For Translation Purposes Only

August 30, 2021

For Immediate Release

Issuer of real estate investment trust securities: Invesco Office J-REIT, Inc.

6-10-1, Roppongi, Minato-ku Tokyo

Ryukichi Nakata, Executive Director

(TSE code: 3298)

Asset Management Company:

Invesco Global Real Estate Asia Pacific, Inc. Yasuyuki Tsuji, Representative in Japan

Inquiries: Hiroto Kai, Head of Portfolio Management Department TEL. +81-3-6447-3395

Notice Concerning Consolidation of the Investment Unitsand Partial Amendments to the Articles of Incorporation

Invesco Office J-REIT, Inc. (hereinafter referred to as the "Investment Corporation") announces that the board of directors of the Investment Corporation today resolved that the consolidation of the investment units and the partial amendments to the Articles of Incorporation will be proposed at the sixth general meeting of unitholders of the Investment Corporation (hereinafter referred to as the "General Meeting of Unitholders") scheduled for October 8, 2021 as set forth below. The items described below will become effective upon the approval by the General Meeting of Unitholders.

In case that the consolidation of the investment units is implemented, the investment units of the Investment Corporation will meet the Criteria for Delisting of Tokyo Stock Exchange Inc. (hereinafter referred to as the "Tokyo Stock Exchange"). As a result, the investment units of the Investment Corporation are expected to be designated as delisted company from October 8, 2021 to November 9, 2021 and to be delisted on November 10, 2021. Please note that the investment units of the Investment Corporation cannot trade in the J-REIT market of the Tokyo Stock Exchange after the delisting.

1. Consolidation of the Investment Units

(1) Purposes for the Consolidation of the Investment Units

As the Investment Corporation stated in "Notice concerning the Result of Tender Offer for Investment Units of Invesco Office J-REIT (TSE code: 3298) by IRE IOJ Godo Kaisha and MAR IOJ Godo Kaisha" dated July 28, 2021 (hereinafter referred to as the "Notice of Tender Offer Result"), IRE IOJ Godo Kaisha and MAR IOJ Godo Kaisha (hereinafter collectively or individually referred to as the "Tender Offeror(s)") conducted a tender offer (hereinafter referred to as the "Tender Offer") for the investment units of the Investment Corporation with the tender offer period from June 18, 2021 to July 27, 2021 (hereinafter referred to as the "Tender Offer Period"). As a result of the Tender Offer, as of August 3, 2021 (the commencement date of settlement for the Tender Offer), the Tender Offerors own, in total, 5,727,676 units of the Investment Corporation (voting rights ownership ratio (Note 1): 65.07%).

(Note 1) "Voting rights ownership ratio" is calculated by using the number of voting rights (8,802,650) pertaining to the total number of the issued and outstanding investment units of the Investment Corporation as of today (8,802,650 units) as the denominator, and rounded to two decimal places.

As stated in "Notice concerning the Statement of Opinion (Support) on Tender Offer by Invesco Group" (as amended, hereinafter referred to as the "Notice of Statement of Opinion") announced by the Investment Corporation dated June 17, 2021, on April 2, 2021, Starwood Capital Japan Corporation suddenly and unilaterally announced that the investment vehicles (Note 2) (hereinafter collectively referred to as the "Starwood") formed, managed, and operated by investment funds belonging to the

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Starwood Capital Group planned to conduct a tender offer for the Investment Corporation without any notice with the Investment Corporation, and then, on April 7, 2021, Starwood commenced the tender offer for the investment units of the Investment Corporation (hereinafter referred to as the "Starwood Tender Offer"). In response to the announcement of the Starwood Tender Offer, the Investment Corporation had sought to collect information on the Starwood Tender Offer and Starwood in order to express its opinion on the Starwood Tender Offer immediately, and has carefully evaluated and examined the Starwood Tender Offer.

(Note 2) Collectively and individually, 101 Investment Limited Partnership, SDSS Investco Limited, SDSS K Investco Limited, SSF U.S. Investco S, L.P., SSF U.S. Investco C, L.P., and SOF-11 International Investco Limited.

In order to prevent arbitrary decisions by the Board of Directors of the Investment Corporation and to ensure its fairness and transparency, Invest Corporation has decided to establish the special committee comprised entirely of three (3) members: Mr. Kohei Yoshida, Ms. Hiroko Nihei, and Ms. Rina Sumino, who are the supervisory directors of the Investment Corporation and ensured to be independent from Invesco Global Real Estate Asia Pacific, Inc., an asset management company of the Investment Corporation (hereinafter referred to as the "Asset Management Company"), and who are independent from Starwood (hereinafter referred to as the "Special Committee"), and make decisions based on the opinion of the Special Committee. In addition, the Investment Corporation has appointed Nomura Securities Co., Ltd. and SMBC Nikko Securities Co., Ltd. as financial advisors independent from the Investment Corporation, the Asset Management Company and Starwood, and Nishimura & Asahi and Nagashima Ohno & Tsunematsu as legal advisors, respectively, to ensure fairness and appropriateness of the decision-making process in evaluating and examining the Starwood Tender Offer. Based on the advice of these external advisors, the Investment Corporation had carefully evaluated and examined the Starwood Tender Offer.

