1 For Translation Purposes Only September 30, 2011 For Immediate Release United Urban Investment Corporation Yasuhiro Tanaka Executive Officer (Securities Code: 8960) Asset Management Company: Japan REIT Advisors Co., Ltd. Hisamitsu Abe Chairman of the Board, CEO and COO Inquiries: Kenichi Natsume Chief Financial Officer TEL: +81-3-5402-3189 Notice Concerning Acquisition of Property (Hotel JAL City Naha) United Urban Investment Corporation (“United Urban”) hereby announces its decision to acquire a property as set forth below on September 30, 2011. 1. Acquisition of the Property United Urban will acquire the following trust beneficial interest in real estate (the “Asset to be Acquired”). Property Name Type of Use (Note 1) Location (residential) Scheduled Acquisition Price (Note 2) Scheduled Acquisition Date Hotel JAL City Naha Hotel, Parking, Machinery room 1-3-70 Makishi, Naha, Okinawa ¥7,650,000 thousand October 25, 2011 (Notes) 1. Of the types indicated on the real estate register, the primary types are shown. 2. The scheduled acquisition price shown is based on the purchase price stated in the sale and purchase agreement for the Asset to be Acquired. In addition, the price is shown in the amount excluding acquisition costs, property taxes, city planning taxes and consumption taxes and other costs. 2. Details of Acquisition (1) Reason for the Acquisition In accordance with the basic asset-management policy and its investment approach prescribed in its Articles of Incorporation, United Urban will acquire the Asset to be Acquired for the purpose of expanding its portfolio of hotels in regional cities. In making the decision to acquire such Asset to be Acquired, the following aspects were appreciated. 1. Location The property related to the Asset to be Acquired (the “Property”) stands in a location that boasts excellent visibility and access as it is facing the “Kokusai-Dori (International Street),” located in the center of Naha, which has good access to and from the Naha Airport. Okinawa prefecture has high demand for leisure throughout the year. Being in the center of the “Kokusai-dori”, the Property is standing in a good location for a hotel that can expect to have demand for both leisure and business. In addition, higher demand can be anticipated in the future, as a result of a runway extension plan at the Naha Airport, and a governmental effort to increase the number of inbound foreign tourists.
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Notice Concerning Acquisition of Propert y (Hotel JAL City ... · Hotel JAL City Naha : Hotel, Parking, Machinery room . 1-3-70 Makishi, Naha, Okinawa : ¥7,650,000 thousand . October
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For Translation Purposes Only
September 30, 2011
For Immediate Release
United Urban Investment Corporation Yasuhiro Tanaka
Executive Officer (Securities Code: 8960)
Asset Management Company: Japan REIT Advisors Co., Ltd.
Hisamitsu Abe Chairman of the Board, CEO and COO
Inquiries: Kenichi Natsume
Chief Financial Officer TEL: +81-3-5402-3189
Notice Concerning Acquisition of Property (Hotel JAL City Naha) United Urban Investment Corporation (“United Urban”) hereby announces its decision to acquire a property as set forth below on September 30, 2011. 1. Acquisition of the Property United Urban will acquire the following trust beneficial interest in real estate (the “Asset to be Acquired”).
Property Name Type of Use (Note 1) Location (residential)
Scheduled Acquisition Price
(Note 2)
Scheduled Acquisition Date
Hotel JAL City Naha Hotel, Parking, Machinery room 1-3-70 Makishi, Naha, Okinawa ¥7,650,000
thousand October 25, 2011
(Notes) 1. Of the types indicated on the real estate register, the primary types are shown. 2. The scheduled acquisition price shown is based on the purchase price stated in the sale and purchase agreement for the Asset to be
Acquired. In addition, the price is shown in the amount excluding acquisition costs, property taxes, city planning taxes and consumption taxes and other costs.
