Notice Concerning Changes in Parent Company and Specified Associated Corporation at the Asset Manager
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- Elinor Ellis
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1 To all concerned parties: [Translation for reference purposes only] August 21, 2018 Real Estate Investment Trust Securities Issuer: Ooedo Onsen Reit Investment Corporation Representative: Fuminori Imanishi, Executive Director (Securities Code: 3472) Asset Manager: Ooedo Onsen Asset Management Co., Ltd. Representative: Fuminori Imanishi, Chief Executive Officer Inquiries: Tomohiro Honda, Chief Financial Officer (TEL: ) Notice Concerning Changes in Parent Company and Specified Associated Corporation at the Asset Manager Ooedo Onsen Reit Investment Corporation (the Investment Corporation ) announces that there will be s in parent company and specified corporation of the company to which the Investment Corporation entrusts the management of its assets, Ooedo Onsen Asset Management Co., Ltd. (the Asset Manager ). Details are as follows. 1. Background to the s Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. (previously K.K. BCJ-30), K.K. Ooedo Onsen Holdings Japan and Ooedo-Onsen Monogatari Group Co., Ltd. which are the parent companies of the Asset Manager, plan to conduct (1) an absorption-type merger in which Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. will be the surviving company and K.K. Ooedo Onsen Holdings Japan will be the absorbed company and (2) an absorption-type merger in which Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. will be the surviving company and Ooedo-Onsen Monogatari Group Co., Ltd. will be the absorbed company, with September 1, 2018 as the effective dates respectively (hereafter the two absorption-type mergers are referred to collectively as the Absorption-Type Mergers ). As a result, although Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. will continue to fall under the category of parent company and specified corporation of the Asset Manager, K.K. Ooedo Onsen Holdings Japan and Ooedo-Onsen Monogatari Group Co., Ltd. will no longer fall under the category of parent company and specified corporation of the Asset Manager. There will be no s to the current full-time management team of the Asset Manager or to the investment/management policies, etc. of the Investment Corporation even after such s in the parent companies and specified corporations of the Asset Manager. 1
2 2. Overview of parent company and specified corporation after the s Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. (company which will continue to fall under the category of parent company and specified corporation of the Asset Manager) 1 Name : Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. 2 Address 3 Representative 4 Business details : 1-9-4, Nihonbashi-honmachi, Chuo-ku, Tokyo : Mitsumasa Morita, Representative Director : Management of inns and hotels, etc. 5 Capital : 12,855 million yen (as of February 28, 2018) 6 Date of incorporation : December 5, Net assets 8 Total assets 9 Major shareholder; shareholding ratio : 24,925 million yen : 66,899 million yen : K.K. BCJ-29: (as of February 28, 2018) 10 Relationship between the investment corporation or the asset manager and the company Capital relationship Personnel relationship Transactional relationship : There is no capital relationship to report between the Investment Corporation and the company as of today. The company falls under the category of parent company and specified corporation of the Asset Manager as of today and will continue to fall under the category of parent company and specified corporation of the Asset Manager even after the Absorption-Type Mergers. : There is no personnel relationship to report between the Investment Corporation or the Asset Manager and the company as of today. : There is no transactional relationship to report between the Investment Corporation or the Asset Manager and the company as of today. As a result of the Absorption-Type Mergers, the company will succeed to the status of sponsor based on the sponsor support agreement concluded by Ooedo-Onsen Monogatari Group Co., Ltd. with the Investment Corporation and the Asset Manager as well as to the status of MLPM company based on the fixed-term building lease agreement with conditions precedent and building management service agreement (the MLPM Agreement ) for certain onsen and spa-related facilities owned by the Investment Corporation. For details, please refer to Notice Concerning Succession of Lease of Assets under Management and Sponsor Support Agreement announced today. K.K. Ooedo Onsen Holdings Japan (company will no longer fall under the category of parent company and specified corporation of the Asset Manager) 1 Name : K.K. Ooedo Onsen Holdings Japan 2 Address 3 Representative 4 Business details : 1-1-1, Marunouchi, Chiyoda-ku, Tokyo : Yuji Sugimoto, Representative Director : Owning shares and equities of companies 5 Capital : 100 million yen (as of February 28, 2018) 6 Date of incorporation : September 25, Net assets 8 Total assets 9 Major shareholder; shareholding ratio : 56 million yen : 57 million yen : Ooedo Onsen Monogatari Hotels & Resorts Co., Ltd.: (as of February 28, 2018) 2
