Investor Presentation for the Merger
0
April 18, 2016
Rationale of the Merger
Enhanced external growth potential and further internal growth opportunities
1 through the shift to a "diversified REIT"
Improvement of the position in the J-REIT market and more flexible asset management
2 through "scale enhancement"
3
Acceleration of growth leveraging the value chain of "Daiwa House Group's
integrated capabilities"
"Creating Dreams, Building Hearts"
Maximizing unitholder value based on secured cash flow and improved and stable distribution through solid growth of portfolio
1
Merger scheme and Schedule
Merger Overview
REIT | |
Asset management agreement |
Merger
Daiwa House Residential Investment Corporation re-named as: Daiwa House REIT Investment Corporation | |
New asset manager: | Asset management agreement |
The Merged REIT:
Asset manager
Asset management
agreement
Daiwa House Asset Management Co., Ltd.
Merger
Merger ratio
1 : 2.2
Merger scheme (REIT)
Daiwa House REIT Investment Corporation unitholders' meeting (planned)
May 27
Merger schedule
Merger method
The merger will be an absorption-type merger wherein Daiwa House Residential is to be the surviving corporation;
Daiwa House REIT is to be the absorbed corporation.
Execution of the merger agreements
(between corresponding REITs and the asset managers)
April 15, 2016
Unitholders' meeting resolution
Requirement: Approval (Note 2) (by extraordinary resolution (Note 1)) of the merger agreement at unitholders' meetings of the respective REITs
(The unitholders' meeting resolutions of Daiwa House Residential and Daiwa House REIT, respectively, are required for the merger to be effective.)
Daiwa House REIT Investment Corporation delisting date (planned)
August 29
Daiwa House Residential Investment Corporation unitholders' meeting (planned)
June 17
Effective date of the merger (planned)
September 1
(Note 1) Attendance by the unitholders who hold a majority of the issued units and approval by two-thirds or more of the voting rights represented by the unitholders present at the meeting are required.
When there is no contradictory agenda item, the unitholder will be deemed to have approved the proposals submitted to the general meeting of unitholders.
(Note 2) For the surviving corporation, approval of the agenda item regarding the article changes (extraordinary resolution) shall be required; for the absorbed corporation, approval of the agenda item
(Note 2) regarding termination of the asset management agreement (ordinary resolution (Note 3)) shall be required.
(Note 3) Approval by a majority of the voting rights represented by the unitholders present at the meeting.
When there is no contradictory agenda item, the unitholder will be deemed to have approved the proposals submitted to the general meeting of unitholders.
(Note 4) The unitholders' meeting record date for Daiwa House REIT Investment Corporation is Feb. 29, 2016.
The unitholders' meeting record date for Daiwa House Residential Investment Corporation is scheduled
on May 6, 2016. 2
Positioning in the J-REIT market in terms of asset size
Daiwa House Residential (Note)
Daiwa House REIT (Note)
(Bn yen)
1,200
1,101.9
(Bn yen)
500
400
300
200
100
0
433.6
No. 3 of 9 residential J-REITs
298.7 256.3
220.2
200.7
(Bn yen)
500
400
300
200
100
0
447.1
No. 4 of 5 logistics J-REITs
384.6
212.6 206.3
161.4
Advance
Nippon
Daiwa
Japan
Sekisui
Nippon
GLP Japan
Daiwa House
LaSalle
1,000
800
923.6
859.0
Residence Accommodations
Fund
807.3
House Residential
Rental Housing
House
SI Residential
Prologis REIT
Logistics Fund
REIT
LOGIPORT
600 575.4574.8
No.7
506.8
447.1
400
200
No.19 256.3
No. 27
206.3
0
Nippon
Building Fund
Japan Real Estate
Japan Retail Fund
Nomura Real Estate Master Fund
United Urban
ORIX JREIT
The Merged REIT Nippon Prologis
REIT
Daiwa House Residential
Daiwa House REIT
(Note) The total value of acquisition prices as of Mar. 31, 2016 for each corporation's portfolio (including properties for anticipated acquisition or disposition) is presented.
The figure for Daiwa House REIT includes anticipated acquisition of D Project Tosu extension in Jun. 2016.
The Merged REIT's asset size is the sum of "Daiwa House Residential's acquisition price as of the end of the period ending Feb. 2016" , "Daiwa House REIT's appraisal value as of the end of the period ending Feb. 2016" and "anticipated acquisition price of six anticipated acquisitions"
Digits below one hundred million yen are truncated for the amounts of each corporation's asset size. 3
Growth record and future target
Stand-alone growth of the investment corporations
Mainly acquire properties developed by Daiwa House Group, and aim 800 billion yen in asset size
Further accelerated growth as the Merged REIT
(Bn yen)
800
Asset size (acquisition price) BLife
Daiwa House Residential Daiwa House REIT
IPO of Daiwa House REIT
Merger of the investment corporations
800
Bn yen
600
400
Merger of BLife and New City Residence
Renamed to
Daiwa House Residential
327.1 338.1348.9
114.5 117.0119.0
379.5385.1
144.1147.5
451.3 460.1 462.7
195.9 203.7 206.3
506.8
Steady growth
200
32.051.1
192.6 192.1 192.1 210.2211.0
212.6 221.0 229.9 235.3 237.6 255.3 256.3 256.3
0
end of
end of
end of
end of
end of
end of
end of
end of
end of
end of
end of
end of
end of
end of
end of
after
Nov. 2006
Nov.2009
Aug. 2010 Feb. 2011
Aug. 2011 Feb. 2012
Aug. 2012
Feb. 2013
Aug. 2013
Feb. 2014
Aug. 2014
Feb. 2015
Aug. 2015
Feb. 2016
Aug. 2016 acquisition
of six new
(planned)
properties (planned)
(Note) Since digits below one hundred million yen are truncated for the asset size of Daiwa House Residential and Daiwa House REIT, the total amount of each total asset size displayed may not fit in the sum of above figures.
The Merged REIT's asset size is the sum of "Daiwa House Residential's acquisition price as of the end of the period ending Feb. 2016", "Daiwa House REIT's appraisal value as of the end of Feb. 2016" and "anticipated acquisition price of six anticipated acquisitions"
4
Enlarged opportunities of property acquisitions and more flexible asset management
The Merged REIT will expand its target asset types in line with Daiwa House Group's broad-based development initiatives
Furthermore, it will be able to take various measures to improve portfolio quality such as asset reshuffle, etc.
R&D properties
(Note)Ariake Central Tower
Daiwa Royal Ariake Project
Residential properties
Healthcare facilities
Office buildings
Factories
Commercial properties
Logistics properties
Hotels
Enlarged opportunities to acquire multi-use complex properties whose components are hotels, office buildings, commercial properties, etc.
Hiroshima Futaba no Sato Project
(Note) As of the date of this documentation, neither Daiwa House Residential nor Daiwa House REIT is in specific negotiations with Daiwa House Group, etc., regarding the above assets in example of new investment targets.
Currently, there are no planned acquisitions. 5
Investment policies of the Merged REIT
Investment targets
Portfolio post merger
Asset type diversity (acquisition price basis) (Note)
Logistics properties (BTS type and multi-tenant type)
Residential properties (compact / family)
Commercial properties (mall / roadside / urban)
Hotels
Logistics properties (34 properties) 194,108 mil yen 38.3%
Core Assets
Other assets
Office buildings
20% or less Healthcare facilities, etc.
98.1%Core assets
80% or moreResidential properties (142 properties) 258,339 mil yen
51.0%
Commercial properties (10 properties)
44,810 mil yen
8.8%
Investment areas Portfolio post merger
Others
(3 properties)
9,630 mil yen
1.9%
The three major metropolitan areas
Area diversity (acquisition price basis) (Note)
Greater Tokyo area
70% or more
The three major metropolitan Areas
86.9%72.4%
Greater Nagoya area
4.6%
Greater Osaka area
9.9%
Others
13.1%
The three major metropolitan areas: Greater Tokyo area, Greater Nagoya area and Greater Osaka area Greater Tokyo area: Tokyo, Kanagawa, Saitama and Chiba Prefecture
Greater Nagoya area: Aichi, Gifu and Mie Prefecture
Greater Osaka area: Osaka, Kyoto, Hyogo, Nara and Shiga Prefecture
(Note) Pro Forma figures in consideration of the six anticipated acquisitions announced on April 15, 2016
6
Overview of new anticipated acquisitions
The Merged REIT plans to acquire six properties consisting of logistics, residential, commercial facilities and hotel, etc.
