JAPAN HOTEL REIT INVESTMENT CORPORATION
August 26, 2015
REIT Issuer:
Japan Hotel REIT Investment Corporation (TSE code: 8985) Yukio Isa, Executive Director
Asset Management Company:
Japan Hotel REIT Advisors Co., Ltd.
Hisashi Furukawa, Representative Director and President
Contact:
Makoto Hanamura
General Manager
Investor Relations Department, Operations Division
TEL: +81-3-6422-0530
Notice Concerning Change of Specified Related Party
Japan Hotel REIT Investment Corporation (hereinafter called "JHR") informs you that Japan Hotel REIT Advisors Co., Ltd. (hereinafter called "JHRA"), which JHR entrusts investment management to, received notice of a change in the specified related party to take place on August 28, 2015.
1. Cause of change
Real Estate Capital Asia Partners III L.P. (hereinafter called "RECAP III") is deemed as a "specified related party" since RECAP III holds 66.9% of outstanding shares of Rockrise Sdn Bhd (hereinafter called "Rockrise") which holds 87.6% of outstanding shares of JHRA. JHRA received notice that RECAP III will transfer all shares of Rockrise to SC J-Holdings Pte. Ltd. (hereinafter called "SC J-Holdings") on August 28, 2015. Following the transaction, RECAP III will not be a "specified related party" any longer. Instead SC J-Holdings will become a "specified related party" after the transaction.
SC J-Holdings will also acquire other outstanding shares of Rockrise from another RECAP Group(*) entity, Real Estate Capital Asia Partners II L.P., and will hold 100% of outstanding shares of Rockrise after the transfer. Moreover, SC J-Holdings will acquire 100% outstanding shares of Symphony Luck Sdn Bhd, which holds 100% of outstanding shares of Hotel Management Japan KK (hereinafter called "HMJ"), a tenant and "specified related party" of JHR. Thus, SC J-Holdings will indirectly hold 100% outstanding shares of HMJ.
SC J-Holdings is a special purpose company established for the purpose of investment holding, which is part of the RECAP Group, our main sponsor. JHRA was informed that the above series of share transfers are structured as corporate reorganizations within the RECAP Group and will not result in any impact on support and other relations between RECAP Group and JHR or JHRA.
(*Note) RECAP group is a group of funds and asset management companies, etc., which invests in various types of real estate across Asia-Pacific region. RECAP group has raised over US$1.8 billion from worldwide investors since 2004.
2. Scheduled date of transfer
August 28, 2015
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3. Description of the parent company and the specified related party after the transfer
SC J-Holdings (new parent company and specified related party)
Name | SC J-Holdings Pte. Ltd. | |
Address | 2 Nassim Rd., Singapore 258370 | |
Representative | Suchad Chiaranussati, Chairman Chua Keng Kim, Director | |
Paid-in capital | 1 Singapore Dollar | |
Date of establishment | May 8, 2013 | |
Major shareholders, Ratio of share | N/A * | |
Relation with JHR or JHRA | Capital relationship | A related company of SC J-Holdings owns 0.23% of outstanding JHR units. SC J-Holdings will own 100% outstanding shares of Rockrise which owns 87.6% outstanding shares of JHRA after the transaction. |
Relation with JHR or JHRA | Human relationship | Chua Keng Kim, director of SC J-Holdings and Suchad Chiaranussati, shareholder and chairman of SC J-Holdings are both part-time directors of JHRA. |
Relation with JHR or JHRA | Business relationship | Both HMJ and Lagoon resort Nago Co., Ltd. are related companies of SC J-Holdings and tenants of JHR. Moreover, HMJ is a specified related party of JHR |
(*Note) Consent of disclosure was not obtained.
4. Description of the entity no longer applicable to the parent entity and the specified related party after the transfer
RECAPⅢ
Name | Real Estate Capital Asia Partners III L.P. (RECAP III) |
Address | c/o Maples Corporate Services Limited P.O. Box 309GT, Ugland House, Grand Cayman, KY1-1104, Cayman Islands |
Basis laws | Cayman Islands |
Nature of business | Investment holding |
Date of establishment | March 1, 2011 |
Total amount of investment | N/A * |
Investors, Ratio of capital contribution, Description of investors | N/A * |
General partner | Name: SCG Capital Partners III Limited Address: Cayman Islands Representative: Suchad Chiaranussati, Chairman Nature of Business: Management of real estate related investment |
Asset manager | Name: SC Capital Partners Pte. Ltd. Address: Singapore Representative: Suchad Chiaranussati, Chairman |
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Nature of Business: Investment management | ||
Relation with JHR or JHRA | Capital relationship | RECAP III indirectly owns 0.23% of outstanding JHR units. RECAP III owns 66.9% outstanding shares of Rockrise, which owns 87.6% outstanding shares of JHRA. After the sale, RECAP III will have no capital relationship with JHRA. |
Relation with JHR or JHRA | Human relationship | Suchad Chiaranussati, chairman of general partner and asset manager, and Ian George Winston Lien, director of asset manager are part-time directors of JHRA. |
Relation with JHR or JHRA | Business relationship | HMJ and Lagoon resort Nago Co., Ltd., both indirectly held by RECAP III, are tenants of JHR. Moreover, HMJ is a specified related party of JHR. |
(*Note) Consent of disclosure was not obtained.
5. Number of shares (voting rights) owned by the parent companies of JHRA and ratios to the voting rights of entire shareholders
(1) Rockrise
Category | Number of voting rights (Ownership ratios of voting rights) | Ranking among major shareholders | |||
Category | Direct ownership | Indirect ownership | Total | Ranking among major shareholders | |
Before transfer | Parent Company | 12,700 (87.6％) | 0 (0.0％) | 12,700 (87.6％) | First |
After transfer | Parent Company | 12,700 (87.6％) | 0 (0.0％) | 12,700 (87.6％) | First |
(2) SC J-Holdings
Category | Number of voting rights (Ownership ratios of voting rights) | Ranking among major shareholders | |||
Category | Direct ownership | Indirect ownership | Total | Ranking among major shareholders | |
Before transfer | Parent Company | 0 (0.0％) | 0 (0.0％) | 0 (0.0％) | N/A |
After transfer | Parent Company | 0 (0.0％) | 12,700 (87.6％) | 12,700 (87.6％) | N/A |
(*Note) Number of shares excluded from total number of outstanding
shares because of no voting rights 0
Total number of outstanding shares as of August 26, 2015 14,500
6. Future Prospects
(1) Changes to asset management agreement conducted by JHR No change is planned as of today
(2) Changes to organizational structure of asset management company (JHRA) No change is planned as of today
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(3) Changes to decision-making mechanism in asset management company (JHRA) No change is planned as of today
(4) Changes to rules related to compliance or parties with conflict of interest
No change is planned as of today
(5) Changes to investment policy
No change is planned as of today
(6) Changes to agreements etc. with sponsors, etc.
No change is planned as of today
(7) Prospects on continuation of listing by JHR JHR will remain listed
(8) Future policy
JHR will make prompt announcements when any events about the business implementation of JHR and JHRA with regard to these matters should be disclosed.
* Website of Japan Hotel REIT Investment Corporation: http://www.jhrth.co.jp/en/
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