shinjuku 5-chome Building (provisional name)

Company Name ORIX Real Estate Corporation

Address 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo

Representative Hiroaki Nishina

Established March 11, 1999

Shareholders' Equity ¥ 200 million

Shareholder ORIX Corporation (100%)

Operations Development of condominiums, detached houses, and office buildings. Subleasing and management of condominiums, shops, and offices.

Relationship to OJR Stakeholder in asset management company

7. Schedule (1)Koshigaya Logistics Center

March 27, 2006 : Execution of sale and purchase contract for the property April ll28, 2006 : Delivery of the property

(2) Shinjuku 5-chome Building (provisional name)

March 27, 2006 : Execution of sale and purchase contract for the property April ll26, 2007 : Delivery of the property

8. Future outlook

OJR will disclose financial forecasts for the period ending August 2006 (March 1 – August 31, 2006), which will fully reflect the impact of the acquisition of these properties, upon today’s Press Release “ORIX JREIT Revises Earnings Forecast for 9th Fiscal Period (Ending August 31, 2006)".

Addendums

I. Property photo and map II. Appraisal summary (Koshigaya Logistics Center) III. Summary of assessment report (Shinjuku 5-chome Building (provisional name)) IV. Portfolio summary after acquisition of two properties V. Current portfolio

Today, this material is being distributed to the Kabuto Club and Ministry of Land, Infrastructure and Transport Press Club for construction publications.

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I. Property photo and map

(1)Koshigaya Logistics Center

Photos

Map

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(2) Shinjuku 5-chome Building (provisional name)

Photos

Map

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II. Appraisal summary (Koshigaya Logistics Center)

1. Appraisal Appraisal Value : ¥ 3,821,000,000 Appraisal Datee : March 1, 2006 Appraiser Datee : Chuo Real Estate Appraisal Co., Ltd.

2. Valuations by method (1)Cost Method : ¥ 2,589,000,000 (2)Income Method ・DCF value : ¥ 3,821,000,000 -Discount Rate : 5.2% -Terminal Capitalization Rate : 6.3%

・DC Value : ¥ 3,798,000,000 -Capitalization Rate : 5.8%

3. Income projection

The following projection is quoted from the first and second year income projection using the discount cash flow method in the Appraisal Report, and does not represent any projections by OJR or OAM. Unit: ¥ million The 1st year The 2nd year〔Gross Revenue〕

Rental Revenue 243 243Other Revenue 0 0Vacancy Loss 0 0(A) Effective Gross Revenue 243 243

〔Total Cost〕

Management /Maintenance Fee 3 3Taxes 23 23Other Costs 1 1Long Term Projected Repairs 0 0(B) Total Costs 28 28

(C) Effective Net Operating Income (C) = (A) – (B) 215 215

(D) Lump sum 1 1(E) Net income (E) = (C)+(D) 217 217

Notes:1.Figures are rounded down to the nearest million yen, so there may be minor discrepancies in totals. Notes:2. According to the Engineering Report by Takenaka Corporation, maintenance cost over the next

12 years will be ¥6,760 thousand.

4. Second opinion (Opinion report) The transaction related to the property comes under the category of a purchase from a related party for a transaction price (4 billion yen, 104.7%) that exceeds the appraisal value (3.821 billion yen). Therefore, in accordance with the specification of paragraph 8, Article 7 of the Regulation for Asset Management and Property Management for OJR ("AM & PM Regulation"), a second opinion (opinion report) was obtained from an independent real estate appraiser to examine the suitability of the transaction, and a summary is as below. Name of real estate appraiser: HIRO & REAS network, Inc. Summary of opinion on suitability: The price of 4.020 billion yen was determined as a result of an appraisal of the income value of the property. This value was assessed using the DCF method based on the current occupancy of the relevant property, and it is the value that should be taken as a standard for determining the appraisal value when requesting a specific value based on an appraisal. Based on the foregoing, the transaction price of 4 billion yen is basically the same level as the income price, thus we consider the said transaction price to be reasonable.