2. Details of Acquisition (1) Reason for the Acquisition
In accordance with the basic asset-management policy and its investment approach prescribed in its Articles of Incorporation, United Urban will acquire the Asset to be Acquired for the purpose of expanding its portfolio of hotels in regional cities. In making the decision to acquire such Asset to be Acquired, the following aspects were appreciated.
1. Location
The property related to the Asset to be Acquired (the “Property”) stands in a location that boasts excellent visibility and access as it is facing the “Kokusai-Dori (International Street),” located in the center of Naha, which has good access to and from the Naha Airport. Okinawa prefecture has high demand for leisure throughout the year. Being in the center of the “Kokusai-dori”, the Property is standing in a good location for a hotel that can expect to have demand for both leisure and business. In addition, higher demand can be anticipated in the future, as a result of a runway extension plan at the Naha Airport, and a governmental effort to increase the number of inbound foreign tourists.
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2. Tenants, etc. Upon acquisition of the Asset to be Acquired, United Urban will conclude a master lease agreement with the asset custodian for the Property in its entirety. Subsequently, United Urban will conclude a long term sub-lease agreement with Sun Vista Naha Co., Ltd for the hotel portion, while United Urban will succeed the lease agreement currently entered between the current owner of the property and the tenant for the retail portion on the ground floor. Therefore, the hotel business under the established “Hotel JAL City Naha” bland will be continued by Sun Vista Naha Co., Ltd after United Urban acquired the Asset to be Acquired. In addition, current tenant on the ground floor of the Property operates “COACH” shop, an American brand. The combination of “Hotel JAL City Naha” and “COACH” creates a luxurious atmosphere, and therefore the Property has been differentiated from its competitors. Furthermore, the lease agreement, which United Urban plans to conclude for the hotel portion, will incorporate a variable rent system, linked with the state of operation of the hotel, in an attempt to enjoy stable income from accommodation needs for leisure and business while capturing the future profit-earning opportunity anticipated by the governmental tourism promotion.
(2) Summary of Acquisition
1. Acquired Asset : Trust beneficial interest in real estate 2. Name of the property : Hotel JAL City Naha 3. Scheduled Acquisition Price : ¥7,650,000 thousand
(excluding acquisition costs, property taxes, city planning taxes and consumption taxes and other costs)
4. Agreement Date : September 30, 2011 (conclusion of the sale and purchase agreement of trust beneficial interest)
5. Scheduled Acquisition Date : October 25, 2011 (transfer of trust beneficial interest) 6. Seller : RISA Partners NAHA, Inc. 7. Financing : Cash on hand and debt financing (scheduled) 8. Date of Payment : October 25, 2011 (scheduled)
(3) Outline of the Asset to be Acquired
Property Name Hotel JAL City Naha
Type of the Asset to be Acquired Trust beneficial interest in real estate Asset Custodian Mizuho Trust & Banking Co., Ltd.
Period of Trust Agreement From May 1, 2008 to October 31, 2021 (scheduled)
Type of Ownership Land: Proprietary Ownership, Leasehold Building: Proprietary Ownership
Completion Date (Note 1) May 19, 2006 Scheduled Acquisition Price ¥7,650,000 thousand
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Appraisal Value ¥7,740,000 thousand Date of Value Estimate July 1, 2011
Appraisal Agency (Appraisal Method) Appraisal by Nippon Tochi-Tatemono Co.,Ltd.
Probable Maximum Loss (PML) 5% Collateral None
Special Instructions
A part of the parking lot on the basement floor of the Property has not been equipped with requisite fireproof compartment wall. The sale and purchase agreement of trust beneficial interest stipulates that the seller, in its own responsibility, shall install a fireproof compartment wall and take necessary procedures thereof, by the end of January 2012.