(Note 1), from Daiwa House Group
Property name | Naha Shin-Toshin Center Building (Daiwa Roynet Hotel Naha-Omoromachi) | D Project Hibiki Nada | D Project Morioka II | Castalia Ningyocho III | Royal Parks Umejima | Sports Depo and GOLF5 Kokurahigashi IC Store | Total anticipated acquisition price 17,210mil yen |
Use | Multi-use complex (Note1) (office/hotel/commercial) | Logistics | Logistics | Residential | Residential | Commercial | |
Anticipated acquisition price | 7,600 mil yen | 2,080 mil yen | 1,280 mil yen | 2,000 mil yen | 2,020 mil yen | 2,230 mil yen | Total appraisal value 17,580mil yen |
Appraisal value | 7,600 mil yen | 2,100 mil yen | 1,300 mil yen | 2,170 mil yen | 2,150 mil yen | 2,260 mil yen | |
Acquisition date (planned) | Sep. 2016 | Sep. 2016 | Sep. 2016 | Sep. 2016 | Sep. 2016 | Sep. 2016 | |
Appraisal NOI yield (Note2) | 5.9% | 6.3% | 6.3% | 4.9% | 6.9% | 6.8% | |
Average Appraisal NOI yield 6.1% | |||||||
Location | Naha City, Okinawa | Kitakyushu City, Fukuoka | Takizawa City, Iwate | Chuo Ward, Tokyo | Adachi Ward, Tokyo | Kitakyushu City, Fukuoka | |
Access | 5-min. walk from Okinawa urban monorail "Omoromachi" Sta. | 8.5km from Shinwakato Expressway "Kitahama" IC | 6km from Tohoku Expressway "Morioka" IC | 3-min. walk from Tokyo Metro "Ningyocho" Sta. | 5-min. walk from Tobu Skytree line "Umejima" Sta. | 0.5km from Kyusyu Expressway "Kokurahigashi" IC | |
Construction date | Jul. 2011 | Sep. 2008 | Oct. 2015 | Oct. 2014 | Sep. 2010 | Oct. 2007 | Occupancy rate 100.0% |
Occupancy rate (Note3) | 100.0% | 100.0% | 100.0% | 99.0% | 100.0% | 100.0% | |
Land area | 7,880.42㎡(Note4) | 39,659.00㎡ | 14,355.00㎡ | 529.80㎡ | 4,217.10㎡ | 6,789.55㎡ | |
Gross floor area | 34,180.43㎡(Note4) | 19,967.90㎡ | 4,289.89㎡ | 3,754.28㎡ | 7,913.65㎡ | 6,506.99㎡ |
(Note 1) The property includes office and commercial facilities as well as hotel rooms; its use is categorized as "other." The merged REIT will acquire 50% quasi-co-ownership interest of the trust beneficial interest in real estate. (Note 2) "Net operating income" (direct capitalization method) in the real estate appraisal reports divided by "anticipated acquisition price".
(Note 3) Occupancy rate as of Feb. 29, 2016. (Note 4) The figure of the entire property is shown.
<Naha Shin-Toshin Center Building
<Sports Depo and GOLF5
(Daiwa Roynet Hotel Naha-Omoromachi) > <Castalia Ningyocho III> <Royal Parks Umejima> Kokurahigashi IC Store>
<D Project Hibiki Nada> <D Project Morioka II>
7
Location
Naha Shin-Toshin area is a multi-purpose complex city suited for government, office, commercial and residential functions.
Located in 5-minutes walking distance from Omoromachi station on Yui Rail (a monorail running through
Okinawa-city), the property provides good accessibility to Kokusai Street in central Naha-city.
Property characteristics
The property is a multi-use complex mainly for office and hotel uses.
The property is highly appealing to IT related companies including for call-center use which typically need large floor space, high level equipment and employment of workers (especially female workers) and also appealing to companies with frequent use of cars for business.
Hotel floors offer large-sized rooms. Located somewhat away from the downtown, the hotel floors provide a calm environment, convenience and comfort. With high-grade appearance, the property is particularly popular in Naha City.
Naha Shin-Toshin Center Building (Daiwa Roynet Hotel Naha-Omoromachi)
Private elevator for each of hotel and office floors
Hotel floors
Office floors
Commercial floor
Private elevator for hotel floors
Private elevator for office floors
9F-18F
Hotel floors (243 rooms)
Number of call center companies newly Trendin the number of tourists to Okinawa
located in Okinawa(calendar year basis) (Companies) 79
80 76
(calendar year basis)
(10 K visitors)
800
776
2F-8F
Office floors
1F
Commercial floor
80
60 49
40
40 2933
20
5657
6569
700
600
500
515
550564
587605
565
586
542
584
641
706
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: "Trend of newly located corporations by industry" (Okinawa)
Source: "Overview of tourists to Okinawa statistics"
8
Overview of the Merged REIT
Daiwa House REIT (Note 1)
Anticipated acquisitions (Note 1)
(as of Apr. 15, 2016)
Daiwa House Residential (Note 1) | ||
Portfolio | Asset size (acquisition price basis) | 256,349 mil yen |
Number of properties | 142 properties | |
Total assets | 258,590 mil yen | |
NOI yield | 5.5% | |
Average age | 10.3 years | |
Occupancy rate | 96.0% | |
Finance | LTV | 54.8% |
Interest-bearing debt | 141,663 mil yen | |
Rating | AA- (JCR) A+ (R&I) | |
Unitholder value | NAV per unit | 191,454 yen |
Net assets per unit | 148,707 yen | |
Forecast period ending Aug. 2016 | ||
Forecast DPU (Note 8) | 4,510 yen | |
Forecast DPU after the merger-ratio adjustment (Note 9) | 4,510 yen |
The Merged REIT (Note2)
(outlook as of Sep. 28, 2016)
206,363 mil yen 17,210 mil yen
506,887 mil yen (Note3)
41 properties 6 properties 189 properties
Logistics Properties | 194,108 mil yen 34 properties |
Residential Properties | 258,339 mil yen 142 properties |
Commercial Properties | 44,810 mil yen 10 properties |
Others | 9,630 mil yen 3 properties |
506,887 mil yen 189 properties | |
Asset size (Note 3) | |
222,081 mil yen - 569,230 mil yen (Note4)
5.9% 6.1% (Note 5) 5.4% (Note 6)
6.8 years 4.9 years 8.5 years
99.95% 100.0% 98.7%
45.9% 44.6%
(48.4%) (Note 7)
102,000 mil yen 253,663 mil yen
AA- (JCR) -
394,784 yen 213,643 yen
310,353 yen 195,610 yen
Forecast
period ending Aug. 2016
Forecast
period ending Aug. 2017
4,700 yen | |
Increase Rate (Note 10) | for Daiwa House for Daiwa House Residential REIT +4.2% +14.9% |
9,000 yen
Adjusted by merger ratio (1 : 2.2)
4,090 yen
* Notes on this page are listed at the bottom of the next page.
9
Forecasts of the Merged REIT
23rd period (ending Aug. 2017) Forecasts
Variation vs 22nd period
(ending Feb. 2017)
22nd period (ending Feb. 2017) Forecasts
17,386 mil yen 17,501 mil yen + 114 mil yen
Operating revenues | |
Operating income | |
Amortization of Goodwill | |
Operating income | |
Ordinary income | |
Net income | |
Reversal of retained earnings | |
Total distribution |
11,184 mil yen 10,328 mil yen - 855 mil yen
1,113 mil yen 1,113 mil yen 0 mil yen
6,202 mil yen 7,172 mil yen + 970 mil yen
5,018 mil yen 6,027 mil yen + 1,009 mil yen
5,017 mil yen
6,027 mil yen
+ 1,009 mil yen
2,046 mil yen 1,113 mil yen - 933 mil yen
7,064 mil yen
7,140 mil yen
+ 75 mil yen
Net income per unit (A) |
Reversal of retained earnings per unit (B) |
DPU (A)+(B) |
3,302 yen 3,967 yen + 665 yen
1,347 yen 732 yen - 615 yen
4,650 yen
4,700 yen
+ 50 yen
Number of properties held
189 properties 189 properties
Notes of the previous page
(Note 1) Financial figures for the period ended Feb. 2016 or those as of Feb. 29, 2016 of Daiwa House Residential and Daiwa House REIT. (The figure for Daiwa House REIT includes anticipated acquisition of D Project Tosu extension in Jun. 2016) (Note 2) Pro forma figures, including borrowing and repayment, in consideration of the six anticipated acquisitions announced on April 15, 2016.
(Note 3) Based on the purchase method, with Daiwa House Residential being the acquiring entity, Daiwa House REIT's assets are to be obtained at appraisal value. Therefore, the total amount of Daiwa House Residential acquisition price plus Daiwa House REIT's appraisal value in the period ended Feb. 2016 as well as the total amount of the anticipated acquisitions is presented.
(Note 4) Total assets include goodwill of 44,544 mil yen (forecast).
(Note 5) NOI yield of the anticipated acquisitions are based on appraisal NOI yields.
(Note 6) NOI yield is calculated based on actual NOI in the period ending Feb.2016 and appraisal NOI.
(Note 7) The figure inside the parentheses presents a trial calculation figure: The Merged REIT's "total assets" minus "positive goodwill of 44,544 mil yen (forecast)." (Note 8) Forecast DPU represent the forecast figures of Daiwa House Residential and Daiwa House REIT announced on April 15, 2016.
(Note 9) Forecast DPU (4,510 yen for Daiwa House Residential and 9,000 yen for Daiwa House REIT) announced on April 15, 2016 adjusted by the merger ratio.
(Note 10) Figures are calculated as follows: "Forecast DPU in the period ending August 2017 of the Merged REIT" divided by "Forecast DPU after the merger-ratio adjustment in the period ending Aug 2016."