3 10 Relationship between the investment corporation or the asset manager and the company Capital relationship Personnel relationship Transactional relationship : There is no capital relationship to report between the Investment Corporation and the company as of today. The company falls under the category of parent company and specified corporation of the Asset Manager as of today but will no longer fall under the category of parent company and specified corporation of the Asset Manager as a result of the Absorption-Type Mergers. : There is no personnel relationship to report between the Investment Corporation or the Asset Manager and the company as of today. : There is no transactional relationship to report between the Investment Corporation or the Asset Manager and the company as of today. Ooedo-Onsen Monogatari Group Co., Ltd. (company will no longer fall under the category of parent company and specified corporation of the Asset Manager) 1 Name : Ooedo-Onsen Monogatari Group Co., Ltd. 2 Address 3 Representative 4 Business details : 1-9-4, Nihonbashi-honmachi, Chuo-ku, Tokyo : Mitsumasa Morita, Representative Director : Management of inns and hotels, etc. 5 Capital : 18 million yen (as of February 28, 2018) 6 Date of incorporation : June 29, Net assets 8 Total assets 9 Major shareholder; shareholding ratio : 7,245 million yen : 21,660 million yen : K.K. Ooedo Onsen Holdings Japan: (as of February 28, 2018) 10 Relationship between the investment corporation or the asset manager and the company Capital relationship Personnel relationship Transactional relationship : There is no capital relationship to report between the Investment Corporation and the company as of today. The company falls under the category of parent company and specified corporation of the Asset Manager as of today but will no longer fall under the category of parent company and specified corporation of the Asset Manager as a result of the Absorption-Type Mergers. : There is no personnel relationship to report between the Investment Corporation or the Asset Manager and the shareholder as of today. : As of today, the Investment Corporation and the Asset Manager have concluded a sponsor support agreement and have also concluded an MLPM agreement concerning certain onsen and spa-related facilities owned by the Investment Corporation. As a result of the Absorption-Type Mergers, Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. will succeed to the status as sponsor based on the sponsor support agreement and the status as MLPM company based on the abovementioned MLPM agreement. 3. Date of the s September 1, 2018 (Planned) 3
4 4. Number of shares (voting rights) held by the said shareholder and the ratio to total number of voting rights Ooedo-Onsen Monogatari Hotel & Resorts Co., Ltd. Number of voting rights (Voting rights holding ratio) Attribute Subject for Directly held Total totaling Before After K.K. Ooedo Onsen Holdings Japan Before After Attribute Number of voting rights (Voting rights holding ratio) Subject for Directly held Total totaling Major shareholder ranking Major shareholder ranking Not applicable Ooedo-Onsen Monogatari Group Co., Ltd. Number of voting rights (Voting rights holding ratio) Attribute Subject for Directly held Total totaling Before After Major shareholder ranking Not applicable 5. Future outlook (1) Change in the Investment Corporation s asset management agreement No is planned. (2) Change in structure of the Asset Manager No is planned. (3) Change in investment management decision-making structure No is planned. (4) Change in rules concerning compliance, related-parties, etc. No is planned. (5) Change in investment policy No is planned. (6) Change in agreements with sponsors, etc. After the s, through the Absorption-Type Mergers, Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. will succeed to the status of sponsor based on the sponsor support agreement dated November 1, 2017 concluded between the Investment Corporation, the Asset Manager, Ooedo-Onsen Monogatari Co., Ltd. and 4
5 Ooedo-Onsen Monogatari Group Co., Ltd. as well as to the status of MLPM company based on the MLPM Agreement for certain onsen and spa-related facilities owned by the Investment Corporation. (7) Continuation of the Investment Corporation s listing The Investment Corporation plans to remain listed. (8) Future policy, etc. In the event that matters to be disclosed concerning execution of operation of the Investment Corporation and the Asset Manager arise, such will be promptly announced. Required procedures will be completed in regard to the pursuant to the Financial Instruments and Ex Act and other related laws and regulations. * Ooedo Onsen Reit Investment Corporation s website is: 5
6 <Reference> Capital Relationship Regarding Parent Companies of the Asset Manager and Specified Associated Corporations of the Investment Corporation Before Bain Capital Investors, LLC General Partner Bain Capital Spring Cayman Holdings, L.P. Bain Capital Spring Hong Kong Limited K.K. BCJ-29 Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. (previously K.K. BCJ-30) K.K. Ooedo Onsen Holdings Japan Ooedo-Onsen Monogatari Group Co., Ltd. Ooedo-Onsen Monogatari Co., Ltd. Ooedo Onsen Asset Management Co., Ltd. (the Asset Manager) 6
7 After Bain Capital Investors, LLC General Partner Bain Capital Spring Cayman Holdings, L.P. Bain Capital Spring Hong Kong Limited K.K. BCJ-29 Ooedo-Onsen Monogatari Hotels & Resorts Co., Ltd. Ooedo-Onsen Monogatari Co., Ltd. Ooedo Onsen Asset Management Co., Ltd. (the Asset Manager) 7
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