Details of Tenant (Note 3) Total Number of Tenants 2
Security Deposit ¥14,196 thousand Total Rental Revenues (yearly)
(Note 4) ¥268,393 thousand
Total Leasable Floor Space 13,701.80 m2 Total Leased Floor Space 13,701.80 m2 Occupancy Ratio (Note 5) 100.0%
Reference Estimated NOI (yearly) (Note 6) ¥483 million
(Notes) 1. Each piece of information in the “Location (Lot number),” “Use,” “Site Area,” “Structure” and “Completion Date” is described as it
appears on the real estate register. 2. Site Area (Land) describes the total site area including the leasehold portion (292 m2) as it appears on the real estate register. 3. “Details of Tenant” are estimated figures assuming the tenancy condition after acquisition by United Urban. Upon acquisition of
the Asset to be Acquired, United Urban will conclude a long term sub-lease agreement with Sun Vista Naha Co., Ltd for the hotel portion, while United Urban will succeed the current lease agreement concluded for the retail portion on the ground floor. Moreover, monetary values are truncated to the nearest thousand yen, while ratios are rounded to first decimal place.
4. “Total Rental Revenues (yearly)” shows the amount of fixed portion of monthly rent (rental revenues and common area charges) multiplied by twelve and truncated to the nearest thousand yen, based on the estimated building lease agreements after acquisition by United Urban. Besides the above fixed rent, United Urban assumes to receive an amount of ¥273,737 thousand yearly as variable rent.
5. “Occupancy Ratio” means the percentage obtained by dividing “Total Leased Floor Space” by “Total Leasable Floor Space”. 6. “NOI (Net Operating Income)” means the figure equal to income from property leasing (rental revenues - rental expenses) plus
depreciation and amortization. “Estimated NOI” means the estimated figure, during steady operation, which is calculated based on the terms and conditions of leasing as of the scheduled acquisition date. The estimated occupancy ratio is 100.0%.
“Owner”, “Architect”, “Constructor”, “Structural Strength Calculator” and “Building Inspection Agency” of the Property are as set forth below.
Asai Ken Architectural Research Inc. Taisei Corporation Yamada Structural
Engineers Co.,Ltd. The Building Center
of Japan
None of the above owner, architect, constructor, structural strength calculator and building inspection agency was included in the list of owners, architects, constructors, structural strength calculators and building inspection agencies of properties whose structural calculation statements were falsified as announced by the Ministry of Land, Infrastructure, Transport and Tourism as of July 26, 2011. United Urban has also requested a specialized third-party institution to reconfirm the structural calculation statements for acquisition of the Asset to be Acquired, and it has been reported that there is no indication from which United Urban should suspect a problem after confirming the structural safety by comparing each of the members’ cross-sections of the structural calculation statements and those of structural drawings of this property and, furthermore, by confirming the method of structural calculation and earthquake resisting performance, etc.
(4) Seller Profile
Company Name RISA Partners NAHA, Inc. Head Office Address 1-3-70 Makishi, Naha, Okinawa
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Representative Toshiaki Tanaka, President Capital ¥3,000 thousand (As of September 30 2011)
Major Shareholder (As of September 30, 2011)
Name Percentage RISA Partners, Inc. 100.0 %
Composition Date April 25, 2008 Principal Business Holding and operating hotel
Relationship with United Urban or JRA Capital Ties There are no significant capital ties. Personal Relationship There are no significant personal relationships. Business Relationship There are no significant business relationships.
Standing to Related Party The seller, RISA Partners NAHA, Inc., falls under neither the category of “related party, etc.” under the Act on Investment Trusts and Investment Corporations of Japan (the “Related Party”) nor the category of sponsor/stakeholder under the self-imposed rules of Japan REIT Advisors Co., Ltd. (“JRA”), the asset management company (the “Sponsor/Stakeholder”).
(5) Outline of Brokerage
1. Outline of Broker The broker of the Asset to be Acquired is a domestic corporation. However, the broker’s details are not disclosed because the broker has not given its consent for the disclosure of its profile, etc. In addition, United Urban and JRA have no significant capital ties, personal relationships and transactions with the broker, and the broker is not a related party of United Urban and JRA. As of today, the broker falls under neither the category of the Related Party nor the category of the Sponsor/Stakeholder.