10
Intentionally Blank
RATIONALE OF THE MERGER AND
12
POLICY OF THE MERGED REITExisting Two REITs at Glance
Investment targets
specialty commercial complexes
Portfolio (Note1)
Position (Note1)
Cash flow
External growth
from third parties
Performance of asset management
Challenges
properties with long-term fixed contracts
Residential properties and senior housing properties
Portfolio of assets mainly in the central wards of Tokyo
Competitive high performance logistics properties and
Portfolio of assets mainly in the Greater Tokyo Area
142 properties; 256.3 Bn yen
41 properties; 206.3 Bn yen(Note2)
Asset size: No. 3 of residential J-REITs
Market capitalization: No. 3 of residential J-REITs
Asset size: No. 4 of logistics J-REITs(Note2)
Market capitalization: No. 4 of logistics J-REITs
Steady cash flow based on the effect of its diversified residence portfolio
Steady cash flow based on long-term fixed contracts
Merged with New City Residence in April 2010
Constant acquisition of properties from Daiwa House Group
Constant acquisition of properties from third parties
Acquisition track record of logistics properties from Daiwa House Group's abundant pipeline
Successful track records of acquiring commercial properties
Asset management track records for over 10 years since its listing
Daiwa House Industry Co., Ltd. became the main sponsor in December 2008, which propelled the subsequent growth
Asset management track records for over 8 years since its founding
Achieved its target asset size for the first-stage of 200 billion yen within the three-year period since its listing
Limited opportunities for internal growth due to slow pace of rent-rates hike
Slowdown of external growth and new acquisitions due to severe competition in residential property transaction market
LTV remaining at relatively high level
Limited opportunities for internal growth given the BTS-type logistics
No. 4 of the five logistics REITs in terms of asset size (Notes 1 and2)
(Note 1) As of Mar. 31, 2016
(Note 2) Including anticipated acquisition of D Project Tosu extension in Jun. 2016
Rationale of the merger 1
Enhanced external growth potential and further internal growth opportunities through the shift to
a "di vers ifie d REIT"
Enhance external growth potential through enlarged acquisition opportunities
In addition to existing logistics, residential and commercial properties, investment targets will be further expanded to hotels, office buildings, etc. Accordingly, various types of asset acquisitions including multi-use complex properties will be realized and enhance continuous external growth potential
Maintain stability of revenues
The Merged REIT will continue to invest in stable assets (logistics, residential and commercial properties) which are being categorized as the core assets.
The Merged REIT will build a diversified portfolio to achieve excellent revenue stability through investment in various asset types with diversified risk and return profile
Acquire assets with upside potential for rent
In addition to revenue stability, the Merged REIT aims to acquire assets with upside potential for rent (multi-tenant type logistics properties, urban-type commercial properties, hotels, office buildings, etc.)
Maximize unitholder value through enhanced external growth potential and further internal growth opportunities through the shift to a "diversified REIT"
Rationale of the merger 2
Improvement of the position in the J-REIT market and more flexible asset management through
"scal e enhanc ement"
Improve presence in the capital market
The Merged REIT's asset size (acquisition price basis) will be over 500 billion yen, which greatly improves the positioning and presence in the J-REIT market
Market capitalization increase will improve the liquidity of the units, which would potentially lead to inclusion in a stock index such as the MSCI Global Standard Indices in the future
Improve flexibility of portfolio asset management
and finance strategy
Utilization of retained earnings and tax-loss carry-forwards will allow the Merged REIT to implement measures to improve the portfolio value (e.g. asset reshuffle) flexibly and proactively
Acquisition of large-scale properties, and deals including M&A can be handled more easily
Improve portfolio cash flow stability
Cash flow stability will be maintained through portfolio diversification including increase in number of properties and tenants, increase in asset size and enhanced geographical distribution
Maximize unitholder value by improved positioning in the J-REIT market and
more flexible portfolio management and financial strategy through "scale enhancement"
Improved stability from further diversified portfolio base
Asset type diversification (leasable area basis) (Note 1) Ratio of top 10 properties (acquisition price basis)(Note 2)
Core Assets
97.8%Logistics properties (BTS type)
53.9%
Residential properties
32.1%
Commercial properties (mall type)
7.8%
Commercial properties (roadside type)
4.0%
Others (office buildings)
1.7%
Others (healthcare facilities)
0.5%
Top 10 Properties
22.0%D Project Urayasu II 5.0%
D Project Hachioji 3.0%
D Project Nishiyodogawa 2.0%
D Project Machida 1.8%
Pacific Royal Court Minatomirai
Urban Tower 1.8%
D Project Urayasu I 1.8%
D Project Inuyama 1.7%
D Project Kuki V 1.6%
DREAM TOWN ALi 1.6%
D Project Kuki II 1.6%
Other
By age of property (acquisition price basis) (Note 2) Ratio of top 10 tenants (leased area basis) (Note 1)
78.0%
Less than 10 years
69.9%Less than 5 years
18.0%
5 to less than 10 years
52.0%
More than 10 years
30.1%
Top 10 Tenants
45.9%Hitachi Capital Corporation 7.9%
Daiwa Living 6.6%
Daiwa Information Service 6.3%
Mitsubishi Shokuhin 5.8%
Nakano Shokai 4.6%
Sagawa Global Logistics 3.3%
Seven & i Holdings 3.2%
Hitachi Transport System 3.0%
Takihyo 2.8%
VANTEC CORPORATION 2.5%
Other
54.1%
(Note 1) The percentages shown are based on the size of total leasable area or leased area of Daiwa House Residential and Daiwa House REIT (as of the of Feb. 29, 2016) and those of the six anticipated acquisitions. (Ratios are calculated based on leasable area or leased area of the entire property for Naha Shin-Toshin Center Building (Daiwa Roynet Hotel Naha-Omoromachi).)
(Note 2) The percentages shown are based on the size of total acquisition price of Daiwa House Residential and appraisal value of Daiwa House REIT (as of Feb. 29, 2016) and the six anticipated acquisitions price. (The figure for Daiwa House REIT includes anticipated acquisition of D Project Tosu extension in Jun. 2016)
Rationale of the merger 3
Acceleration of growth leveraging the value chain of "Daiwa House Group's integrated capabilities"
Daiwa House Group's integrated capabilities-from planning, development and construction to tenant-leasing, administration and operation-will thoroughly and consistently support the Merged REIT.
Disposition
Acquisition
Redevelop properties
disposed by the REIT
Real estate development
Construction
contract
Selection / acquisition of land
Proposal to land owners regarding idle land
Management /
Feedback
operation of the properties
Merged REIT
Synergy-effect strategy
Selling
Planning/ design
Acquisition of developed properties to enhance unitholder value
Acquisition
Utilize the fund for
investment in new development / acquisition
Disposition
Tenant-leasing
Construction
Skillful selection of land locations and successful construction/operation record Tenants with great attraction for customers in various business types/styles Long-term trust with various firms and nationwide network
Other Businesses 11.5%
No. of Group firms
145
No. of Group employees
34,903
Single-Family Houses 13.2%
Logistics-related business: developed land area (Note 2)
5,002,672 ㎡
Commercial properties administration: leasable area (Note 4)
4,835,502 ㎡
Logistics, Business &
Corporate Facilities 20.6%
Daiwa House Group
Rental Housing 27.5%
Residential properties management:
Total number of residences managed (Note 3)
435,515 units
City-type hotels: ownership/operation properties (Note 5)
39 properties
(Total no. of rooms: 8,755)
Medical and nursing care facilities constructed (Note 6)
4,424 properties
Consolidated sales 2,810.7 Bn. yen (for the fiscal year
Commercial Facilities ended Mar.2015)
15.8%Condominiums
8.2%
Existing Home Business 3.2%
(Source) Annual Report of Daiwa House Industry Co., Ltd. for the fiscal year ended Mar. 2015
(Note 1) Figures are as of Mar. 31, 2015, excluding those of Group firms and Group employees (as of Apr. 1, 2015).