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III. Summary of assessment report (Shinjuku 5-chome Building (provisional name)) 1. Assessment Price

Assessment price : ¥ 4,300,000,000 D a t e : March 1, 2006

A s s e s s o r : Morii Appraisal & Investment Consulting Inc.

2. Valuations by method (1)Cost Method : ¥ 2,870,000,000 (2)Income Method ・DCF value : ¥ 4,300,000,000 -Discount Rate : 4.3% -Terminal Capitalization Rate : 4.8%

・DC Value : ¥ 4,330,000,000 -Capitalization Rate : 4.6%

3. Income projection

The following projection is quoted from the first and second year income projection using the discount cash flow method in the Assessment Report, and does not represent any projections by OJR or OAM. Unit: ¥ million The 1st year The 2nd year 〔Gross Revenue〕

Rental Revenue 253) 253)Other Revenue 3) 3)Vacancy Loss (12) (12)(A) Rental Business Revenue 244) 244)(B) Lump Sum Investment Gain 3) 3)(C) Gross Revenue (C)=(A)+(B) 248) 248)

〔Total Cost〕

Management /Maintenance Fee 23) 23)Taxes 19) 19)Other Costs 1) 2)(D) Total Rental Business Expenses 44) 45)(E) Major Repairs 2) 2)(F) Total Costs (F)=(D)+(E) 47) 47)

NOI (H)=(A)-(D) 200) 199)NCF (I)=(C)-(F) 201) 200)

Notes:1.Figures are rounded down to the nearest million yen, so there may be minor discrepancies in totals. Notes:2. According to the assessment report, major repairs over the next 11 years will be ¥30,000 thousand.

4. Second opinion (Opinion report) The transaction related to the property comes under the category of a purchase of a building under construction from a related party for a transaction price (4.5 billion yen, 104.7%) that exceeds the assessed value (4.300 billion yen). Therefore, in accordance with the specification of paragraph 4, Article 2 of the Related Party Regulation and paragraph 8, Article 7 of the AM & PM Regulation, a second opinion (opinion report) was obtained from an independent real estate appraiser to examine the suitability of the transaction, and a summary is as below.

Name of real estate appraiser: Chuo Real Estate Appraisal Co., Ltd. Summary of opinion on suitability: The process of determining the assessed price compared the cost value method and the income value method, and adopted the income value method, which is reasonable as an appraisal of an investment property. The property in this case is scheduled to be sold for 4.5 billion yen, and while the scheduled transaction price is slightly higher than the investment profit value of 4.459 billion yen estimated by Chuo Real Estate Appraisal, it is considered reasonable as the property has significant value in that it will be directly connected to a subway station in the future.

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IV. Portfolio summary after acquisition of two properties (not including the two properties disposed of, announced today)

* Property scheduled for new acquisition in latest release、** Property scheduled for disposal in latest release Notes 1. "Acquisition price" above refers to sale price (fractions rounded down) specified in the sale and purchase contract.

Consumption taxes are not included in the price. 2. "Acquisition price ratio" refers to the acquisition price of each property under management as a proportion of total acquisition price 3. Fractions are rounded to two decimal places for the "Acquisition price ratio." Totals for the "Acquisition price ratio" may not

tally as a result of rounding. 4. OJR acquired a 50% holding of trust beneficial interests in the Seafort Square/Center Building on September 30, 2005, and

the acquisition of the remaining 50% is scheduled for April 28, 2006.

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V. Current portfolio (including two disposed properties announced today)

Notes 1. "Acquisition price" above refers to sale price (fractions rounded down) specified in the sale and purchase contract.

Consumption taxes are not included in the price. 2. "Acquisition price ratio" refers to the acquisition price of each property under management as a proportion of total acquisition price 3. Fractions are rounded to two decimal places for the "Acquisition price ratio." Totals for the "Acquisition price ratio" may not

tally as a result of rounding. 4. OJR acquired a 50% holding of trust beneficial interests in the Seafort Square/Center Building on September 30, 2005, and

the acquisition of the remaining 50% is scheduled for April 28, 2006.