2. Amount and Details of Commission Commission: ¥105,500 thousand (excluding consumption taxes)
(6) Transactions with Related Party
Property Management Company
: Marubeni Community Co., Ltd. Marubeni Community Co., Ltd. falls under the category of the Related Party and the Sponsor/Stakeholder, and therefore is abiding by the predetermined limitations and procedures of JRA. (Note)
(Note) With a view to avoiding conflicts of interest, JRA sets forth limitations and procedures for transactions, etc. between United Urban and Sponsor/Stakeholder in its internal rules on transactions with Sponsor/Stakeholder, which are called the “Investment Committee Rules on Transactions with Sponsor/Stakeholder.” The specific limitations set forth include the followings: (i) when acquiring assets from Sponsor/Stakeholder, the acquisition price shall be the same as or less than the appraisal value; (ii) when selling assets to Sponsor/Stakeholder, the sale price shall be the same as or more than the appraisal value; and (iii) when Sponsor/Stakeholder is involved in the brokerage, etc. with good reason, the commission for the acquisition or sale of assets shall be no more than 3% of the acquisition or sale price. In addition, specific procedures set forth are that, when United Urban and Sponsor/Stakeholder engage in a transaction, etc., the deliberation and resolution of the Investment Committee (the JRA’s autonomous body that enters into deliberations and makes decisions on asset management, asset management evaluations, etc.) shall be required, and that the resolution must be passed by the unanimous agreement of the members of the Investment Committee. The internal rules also set forth that meetings of the Investment Committee shall be attended by the Chief Compliance Officer, who is in charge of compliance duties, to monitor the status of the compliance with laws, regulations, guidelines, internal rules, etc.
(7) Method of Payment The payment for the Asset to be Acquired is scheduled to be a lump-sum payment upon the delivery of the
trust beneficiary interest, using cash on hand and debt financing. (8) Acquisition Schedule
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The schedule for acquisition of the Asset to be Acquired is as follows.
Date of decision of acquisition September 30, 2011 Date of conclusion of sale and purchase agreement of trust beneficial interest
September 30, 2011
Date of transfer of trust beneficial interest October 25, 2011 3. Outlook of Operating Condition
United Urban does not make any change to the forecasts of financial results for the sixteenth fiscal period
(period ending November 30, 2011) as the effect of the acquisition of the Asset to be Acquired on the result of operations for the sixteenth fiscal period is immaterial. Moreover, the acquisition of the Asset to be Acquired is expected to increase operating revenues, operation income, ordinary income, etc., but United Urban does not make any change to the forecasts of financial results for the seventeenth fiscal period (period ending May 31, 2012) as United Urban will maintain its distribution amount by reducing the amount of reserve for distribution (negative goodwill) to be distributed. 【Attached Materials】
1. Summary of Appraisal Report 2. Portfolio after Acquisition of Asset to be Acquired 3. Photo
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Reference Material 1 Summary of Appraisal Report
Property Name Hotel JAL City Naha Appraisal Value ¥7,740,000 thousand
Appraisal Agency Nippon Tochi-Tatemono Co.,Ltd. Date of Value Estimate July 1, 2011
Item Details
(thousand of yen, unless otherwise indicated)
Grounds
Profit Price 7,740,000 Price by Direct Capitalization Method 7,840,000
(1) Total profit (Effective total profit: 1-2-3) 578,350
Assessed by taking into account the performance of the hotel, lease condition and the supply and demand trends in the market, etc. The retail portion was assessed by assuming a standard level of rent expected after the expiration of current fixed term lease agreement.
1. Potential total profit
(rental revenues, common area charges)
579,501
Taking into account the use of the building and the supply and demand trends in the market, the rent level to be received under the lease agreement to be concluded is considered appropriate. Thus recorded the rents (including common area charges) assuming the unit value level of rents, etc. that can be received stably over the medium to long term.
Utility revenues 0 No utility revenues.
Parking revenues 0 No parking revenues.