(Note 2) Including ones that are now being planned/developed (Note 3) Total of Daiwa Living, Daiwa Living Management,
and Nihon Jyutaku Ryutsu
(Note 4) Total leasable area of sub-lease buildings of Daiwa Lease,
Daiwa Information Service, and Daiwa Royal (Note 5) Including Royton Sapporo and Osaka Marubiru (Note 6) Number of properties constructed
by Daiwa House Industry Co., Ltd. 17
Further development in line with the growth of Daiwa House Group
The Merged REIT will acquire properties developed by Daiwa House Group based on Group's pipeline support, including preferential negotiation rights
Mid-term management plans of Daiwa House Group
Leased real estate of Daiwa House Group
Investment plans for real estate development of
1st plan
2nd plan
Improve
3rd plan
Achieve
4th plan
Accelerate
5th plan
(Bn yen)
Daiwa House Group
(Bn yen)
Expand sales
Sales
Operating Income Net Income
ROE
(Bn yen)
profit structure
new growth
9.5%
growth To beannounced
on May 13, 2016
10% or more
3,180.0
(forecast)
240.0
(forecast)
Liquidated real-estate | 418.7 171.8 7.2 | ||
Real estates available for sale | |||
Rental Housing | |||
Commercial facilities | 52.3 | ||
Logistics, Business & Corporate facilities | 97.3 | ||
Overseas Business | 15.0 297.6 256.0 29.5 | ||
Profit-earning real estates | |||
Being rented | |||
Rental Housing | |||
Commercial facilities | 180.9 | ||
Logistics, Business & Corporate facilities | 41.6 | ||
Total of Real estate being rented | 717.1 |
274.0
338.0
160.3
500.0
(forecast)
430.5
(Actual)
Logistics, Business & Corporate facilities 288.5
Commercial facilities 98.0
1st plan | 2nd plan | 3rd plan | 4th plan | 5th plan |
FY2005- | FY2008- | FY2011- | FY2013- | FY2016- |
2007 | 2010 | 2012 | 2015 | 2018 |
(Actual) | (Actual) | (Actual) | (Actual / | (Forecast) |
(Source) Financial report overview of Daiwa House | Forecast) | |||
Industry Co., Ltd. for 3Q of period ended |
Rental Housing 43.9
1,709.2 1,690.1
4.4%
89.187.6
2,007.9
128.0
154.0
(forecast)
Mar. 2016
(Note) As of Dec. 2015
(Note) As of Dec. 2015
2.0%
13.0
27.2
66.2
(Note )
Investment by Daiwa House Industry in the Merged REIT
In order to align with its own profit and the benefit of the Merged REIT's unitholders,
Daiwa House Industry will continue to hold units of the Merged REIT.
Daiwa House Industry's ownership of the investment units (%):
FY2007 FY2010 FY2012 FY2015 FY2018
(Source) Fourth mid-term business management plan and financial report overview at the 3Q of the period ended Mar. 2016 of Daiwa House Industry Co., Ltd.
(Note) Projected performance of Daiwa House Group at the 3Q of the period ended Mar. 2016
169,600 units (11.2%) (Note)
(Note) Based on the number of units of the investment Corporations held by Daiwa House Industry as of February 29, 2016, in consideration of the merger-ratio adjustment
Pipeline of Daiwa House Group
Logistics properties
D Project Kitahachioji Annex A
BTS-type
Hachioji City, Tokyo
Feb. 2011
5
15,352m2
D Project Kitahachioji Annex B
BTS-type
Hachioji City, Tokyo
Nov. 2011
4
18,762m2
D Project Kitahachioji Annex C
BTS-type
Hachioji City, Tokyo
Jun. 2014
4
26,311m2
D Project Jonanjima
BTS-type
Ota Ward, Tokyo
May 2014
8
49,739m2
D Project Itabashi Shingashi
BTS-type
Itabashi Ward, Tokyo
Dec. 2014
7
31,094m2
D Project Kuki Shoubu Ⅰ Annex B
BTS-type
Kuki City, Saitama
Jan. 2010
1
2,941m2
D Project Kawagoe Annex A
BTS-type
Kawagoe City, Saitama
Jan. 2011
3
24,684m2
D Project Kawagoe
BTS-type
Kawagoe City, Saitama
Jul. 2014
4
39,704m2
D Project Wako Annex A
BTS-type
Wako City, Saitama
Apr. 2015
6
57,199m2
D Project Matsudo Annex A
BTS-type
Matsudo City, Chiba
Apr. 2011
5
19,838m2
D Project Tomisato Ⅰ
BTS-type
Tomisato City, Chiba
Apr. 2015
6
36,335m2
D Project Sendaiizumi Ⅰ A
BTS-type
Sendai City, Miyagi
Apr. 2014
3
12,062m2
D Project Fuji
BTS-type
Fuji City, Shizuoka
Oct. 2013
2
24,176m2
D Project Kakegawa Ⅰ
BTS-type
Kakegawa City, Shizuoka
Aug. 2014
5
33,893m2
D Project Hiroshima Seifu
BTS-type
Hiroshima City, Hiroshima
Dec. 2014
2
19,058m2
DPL Misato
Multi-tenant -type
Misato City, Saitama
Jul. 2013
5
49,440m2
DPL Sagamihara
Multi-tenant -type
Sagamihara City, Kanagawa
Dec. 2013
5
82,685m2
DPL Yokohama Daikoku
Multi-tenant -type
Yokohama City, Kanagawa
Feb. 2014
6
121,818m2
DPL Fukuoka Kasuya
Multi-tenant -type
Kasuya Gun, Fukuoka
Apr. 2014
7
87,683m2
Property name Category Location
Commercial properties
Property name Category Location
Construction date
Construction date
No. of floors
No. of floors
Gross floor area
Gross floor area
FOLEO Shoubu
Roadside-type
Kuki City, Saitama
Apr. 2010
1
19,287m2
FOLEO Hakata
Mall-type
Fukuoka City, Fukuoka
Jan. 2008
3
29,023m2
FOLEO Otsu Ichiriyama
Mall-type
Ootsu City, Shiga
Oct. 2008
2, and
1 basement
66,038m2
iias Tsukuba
Mall-type
Tsukuba City, Ibaraki
Sep. 2008
4
125,249m2
(Source) Daiwa House Industry Co., Ltd.
(Note) As of the date of this documentation, neither Daiwa House Residential nor Daiwa House REIT is in specific negotiations with Daiwa House Group, etc., regarding the above assets. Currently, there are no planned acquisitions.
Pipeline of Daiwa House Group (including properties under development)
Residential properties
Property name Category Location
Construction
date No. of residential units
Royal Parks Ogikubo
Compact/ family
Suginami Ward, Tokyo
Mar. 2005
condominium: 157 units
Royal Parks Riverside
Compact/ family
Adachi Ward, Tokyo
Dec. 2010
condominium: 200 units
Royal Parks ER Sasashima
Compact/ family/
Private nursing homes/ Nursery school
Nagoya City, Aichi
Mar. 2015
condominium: 430 units, nursery homes: 66 units, nursery school, day- service, convenience store, shared house
Nagoya city Naka ward Project
Compact/ family
Nagoya City, Aichi
Jan. 2016
condominium: 99 units
Shinjuku ward Yotsuya Project
Compact/ family
Shinjuku Ward, Tokyo
Feb. 2017
(planned)
condominium: 91 units,
store: 1 unit
Minato ward Akasaka 9 chome Project
Compact/ family
Minato Ward, Tokyo
Feb. 2017
(planned)
condominium: 116 units,
store: 1 unit
Hotels / Multi-use complexes
Property name Category Location
Construction date
No. of floors
Gross floor area
Daiwa Royal Ariake Project
Hotel/commercial/ Convention
Koto Ward, Tokyo
Mar. 2018
(planned)
17, and 1 basement
22,500 ㎡
Hiroshima Futaba no Sato Project
Hotel/office/ commercial
Hiroshima City, Hiroshima
Mar. 2019
(planned)
23
47,123 ㎡
Office / Healthcare facilities
Property name Category Location
Construction date
Gross floor area / No. of residential units
Ariake Central Tower
Office
Koto Ward, Tokyo
Jan. 2011
71,281㎡
Nerima Takamatsu Project
Assisted-living pay nursing homes
Nerima Ward, Tokyo
Feb. 2015
100 units
Utsunomiya Project
Serviced senior housing
Utsunomiya City, Tochigi
Sep. 2015
77 units
Shibuya Honmachi Project
Assisted-living pay nursing homes
Shibuya Ward, Tokyo
Oct. 2015
57 units
(Source) Daiwa House Industry Co., Ltd.
(Note) As of the date of this documentation, neither Daiwa House Residential nor Daiwa House REIT is in specific negotiations with Daiwa House Group, etc., regarding the above assets. Currently, there are no planned acquisitions.
20
Solid pipeline support from Daiwa House Group
The current pipeline support for the existing two REITs will remain (Note 1), and Daiwa House Group will continue to support the Merged REIT
Partners of support agreements
Daiwa House Group
Merged REIT
Other business partners
Daiwa House Industry Co., Ltd.
Logistics Residential Commercial
Hotels
Others
Residential
Commercial
Logistics Commercial
Residential
Morimoto Co., Ltd.
Cosmos Initia Co., Ltd.
Daiwa Lease Co., Ltd. Daiwa Information
Service Co., Ltd.
Logistics
information on properties for sale>
Commercial
Hotels
Logistics Residential Commercial
Sumitomo Mitsui
Daiwa Royal Co., Ltd. FujitaCorporation
Daiwa Logistics Co., Ltd.
Trust Bank, Limited
(Note 1) As of Apr. 15, 2016, whether and how to amend agreements with each Daiwa House Group companies other than Daiwa House Industry has not been determined yet. (Note 2) Investment-target assets are shown which are subject to the preferential negotiating rights of the Merged REIT with each of the above companies.
(Note 3) Daiwa House Industry's "hotels" and "others," represent preferential negotiating rights investment-target assets that will be added, subject to the Merger taking effect. (Note 4) Daiwa Royal's "hotels" will become object of the preferential negotiating rights which will be additional investment target of the Merged REIT after the merger.
