This translation of the original Japanese notice is provided solely for information purposes. Should there be any discrepancy between this translation and the Japanese original, the latter shall prevail.
REIT Issuer: Daiwa Office Investment Corporation (Stock Code No.: 8976) Representative: Kazuo Otaka, Executive Director
Asset Manager: Daiwa Real Estate Asset Management Co., Ltd. Representative: Akira Yamanouchi, President and Representative Director Inquiries to: Yuji Shinotsuka, Vice President and Representative Director (Tel: +81-3-6215-9649)
March 5, 2012
Notice Regarding additional acquisition of the investment units by Daiwa PI Partners Co. Ltd. and becoming a consolidated subsidiary of Daiwa Securities Group Inc.
As announced "Notice Regarding additional acquisition of the
investment units of Daiwa Office Investment Corporation by
Daiwa PI Partners Co. Ltd. from K.K. Columbus as a result of
the foreclosure of the security interest" dated February 21,
2012, Daiwa PI Partners Co. Ltd. ("Daiwa PIP"), a related
party (*1) of Daiwa Real Estate Asset Management Co.,
Ltd.("DREAM") to which Daiwa Office Investment Corporation
("DOI") entrusts its asset management operations, foreclosed
the security interest pursuant to the a loan agreement (the
"Agreement") with K.K. Columbus ("Columbus") and acquired
52,500 investment units (13.26% of the total issued and
outstanding investment units) of DOI held by Columbus on
February 21, 2012. Additionally Daiwa PIP acquired 15,000
investment units (3.79% of the total issued and outstanding
investment units) of DOI from Columbus on February 28,
2012, and Daiwa PIP is going to acquire 1,405 investment
units (0.35% of the total issued and outstanding investment
units) of DOI from Columbus on March 6, 2012.
DOI received notification from Daiwa PIP that as a result,
Daiwa PIP is going to acquire 16,405 investment units in
total (4.14% of the total issued and outstanding investment
units) from Columbus (the "Additional Acquisition").
In addition, DOI also received notification from Daiwa
Securities Group Inc. ("DSGI") that, in accordance with the
"effective control standards" of the accounting standards,
DOI is expected to be treated as a consolidated subsidiary of
DSGI in its consolidated financial statements.
*1 Daiwa PIP is a consolidated subsidiary of DSGI that is the parent company of DREAM.
1. Number of investment units acquired and Investor Composition before and after the
Acquisition
(Before the Additional Acquisition)
DSGI | Daiwa PIP | Columbus | |
1. Number of investment units held | 51,893 units | 112,500 units | 16,405 units |
2. Investment-holding ratio against the total outstanding investment units | 13.11 % | 28.42 % | 4.14 % |
3. Rank among investment unit holders | 3rd | 1st | 6th |
According to the release announced on February 21, 2012
Note: This press release was prepared as a public announcement regarding the additional acquisition and becoming a consolidated subsidiary of DSGI and was not prepared with the aim of soliciting investments.
(After the Additional Acquisition (Planned))
DSGI | Daiwa PIP | Columbus | |
1. Number of investment units held | 51,893 units | 128,905 units | 0 unit |
2. Investment-holding ratio against the total outstanding investment units | 13.11% | 32.57% | 0.00% |
3. Rank among investment unit holders | 3rd | 1st | - |
The total number of the investment units held by DSGI and Daiwa PIP is expected to be 180,798 units (45.68% of the total outstanding investment units).
DOI received notification from DSGI that even though the aggregate number of investment units of DOI held by DSGI and Daiwa PIP will be 180,798 (45.68% of the total outstanding investment units), DOI is expected to be treated as a consolidated subsidiary of DSGI in its consolidated financial statements in accordance with the "effective control standards" of the accounting standards.
2. Date of Acquisitions
February 28, 2012 and March 6, 2012 (planned)
3. Prospects
We believe that the Additional Acquisition will have no
effect on our operating structure and earnings. Additionally
we believe that the Additional Acquisition will not affect
the conduit status of DOI for taxation purposes the
requirements for which are stipulated under Article 67-15 of
the Act on Special Measures Concerning Taxation (the "Act"),
because the aggregate investment-holding ratio in DOI held by
DSGI and Daiwa PIP (and those who have special relationships
defined in Paragraph 5, Article 39-32-3 of the Enforcement
Order for the Act with either of DSGI or Daiwa
PIP) after the Additional Acquisition is not going to exceed
50%. And then DOI received notification from DSGI that the
aggregate investment-holding ratio in DOI held by DSGI and
Daiwa PIP will not exceed 50% at present.
Please also refer to "Notice regarding additional acquisition
of the investment units of Daiwa Office Investment
Corporation and expected consolidation as a consolidated
subsidiary" dated March 5, 2012 released by DSGI and Daiwa
PIP.
-End-
Note: This press release was prepared as a public announcement regarding the additional acquisition and becoming a consolidated subsidiary of DSGI and was not prepared with the aim of soliciting investments.
(Reference)
Corporate Profile of DSDI(as of March 5, 2012)
1. Company Name | Daiwa Securities Group Inc. | |
2. Address | GranTokyo North Tower 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan | |
3. Title and Name of Representative | President and CEO, Takashi Hibino | |
4. Description of Business | Investment / Finacial Services Business mainly through Securities-related Business | |
5. Amount of Capital | JPY 247.3 Billion (as of the end of September 2011) | |
6. Relationships between DOI and DSGI, and DREAM and DSGI | Capital Relationship: | DSGI holds 51,893 investment units of DOI. Furthermore, DSGI holds whole shares of DREAM. |
6. Relationships between DOI and DSGI, and DREAM and DSGI | Personal Relationship: | There is no personal relationship between DSGI and DOI. On the other hand, some executives and employees of DSGI have been also appointed as directors of DREAM. |
6. Relationships between DOI and DSGI, and DREAM and DSGI | Business Relationship: | DSGI holds First Series Unsecured Subordinated Investment Corporation Bonds with Early Redemption Clause (limited to Qualified Institutional Investors), and receives interests on this subordinated bonds. Moreover, DSGI has entered into a sponsor support agreement with DREAM. |
6. Relationships between DOI and DSGI, and DREAM and DSGI | Status as a Related Party: | DOI has been an equity method affiliate of DSGI, and will become a consolidated subsidiary of DSGI from the fourth quarter of FY 2011. In addition, DSGI falls under the definition of "Interested Person, etc." under the Act on Investment Trusts and Investment Corporations. |
Note: This press release was prepared as a public announcement regarding the additional acquisition and becoming a consolidated subsidiary of DSGI and was not prepared with the aim of soliciting investments.