Other revenues 0 No other revenues.
2. Losses from vacancies 1,151
For the retail portion, assumed an occupancy ratio level that will remain stably passable over the medium to long term from the occupancy status of and the supply and demand trends of competing or alternative properties with similar features in a comparable area within the same sphere of supply and demand, and past records and future prospects of the occupancy ratio of the subject property of appraisal; and recorded the losses from vacancies as calculated based on the occupancy ratio level thus assumed.
3. Bad debt losses 0 Judged that no bad debt losses in view of the circumstances of lessees, etc.
(2) Total expenses (4+5+6+7+8+9+10+11) 57,948 -
4. Administrative and maintenance fees 0 Not budgeted as the lessee will bear the expense.
5. Utilities 0 Not budgeted as the lessee will bear the expense.
6. Repairs 17,668 Recorded by taking into account the engineering report.
7. Property and other tax 32,604 Recorded based on amount of tax base for fiscal 2011.
8. Property Management Fee 2,697
This is a consignment fee payable to the outsourcee responsible for overall control of the tenant management service and building management service, etc. It is based on the fee rates, etc. under current terms and conditions, considering the rate of fee rates for similar real estates and the individualities of the subject property.
9. Advertising expenses for tenants 219 1.0% of the revenue of retail portion taking into account the losses from vacancies.
10. Casualty insurance 1,092
Recorded by taking into account insurance costs based on the estimated amount of insurance costs and the rate of insurance costs of buildings similar to the subject buildings, etc.
11. Other expenses 3,648 Recorded land rent and off-site remote parking lot as other expenses.
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(3) Net operating income (NOI: (1)-(2) ) 520,402 -
(4) Operating profit of lump-sum money 219
In regard to the lease deposit that is a lump sum payment exhibiting the nature of money in custody, assumed a number-of-month-equivalent lease deposit that will remain stably passable over the medium to long term based on the required number-of-month-equivalent lease deposits for the current lease terms and new lease contracts as appraised; and calculated an operating profit of lump-sum money by multiplying the assumed number-of-month-equivalent lease deposit as adjusted for the occupancy ratio by an investment yield. Moreover, we assessed 2.0% as being the appropriate investment yield from the perspective of fund management during the period of deposit, by taking into account yields of securitized assets, such as other financial instruments, and by referring to yields of stable assets, etc. as reference.
(5) Capital expenditures (including routine repairs) 34,650
Renewal costs required for maintenance of the building to be recognized on the assumption that a projected average amount will be set aside in every fiscal period although the actual costs will arise on an irregular basis, and taking into account the level of capital expenditure and the age for the similar real estates, and the annual average amount of renewal costs in the relevant engineering report.
(6) Net cash flow (NCF: (3)+(4)-(5)) 485,971 -
(7) Cap rate 6.2%
Based on a real-estate investment yield of the lowest investment risk by adjusting it with the spreads arising from location requirements, standing of the building and other conditions for the subject property and any future uncertainties and yields from similar real estate deals, etc.
Price by Discounted Cash Flow method 7,710,000 - Discount rate 5.9% - Terminal cap rate 6.4% -
Cost approach price 3,800,000 - Land ratio 40.8% - Building ratio 59.2% -
(Note) Figures are truncated to nearest thousand yen, while ratios are rounded to first decimal place.
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Reference Material 2 Portfolio after Acquisition of Asset to be Acquired
Total 413,734 100% 100% (Notes) 1. The “Acquisition Date” of succeeded properties from NCI is described as December 1, 2010, the effective date of the merger. 2. The acquisition prices are rounded to the nearest one million yen. 3. This property was sold on September 30, 2011. For details, please refer to “Notice Concerning Sale of Property (Albore Tenjin) dated
September 30, 2011. 4. The name of this property was changed from “Pacific Marks Tsukiji” to “UUR Tsukiji Building” on June 24, 2011.. 5. The name of this property will be changed to “UUR Court Chiba Soga” on November 8, 2011