Overview of the sponsor-support agreement with Daiwa House Industry
Preferential negotiating rights
Information on properties for sale
Warehousing
Re-development support
Property management advisory
Leasing support
Temporary staffing service
Acquisition and holding of investment units
Advice on renewal and construction-process-control
Entrustment of PM tasks
Financial strategy and financial status
Control LTV within a range from 40% to 50% (with respect to total assets including positive goodwill) and maintain stable financial operation
Focus on lengthening and diversifying debt maturities, fixing interest rates and reducing debt costs
Status of Interest-bearing debt (Note1)
Details of Interest-bearing debt (Note1)
Total debt
Total borrowings
Total of investment corporation bonds
243,663 mil yen
232,663 mil yen
11,000 mil yen
Long-term debt ratio (Note 2)
94.3%
Fixed interest ratio
90.7%
Average interest rate
0.87%
Average remaining maturity
3.7 years
Commitment line
20,000 mil yen
Lender
Balance (mil yen)
Ratio
Sumitomo Mitsui Trust Bank
45,289
18.6%
Sumitomo Mitsui Banking Corporation
41,280
16.9%
Mizuho Bank
39,780
16.3%
The Bank of Tokyo-Mitsubishi UFJ
38,387
15.8%
Mitsubishi UFJ Trust and Banking
13,827
5.7%
Aozora Bank
13,061
5.4%
Development Bank of Japan
11,400
4.7%
The Norinchukin Bank
9,610
3.9%
Resona Bank
7,995
3.3%
Lender/ Investment corporation bonds
Balance (mil yen)
Ratio
Mizuho Trust & Banking
3,808
1.6%
Nippon Life Insurance
2,500
1.0%
Shinsei Bank
1,500
0.6%
Mitsui Sumitomo Insurance
1,000
0.4%
Shinkin Central Bank
1,000
0.4%
The Chiba Bank
965
0.4%
The Shizuoka Bank
760
0.3%
The Bank of Fukuoka
500
0.2%
Investment corporation bonds
11,000
4.5%
Total
243,663
100.0%
(mil yen)
50,000
借入金
Diversified maturity ladder (Note1)
投資法人債
40,000
借入金
投資法人債
Daiwa House Residential
Daiwa House REIT
Borrowings
Investment corporation bonds
Borrowings
Investment corporation bonds
15,000
30,000
20,000
10,000
0
4,000 10,000
31,800
3,000
27,495
16,000
11,600
10,000
18,910
1,000
3,000
3,500
3,000
7,000
6,858
7,000
3,500
10,000 10,500
6,000
5,000 2,000
3,000
2,000
1,000
3,000
4,000
7,000 6,000 1,500
2016年
8月期
Aug.
2016
2月期
8月期
Feb. Aug.
2017年
2017
2月期
8月期
2月期
8月期
2月期
8月期
2月期
8月期
2月期
8月期
2月期
8月期
2月期
8月期
2月期
8月期
2月期
8月期
2月期
8月期
Feb. Aug. Feb. Aug. Feb. Aug. Feb. Aug. Feb. Aug. Feb. Aug. Feb. Aug. Feb. Aug. Feb. Aug. Feb. Aug.
2018年
2019年
2020年
2021年
2022年
2023年
2024年
2025年
2026年
2027年
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027
(Note 1) Trial calculation figures based on financial values as of Mar. 31, 2016 are presented.
(Note 2) Long-term debt includes the long-term debt with repayment date or redemption date due within one year.
Treatment of positive goodwill and distribution policy
Treatment of positive goodwill
Net income
per unit
DPU
10% of the amount equivalent to
depreciation cost
Distribution in excess of earnings per unit
Expected positive
goodwill after the merger
Distribution policy of the Merged REIT
Reversal of retained earnings per unit
44.5 Bn yen
Goodwill will be booked as intangible fixed assets on the B/S.
* In terms of accounting, regularly
amortized over 20 years using the straight-line method.
The goodwill amortization cost will be booked as operating expenses on the P/L statement.
Outlook as of Apr. 8, 2016
Effective date of the merger
The amount equivalent to 10% of depreciation will be distributed
Utilizing the internal reserves, the portion equivalent to goodwill amortization will be covered and be distributed
Upon completion of the reversal of retained earnings
Distribution in excess of earnings as allowance for adjustment of temporary differences
Completed amortization of positive goodwill
In the case of sell-off profit from real
estate, etc., tax-loss carry-forwards will be applied, and the profit can be deemed as internal reserves.
Treatment of retained earnings
Distribution level will not be affected by the goodwill amortization cost
Tax-Loss Carry-
Forwards
44.5 Bn yen
Daiwa House REIT
Daiwa House Residential
as of Feb. 29, 2016
Period ending Aug. 2016
Merged REIT
~ ~Period ending Feb. 2017
Retained earnings
(reserved for distribution)
17.8 Bn yen
This will be used to cover losses, etc.,
when distribution equivalent to positive goodwill amortization, property disposition loss accrues, or dilution as a result of issuance of units occurs.
Revenue recognition by unitholder (Note 2) of the Merged REIT
as of Feb.29, 2016 (Note 1)
Realize stable distributions
Taxation
Accounting
Utilizing part of the internal reserves
Recognition as dividend
Distribution as earnings
Excess distribution
as allowance for
adjustment of temporary differences (Note 3)
Recognition as dividend
Depend on the accounting policies of
the beneficial investors
Distribution of the Merged REIT
Excess distribution from reversal of retained earnings
Return of capital from tax standpoint
Return of capital (Reduction of book value)
(Reference)
Excess distribution in general
(Note 1) This presents the amount after a reversal of internal reserves; the amount before a reversal was 18.0 Bn yen. (Note 2) Unitholders who hold as available for sale securities.
(Note 3) This distribution is for preventing double taxation due to inconsistency between accounting and taxation of goodwill amortization cost.
23
Asset management fee structure of the Merged REIT
Among the asset management fees of the Merged REIT, the NOI-linked fee will decrease by 0.5% to 4.5% as the applicable rate
Period
ended Feb. 2016
Real estate appraisal value × 0.4%
Asset management (AM) fee I
Merger fee
Appraisal value of properties succeeded at the merger × 0.8%
Asset management fee structure
AM fee II
Income before income taxes × 3.0%
Acquisition and disposition fees
Acquisition or disposition price × 0.8% (0.4%) (Note1)
Period
ending Aug. 2016
Change
Total assets × 0.2%
NOI × 5.0%
Total assets × 0.3%
Net income × 4.0%
Acquisition and disposition fees
Acquisition or disposition price
× 0.8% (0.4%) (Note1)
Merger fee
Appraisal value of properties succeeded at the merger × 0.8%
Acquisition and disposition fees
Acquisition or disposition price × 0.5% (0.25%) (Note1)
AM fee I
AM fee II
Period
ending Aug. 2016
AM fee I
AM fee II
Asset management fee structure (post-merger)
AM fee I
Total assets× 0.2% (Note 2)
AM fee II
NOI × 4.5% (Note 2)
Acquisition and disposition fees Merger fee
Acquisition or disposition price × 0.5% (0.25%) (Note 1, 3) Appraisal value of properties
succeeded at the merger × 0.8%
Merged REIT
Period ending Feb. 2017
(Note 1) Figures in parentheses shows the fee rate applicable for related party transactions (Note 2) The maximum fee rate is 0.4% for AM fee I and 5.0% for AM fee II
(Note 3) Asset management fee structure will be effective by resolution of Daiwa House Residential unitholders' meeting which is planned to be held on Jun. 17, 2016
24
25
APPENDIX
Philosophy of the Merged REIT
"We seek to continuously enhance unitholder value by carrying out investment and asset management in diversified categories of real estate to meet social needs and by securing medium-to-long-term revenue stability and steady asset growth."
Daiwa House Group, the sponsor, has set its management vision of "Endless Heart" and as "Daiwa House Group-working to co-create value for individuals, communities and peoples' lifestyles," has committed itself to "contributing to society" through business development in diversified categories to meet social needs and through proactive innovation and the development of new categories. Daiwa House Group has realized the "creation of shareholders' value" that generates greater economic value than the capital cost, steadily over the medium-to-long-term. The Merged REIT will follow this Daiwa House Group's philosophy.
The Merged REIT will shift to a "diversified REIT" that invests in new types of properties, such as hotels, office buildings, in addition to those that the Investment Corporations have dealt in to date. Its policy will be to leverage Daiwa House Group's integrated capabilities to enhance its growth potential, improve the profitability and quality of its portfolio, and achieve sustainable external growth and stable distributions.
Organization chart of the Merged REIT
Parent Company of Asset Manager Pipeline Supporting Company
④
Unitholders' Meeting
Daiwa House Industry Co., Ltd.
Investment Corporation
Asset Custodian, General Administrator,
Administrator of Unitholders' Register and
Special Account Administrator
Daiwa House REIT
Investment Corporation ②
Pipeline Supporting Companies
Daiwa Lease Co., Ltd.
Fujita Co., Ltd. ⑤
Daiwa Logistics Co., Ltd.
Daiwa information Service Co., Ltd. Daiwa Royal Co., Ltd.
Cosmos Initia Co., Ltd. Morimoto Co., Ltd.
Provider of Brokerage Information (on properties, etc.)
⑥
Sumitomo Mitsui Trust Bank, Limited
Board of Directors
Executive Director : Jiro Kawanishi Supervisory Director : Tetsuya Iwasaki Supervisory Director : Hiroshi Ishikawa
Independent Auditor
Ernst & Young ShinNihon LLC
①
Sumitomo Mitsui Trust Bank, Limited
Administrator of Investment Corporation Bonds
③
Sumitomo Mitsui Trust Bank, Limited The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Asset Manager
①Asset management consignment agreement
②Asset custodian consignment agreement General administration consignment agreement
Unitholder registration operator / Special account management agreement
③Fiscal agent agreement
④Basic agreement on new pipeline support
⑤Basic agreement on pipeline support Pipeline supporting agreements
⑥Basic agreement on provision of brokerage information on properties, etc.
Daiwa House Asset Management Co., Ltd.
Property portfolio of the Merged REIT after Anticipated Acquisitions
Type
Property Name
Location
Anticipated
Acquisition Price
(million yen) (Note 1)
Anticipated
Investment Ratio
(Note 2)
Leasable Area
Occupancy Rate
Logistics
D Project Machida
Machida City, Tokyo
9,200
1.8%
50,490.39
100.0%
D Project Hachioji
Hachioji City, Tokyo
15,400
3.0%
62,394.17
100.0%
D Project Aikawa-Machi
Aiko District, Kanagawa
3,320
0.7%
14,240.84
100.0%
D Project Shin-Misato
Misato City, Saitama
5,720
1.1%
11,289.91
100.0%
D Project Urayasu I
Urayasu City, Chiba
9,080
1.8%
36,515.81
100.0%
D Project Urayasu II
Urayasu City, Chiba
25,400
5.0%
72,320.01
100.0%
D Project Akanehama
Narashino City, Chiba
2,890
0.6%
11,663.39
100.0%
D Project Noda
Noda City, Chiba
6,200
1.2%
29,232.53
100.0%
D Project Inuyama
Inuyama City, Aichi
8,520
1.7%
43,723.70
100.0%
D Project Gifu
Anpachi District, Gifu
1,100
0.2%
7,669.91
100.0%
D Project Neyagawa
Neyagawa City, Osaka
5,830
1.2%
11,151.51
100.0%
D Project Sapporo Minami
Kitahiroshima City, Hokkaido
818
0.2%
6,749.10
100.0%
D Project Morioka
Takizawa City, Iwate
1,200
0.2%
9,558.32
100.0%
D Project Sendai Minami
Iwanuma City, Miyagi
1,520
0.3%
11,052.27
100.0%
D Project Tsuchiura
Tsuchiura City, Ibaraki
3,390
0.7%
17,448.86
100.0%
D Project Gotenba
Gotenba City, Shizuoka
1,140
0.2%
6,737.53
100.0%
D Project Nishi-Hiroshima
Hiroshima City, Hiroshima
1,210
0.2%
5,093.51
100.0%
D Project Fukuoka Umi
Kasuya District, Fukuoka
4,150
0.8%
24,729.56
100.0%
D Project Tosu
Tosu City, Saga
5,730
1.1%
8,826.00
100.0%
D Project Kuki I
Kuki City, Saitama
3,910
0.8%
22,708.72
100.0%
D Project Kuki II
Kuki City, Saitama
8,100
1.6%
50,490.00
100.0%
D Project Kawagoe I
Kawagoe City, Saitama
3,480
0.7%
16,150.88
100.0%
D Project Kawagoe II
Kawagoe City, Saitama
4,730
0.9%
19,872.00
100.0%
DPL Inuyama
Inuyama City, Aichi
3,850
0.8%
21,628.50
100.0%
D Project Fukuoka Hakozaki
Fukuoka City, Fukuoka
4,250
0.8%
34,710.80
100.0%
D Project Kuki III
Kuki City, Saitama
7,640
1.5%
26,937.41
100.0%
D Project Kuki IV
Kuki City, Saitama
5,490
1.1%
26,460.00
100.0%
D Project Kuki V
Kuki City, Saitama
8,280
1.6%
47,320.89
100.0%
D Project Kuki VI
Kuki City, Saitama
5,130
1.0%
29,244.66
100.0%
D Project Yashio
Yashio City, Saitama
6,400
1.3%
21,965.04
100.0%
D Project Nishiyodogawa
Osaka City, Osaka
10,300
2.0%
39,584.80
100.0%
D Project Matsudo
Matsudo City, Chiba
7,370
1.5%
26,776.67
100.0%
Residential
Qiz Ebisu
Shibuya Ward, Tokyo
7,650
1.5%
5,230.39
96.1%
Castalia Azabujuban Shichimenzaka
Minato Ward, Tokyo
4,500
0.9%
3,492.93
96.9%
Castalia Shibakoen
Minato Ward, Tokyo
2,630
0.5%
2,707.51
96.4%
Castalia Ginza
Chuo Ward, Tokyo
2,520
0.5%
2,226.42
93.3%
Castalia Hiroo
Minato Ward, Tokyo
2,220
0.4%
1,621.59
97.5%
Castalia Nihonbashi
Chuo Ward, Tokyo
1,200
0.2%
1,458.73
98.3%
Castalia Hacchobori
Chuo Ward, Tokyo
2,300
0.5%
2,969.57
96.8%
Castalia Azabujuban
Minato Ward, Tokyo
2,910
0.6%
2,400.00
96.4%
Castalia Azabujuban II
Minato Ward, Tokyo
2,690
0.5%
2,094.58
91.4%
Castalia Shinjuku Natsumezaka
Shinjuku Ward, Tokyo
1,865
0.4%
1,917.62
90.3%
Castalia Ginza II
Chuo Ward, Tokyo
1,800
0.4%
1,817.56
96.0%
Castalia Shibuya Sakuragaoka
Shibuya Ward, Tokyo
1,400
0.3%
1,123.80
100.0%
Castalia Nishi Azabu Kasumicho
Minato Ward, Tokyo
2,143
0.4%
2,779.77
91.7%
Castalia Ochanomizu
Chiyoda Ward, Tokyo
1,770
0.3%
2,559.21
100.0%
Castalia Sangubashi
Shibuya Ward, Tokyo
1,393
0.3%
1,898.47
100.0%
Castalia Suitengu
Chuo Ward, Tokyo
1,279
0.3%
1,940.94
95.6%
Castalia Suitengu II
Chuo Ward, Tokyo
1,138
0.2%
1,858.34
96.6%
Castalia Shintomicho
Chuo Ward, Tokyo
932
0.2%
1,444.52
100.0%
Castalia Shintomicho II
Chuo Ward, Tokyo
825
0.2%
1,244.54
96.5%
Castalia Harajuku
Shibuya Ward, Tokyo
887
0.2%
1,225.26
100.0%
Castalia Yoyogi Uehara
Shibuya Ward, Tokyo
608
0.1%
811.95
92.3%
Castalia Sendagaya
Shibuya Ward, Tokyo
555
0.1%
803.03
88.2%
Type
Property Name
Location
Anticipated
Acquisition Price
(million yen) (Note 1)
Anticipated
Investment Ratio
(Note 2)
Leasable Area
Occupancy Rate
Residential
Castalia Shinjuku 7 chome
Shinjuku Ward, Tokyo
464
0.1%
957.60
100.0%
Castalia Ningyocho
Chuo Ward, Tokyo
947
0.2%
1,747.90
100.0%
Castalia Ningyocho II
Chuo Ward, Tokyo
1,070
0.2%
1,826.80
95.8%
Castalia Shin-Ochanomizu
Chiyoda Ward, Tokyo
914
0.2%
1,308.38
100.0%
Castalia Higashi Nihonbashi II
Chuo Ward, Tokyo
1,370
0.3%
2,117.46
100.0%
Castalia Jinbocho
Chiyoda Ward, Tokyo
1,160
0.2%
1,628.80
100.0%
Castalia Shintomicho III
Chuo Ward, Tokyo
675
0.1%
972.51
95.3%
Castalia Shinjuku Gyoen
Shinjuku Ward, Tokyo
2,720
0.5%
3,594.16
100.0%
Castalia Takanawadai
Minato Ward, Tokyo
860
0.2%
1,147.44
94.6%
Castalia Higashi Nihonbashi III
Chuo Ward, Tokyo
666
0.1%
1,105.20
100.0%
Castalia Shinjuku Gyoen II
Shinjuku Ward, Tokyo
486
0.1%
668.79
96.3%
Castalia Shintomicho IV
Chuo Ward, Tokyo
400
0.1%
681.00
95.0%
Castalia Takanawadai II
Minato Ward, Tokyo
1,190
0.2%
1,567.84
95.1%
Castalia Minami Azabu
Minato Ward, Tokyo
642
0.1%
882.67
94.2%
Castalia Ginza III
Chuo Ward, Tokyo
2,880
0.6%
3,494.42
95.9%
Castalia Kayabacho
Chuo Ward, Tokyo
2,707
0.5%
4,602.95
99.0%
Castalia Takanawa
Minato Ward, Tokyo
7,430
1.5%
10,408.26
96.4%
Castalia Higashi Nihonbashi
Chuo Ward, Tokyo
3,520
0.7%
6,442.28
98.3%
Castalia Shinjuku
Shinjuku Ward, Tokyo
2,950
0.6%
3,150.80
100.0%
Castalia Ichigaya
Shinjuku Ward, Tokyo
940
0.2%
1,546.34
97.4%
Shibaura Island Bloom Tower
Minato Ward, Tokyo
7,580
1.5%
16,849.50
98.3%
Castalia Hatsudai
Shibuya Ward, Tokyo
2,030
0.4%
3,077.05
95.7%
Castalia Hatsudai II
Shibuya Ward, Tokyo
1,900
0.4%
2,339.42
100.0%
Castalia Ebisu
Shibuya Ward, Tokyo
1,420
0.3%
1,659.71
100.0%
Castalia Meguro Kamurozaka
Shinagawa Ward, Tokyo
4,500
0.9%
4,967.97
98.5%
Castalia Toritsudaigaku
Meguro Ward, Tokyo
648
0.1%
863.70
93.8%
Castalia Yukigaya
Ota Ward, Tokyo
1,110
0.2%
1,542.30
98.6%
Castalia Yutenji
Meguro Ward, Tokyo
1,450
0.3%
1,380.35
97.7%
Castalia Otsuka
Toshima Ward, Tokyo
1,480
0.3%
1,871.70
93.2%
Castalia Kikukawa
Sumida Ward, Tokyo
817
0.2%
1,168.18
98.0%
Castalia Meguro
Meguro Ward, Tokyo
844
0.2%
1,414.73
100.0%
Castalia Otsuka II
Toshima Ward, Tokyo
1,040
0.2%
1,784.50
100.0%
Castalia Jiyugaoka
Meguro Ward, Tokyo
1,200
0.2%
1,472.47
95.6%
Castalia Mejiro
Toshima Ward, Tokyo
988
0.2%
1,658.90
96.7%
Castalia Ikebukuro
Toshima Ward, Tokyo
2,570
0.5%
3,644.35
96.9%
Castalia Kaname-cho
Toshima Ward, Tokyo
1,140
0.2%
1,624.06
95.9%
Castalia Tower Shinagawa Seaside
Shinagawa Ward, Tokyo
7,380
1.5%
12,732.35
98.1%
Castalia Yakumo
Meguro Ward, Tokyo
857
0.2%
1,276.91
100.0%
Castalia Togoshiekimae
Shinagawa Ward, Tokyo
1,560
0.3%
2,014.12
100.0%
Castalia Honjo Azumabashi
Sumida Ward, Tokyo
996
0.2%
2,255.88
97.0%
Castalia Kitazawa
Setagaya Ward, Tokyo
742
0.1%
1,220.16
93.0%
Castalia Monzennakacho
Koto Ward, Tokyo
503
0.1%
887.94
100.0%
Castalia Kamiikedai
Ota Ward, Tokyo
198
0.0%
414.45
100.0%
Castalia Morishita
Koto Ward, Tokyo
832
0.2%
1,383.90
93.8%
Castalia Wakabayashi koen
Setagaya Ward, Tokyo
776
0.2%
1,425.43
94.7%
Castalia Asakusabashi
Taito Ward, Tokyo
792
0.2%
1,537.84
89.2%
Castalia Iriya
Taito Ward, Tokyo
546
0.1%
1,415.15
90.9%
Castalia Kita Ueno
Taito Ward, Tokyo
2,641
0.5%
4,197.66
91.7%
Castalia Morishita II
Koto Ward, Tokyo
686
0.1%
1,275.60
97.6%
Castalia Minowa
Taito Ward, Tokyo
1,430
0.3%
2,406.41
93.6%
Castalia Oyamadai
Setagaya Ward, Tokyo
533
0.1%
857.32
95.0%
Castalia Nakano
Nakano Ward, Tokyo
1,060
0.2%
1,613.86
97.2%
Castalia Yoga
Setagaya Ward, Tokyo
923
0.2%
1,472.38
100.0%
Castalia Sumiyoshi
Koto Ward, Tokyo
948
0.2%
1,362.60
100.0%
Type
Property Name
Location
Anticipated
Acquisition Price
(million yen) (Note 1)
Anticipated
Investment Ratio
(Note 2)
Leasable Area
Occupancy Rate
Residential
Castalia Monzennakacho II
Koto Ward, Tokyo
2,160
0.4%
3,038.98
100.0%
Castalia Oshiage
Sumida Ward, Tokyo
1,100
0.2%
1,785.24
100.0%
Castalia Kuramae
Taito Ward, Tokyo
1,260
0.2%
1,994.93
100.0%
Castalia Nakanobu
Shinagawa Ward, Tokyo
1,790
0.4%
2,421.82
98.8%
Royal Parks Toyosu
Koto Ward, Tokyo
7,360
1.5%
18,112.03
100.0%
Castalia Togoshi
Shinagawa Ward, Tokyo
1,770
0.3%
2,629.59
94.9%
Castalia Ooimachi
Shinagawa Ward, Tokyo
1,181
0.2%
1,413.75
100.0%
Castalia Omori
Ota Ward, Tokyo
1,500
0.3%
2,046.36
91.3%
Castalia Mishuku
Setagaya Ward, Toyko
1,900
0.4%
2,640.86
98.0%
Castalia Arakawa
Arakawa Ward, Tokyo
1,660
0.3%
3,797.92
94.5%
Castalia Omori II
Ota Ward, Tokyo
2,370
0.5%
2,818.70
97.1%
Castalia Nakameguro
Meguro Ward, Tokyo
3,800
0.7%
3,166.71
95.5%
Castalia Meguro Chojyamaru
Shinagawa Ward, Tokyo
2,030
0.4%
2,123.77
92.9%
Castalia Meguro Takaban
Meguro Ward, Tokyo
1,750
0.3%
1,961.52
92.9%
Castalia Omori III
Shinagawa Ward, Tokyo
1,520
0.3%
2,004.80
95.4%
Morino Tonari
Shinagawa Ward, Tokyo
1,020
0.2%
1,668.24
93.9%
Castalia Meguro Tairamachi
Meguro Ward, Tokyo
1,165
0.2%
1,278.52
96.7%
Royal Parks SEASIR
Adachi Ward, Tokyo
4,350
0.9%
17,269.74
100.0%
Castalia Honkomagome
Bunkyo Ward, Tokyo
1,520
0.3%
2,224.41
91.4%
Cosmo Heim Musashikosugi
Kawasaki City, Kanagawa
1,674
0.3%
4,208.83
100.0%
Castalia Tsurumi
Yokohama City, Kanagawa
666
0.1%
1,452.09
96.9%
Castalia Funabashi
Funabashi City, Chiba
704
0.1%
1,552.01
100.0%
Castalia Nishi Funabashi
Funabashi City, Chiba
783
0.2%
1,597.32
100.0%
Castalia Maihama
Urayasu City, Chiba
670
0.1%
1,287.72
91.8%
Castalia Ichikawamyoden
Ichikawa City, Chiba
671
0.1%
1,218.00
100.0%
Castalia Urayasu
Ichikawa City, Chiba
592
0.1%
1,074.53
100.0%
Castalia Minamigyotoku
Ichikawa City, Chiba
543
0.1%
1,031.81
93.9%
Castalia Minamigyotoku II
Ichikawa City, Chiba
385
0.1%
724.63
100.0%
Castalia Nogeyama
Yokohama City, Kanagawa
325
0.1%
744.90
100.0%
Castalia Ichikawa
Ichikawa City, Chiba
461
0.1%
876.89
100.0%
Royal Parks Hanakoganei
Kodaira City, Tokyo
5,300
1.0%
18,153.57
100.0%
Castalia Musashikosugi
Kawasaki City, Kanagawa
1,680
0.3%
2,179.80
98.7%
Royal Parks Wakabadai
Inagi City, Tokyo
4,360
0.9%
21,367.93
100.0%
Pacific Royal Court Minatomirai
Urban Tower
Yokohama City, Kanagawa
9,100
1.8%
26,294.49
100.0%
L-Place Shinkoyasu
Yokohama City, Kanagawa
1,720
0.3%
3,009.74
100.0%
Royal Parks Musasikosugi
Kawasaki City, Kanagawa
1,060
0.2%
3,808.97
100.0%
Castalia Shinsakae
Nagoya City, Aichi
1,920
0.4%
3,548.48
95.0%
Aprile Tarumi
Kobe City, Hyogo
1,340
0.3%
6,545.25
100.0%
Crest Kusatsu
Kusatsu City, Shiga
3,004
0.6%
13,452.80
49.2%
Castalia Sakaisuji Honmachi
Osaka City, Osaka
1,490
0.3%
3,471.39
95.8%
Castalia Shin-Umeda
Osaka City, Osaka
1,376
0.3%
3,279.90
97.7%
Castalia Abeno
Osaka City, Osaka
4,368
0.9%
10,920.75
95.8%
Castalia Sakae
Nagoya City, Aichi
1,010
0.2%
2,836.00
96.0%
Castalia Nipponbashi Kouzu
Osaka City, Osaka
3,570
0.7%
9,334.47
98.3%
Castalia Maruyama Urasando
Sapporo City, Hokkaido
411
0.1%
1,522.89
100.0%
Castalia Maruyama Omotesando
Sapporo City, Hokkaido
1,740
0.3%
6,100.31
93.1%
Castalia Higashi Hie
Fukuoka City, Fukuoka
960
0.2%
3,061.60
95.6%
Castalia Tower Nagahoribashi
Osaka City, Osaka
3,400
0.7%
8,747.40
99.4%
Castalia Sannomiya
Kobe City, Hyogo
1,230
0.2%
3,071.60
98.3%
Castalia Kotodaikoen
Sendai City, Miyagi
481
0.1%
1,684.10
100.0%
Castalia Ichibancho
Sendai City, Miyagi
783
0.2%
2,800.32
100.0%
Castalia Omachi
Sendai City, Miyagi
656
0.1%
2,149.08
98.6%
Castalia Uemachidai
Osaka City, Osaka
2,190
0.4%
5,415.39
98.4%
Property portfolio of the Merged REIT after Anticipated Acquisitions
Type
Property Name
Location
Anticipated
Acquisition Price
(million yen) (Note 1)
Anticipated
Investment Ratio
(Note 2)
Leasable Area
Occupancy Rate
Residential
Castalia Tower Higobashi
Osaka City, Osaka
2,670
0.5%
6,230.20
96.4%
Big Tower Minami Sanjo
Sapporo City, Hokkaido
1,740
0.3%
8,661.19
98.5%
Castalia Fushimi
Nagoya City, Aichi
2,260
0.4%
7,022.69
95.7%
Castalia Meieki Minami
Nagoya City, Aichi
720
0.1%
1,822.10
94.2%
Castalia Yakuin
Fukuoka City, Fukuoka
930
0.2%
2,784.83
97.0%
Castalia Mibu
Koyto City, Kyoto
1,193
0.2%
2,828.39
95.0%
Castalia Tsutsujigaoka
Sendai City, Miyagi
1,208
0.2%
4,471.11
100.0%
Castalia Ohori Bay Tower
Fukuoka City, Fukuoka
2,910
0.6%
11,089.75
73.5%
Royal Parks Namba
Osaka City, Osaka
2,830
0.6%
10,354.15
100.0%
Castalia Shigahondori
Nagoya City, Aichi
1,730
0.3%
5,086.69
98.3%
Castalia Kyoto Nishioji
Kyoto City, Kyoto
973
0.2%
2,035.37
91.5%
Commercial
ACROSSMALL Shinkamagaya
Kamagaya City, Chiba
7,640
1.5%
41,742.84
100.0%
FOLEO Hirakata
Hirakata City, Osaka
4,580
0.9%
16,380.78
100.0%
QiZ GATE URAWA
Saitama City, Saitama
4,740
0.9%
9,705.31
98.1%
UNICUS Takasaki
Takasaki City, Gunma
2,950
0.6%
9,277.08
100.0%
ACROSSPLAZA Miyoshi (land)
Iruma District, Saitama
3,710
0.7%
24,018.00
100.0%
DREAM TOWN ALi
Aomori City, Aomori
8,100
1.6%
22,196.81
98.7%
LIFE Sagamihara Wakamatsu
Sagamihara City, Kanagawa
1,640
0.3%
2,973.44
100.0%
FOLEO Sendai Miyanomori
Sendai City, Miyagi
6,840
1.3%
19,845.72
100.0%
ACROSSPLAZA Inazawa (land)
Inazawa City, Aichi
2,380
0.5%
31,981.70
100.0%
Other
Urban Living Inage
Chiba City, Chiba
930
0.2%
4,177.52
100.0%
Aburatsubo Marina HILLS
Miura City, Kanagawa
1,100
0.2%
3,901.14
100.0%
Total
-
489,677
96.6%
1,508,794.53
98.6%
Anticipated Acquisitions
Type
Property Name
Location
Anticipated
Acquisition Price
(million yen) (Note 1)
Anticipated
Investment Ratio
(Note 2)
Leasable Area
Occupancy Rate
Logistics
D Project Hibiki Nada
Kitakyushu City,Fukuoka
2,080
0.4%
23,933.75
100.0%
D Project Morioka II
Takizawa City, Iwate
1,280
0.3%
4,481.00
100.0%
Residential
Castalia Ningyocho III
Chuo Ward, Tokyo
2,000
0.4%
2,897.06
99.0%
Royal Parks Umejima
Adachi Ward, Tokyo
2,020
0.4%
6,828.78
100.0%
Commercial
Sports Depo and GOLF5
Kokurahigashi IC Store
Kitakyushu City, Fukuoka
2,230
0.4%
8,899.89
100.0%
Other
Naha Shin-Toshin Center Building
(Daiwa Roynet Hotel Naha- Omoromachi)
Naha City, Okinawa
7,600
1.5%
(Note3)
26,959.99
100.0%
Total of Anticipated Acquisitions
-
17,210
3.4%
74,000.47
100.0%
Portfolio after the Anticipated Acquisitions (As of September 28, 2016)
Type | Number of Properties | Anticipated Acquisition Price (million yen) (Note 1) | Anticipated Investment Ratio (Note 2) | Leasable Area | Occupancy Rate |
Logistics | 34 | 194,108 | 38.3% | 853,152.44 | 100.0% |
Residential | 142 | 258,339 | 51.0% | 507,582.34 | 96.0% |
Commercial | 10 | 44,810 | 8.8% | 187,021.57 | 99.7% |
Other | 3 | 9,630 | 1.9% | 35,038.65 | 100.0% |
Total of Portfolio after the Anticipated Acquisitions | 189 | 506,887 | 100.0% | 1,582,795.00 | 98.7% |
(Note 1) Anticipated Acquisition Price is based on acquisition price for Daiwa House Residential's assets and appraisal value as of February 29, 2016 for Daiwa House REIT's assets. The figures are the anticipated acquisition prices for the anticipated acquisitions. Digits below JPY million have been truncated.
(Note 2) Anticipated Investment Ratio indicates the ratio of the anticipated acquisition price of each asset and has been rounded to the nearest tenth.
(Note 3) The figure of the entire property is shown regarding the leasable area of Naha Shin-Toshin Center Building
(Daiwa Roynet Hotel Naha-Omoromachi)
29
Overview of the existing REITs
Name | Daiwa House Residential Investment Corporation | Daiwa House REIT Investment Corporation |
Representative (Executive Director) | Jiro Kawanishi | Masazumi Kakei |
Supervisory Director | Tetsuya Iwasaki Hiroshi Ishikawa | Shuichi Sasaki Tatsuro Sasaki |
Ticker code | 8984 | 3263 |
Listing date | March 22, 2006 | November 28, 2012 |
Fiscal period | February and August | February and August |
Total number of units issued | 747,740 | 350,700 |
Total unitholders' capital | 61,703 mil yen | 105,459 mil yen |
Asset Manager | Daiwa House Asset Management Co., Ltd. | Daiwa House REIT Management Co., Ltd. |
Asset custodian | Sumitomo Mitsui Trust Bank, Limited | Sumitomo Mitsui Trust Bank, Limited |
Transfer agent | Sumitomo Mitsui Trust Bank, Limited | Sumitomo Mitsui Trust Bank, Limited |
Accounting administrator | Sumitomo Mitsui Trust Bank, Limited | Sumitomo Mitsui Trust Bank, Limited |
Administrator for investment corporation bonds | Sumitomo Mitsui Trust Bank, Limited | The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
(Note) Data regarding the total number of investment units issued and the total unitholders' capital is presented, as of the period ended Feb. 2016.
Disclaimer
This document is provided for information purposes only and is not intended as a solicitation to invest or a recommendation to trade in a specific security. Please contact a financial product brokerage company if you are interested in purchasing the investment units of Daiwa House Residential Investment Corporation ("DHI") and Daiwa House REIT Investment Corporation ("DHR") .
This document is not a disclosure document or investment report required under and made in accordance with the Financial Instruments and Exchange Act, the Act on Investment Trusts and Investment Corporations and related cabinet orders and cabinet office ordinances, or under the Tokyo Stock Exchange's securities listing rules or any other related rules.
The contents of this document include forward-looking statements based on certain assumptions and judgments using information currently available to DHI and DHR. These forward-looking statements are not a guarantee of DHI's or DHR's future results, business performance and financial position.
DHI and DHR endeavor to ensure the contents of this document are as accurate as possible. However, DHI and DHR cannot guarantee the accuracy, reliability, adequacy or the accessibility of the information herein. DHI and DHR reserve the right to change or delete information without prior notice.
Duplication or reproduction of any item presented as information herein without the prior consent of DHI and DHR is strictly prohibited.
Daiwa House Residential Investment Corporation issued this content on 18 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 April 2016 08:20:12 UTC
Original Document: http://www.daiwahouse-resi-reit.co.jp/file/en-ir_news-17940c7ee1aead11a0fe203bd1ccfbd8f2104e1d.pdf