Based on such evaluation and examination, the Investment Corporation, on May 6, 2021, expressed its opposition to the Starwood Tender Offer since (i) the price of the Starwood Tender Offer was insufficient in light of the value of the Investment Units, (ii) there were doubts about the aims of the Starwood Tender Offer and the privatization of the Investment Corporation asserted by Starwood, rather, there was high possibility that the Starwood Tender Offer would impair the value of the Investment Corporation and the common interests of the unitholders, and (iii) the Starwood Tender Offer was implemented in a coercive manner and undermines the will of the unitholders. (Please refer to "Notice concerning the Statement of Opinion (Opposition) on Tender Offer by Starwood Capital Group" announced on May 6, 2021.)

Subsequently, Starwood filed the amendment to the tender offer statement dated May 10, 2021 to the Director of the Kanto Local Finance Bureau, which lowered the minimum number of investment units to be purchased to 4,341,133 investment units (ownership ratio: 49.32%) (Total number of investment units including those owned by Starwood: 4,865,212 units; ownership ratio: 55.27%), and furthermore, Starwood filed the amendment to the tender offer statement dated June 1, 2021 (hereinafter referred to as the "the June 1 Starwood Amendment to the Tender Offer Statement") to the Director of the Kanto Local Finance Bureau, which lowered the minimum number of investment units to be purchased to 3,877,247 investment units (ownership ratio: 44.05%) (Total number of investment units including those owned by Starwood: 4,401,326 units; ownership ratio: 50.00%). However, according to the tender offer report which was filed by Starwood to the Director of the Kanto Local Finance Bureau on June 16, 2021, the tender offer period of the Starwood Tender Offer was ended on June 15, 2021, and the Starwood Tender Offer was not completed because the total number of investment units tendered (348,378 units) was less than the minimum number of investment units to be purchased (3,877,247 units).

Under these circumstances, regarding the Starwood Tender Offer, the Investment Corporation received the written proposal (hereinafter referred to as the "May 20 Written Proposal") from the Invesco Group (Note 3) on May 20, 2021, containing the proposal of intention to conduct a tender offer for all of the issued and outstanding Investment Units at a tender offer price of JPY 22,500 per investment unit (a

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15.33% premium to the closing unit price of the Investment Units as of May 19, 2021 and a 3.45% premium to the Starwood Tender Offer Price before amended by the June 1 Starwood Amendment ) from around early June or mid-June (such proposal stated in the May 20 Written Proposal shall be hereinafter referred to as the "May 20 Proposal"). The Investment Corporation held discussions with the Invesco Group and had seriously considered the May 20 Proposal in light of the fact that the May 20 Proposal seemed to be a concrete, feasible and faithful proposal and the tender offer price (JPY 21,750 per investment unit) of the Tender Offer represented a 3.45% premium to the Starwood Tender Offer Price before amended by the June 1 Starwood Amendment to the Tender Offer Statement as mentioned above. In the meantime, on June 1, 2021, Starwood filed the June 1 Starwood Amendment to the Tender Offer Statement and changed the terms of the Starwood Tender Offer, changing the tender offer price of the Starwood Tender Offer to JPY 22,500 per investment unit and lowering the minimum number of investment units to be purchased in the Starwood Tender Offer to 3,877,247 units (ownership ratio: 44.05%) (Total number of investment units including those owned by the Starwood: 4,401,326 units; ownership ratio: 50.00%). Thereafter, the Investment Corporation further held discussions with the Invesco Group, and on June 11, 2021, the Investment Corporation received from the Invesco Group the written proposal (hereinafter referred to as the "June 11 Written Proposal"), containing the intention to conduct a tender offer on June 18, 2021 for all of the issued and outstanding Investment Units, purchasers of which are IRE IOJ Godo Kaisha and MAR IOJ Godo Kaisha, with the tender offer period of 26 business days (Japan) (30 business days (Japan) from the date of receipt of the June 11 Written Proposal) and the tender offer price of JPY 22,750 per investment unit (such tender offer price represents a 1.02% premium to the closing unit price of the Investment Units as of June 10, 2021 and a 1.11% premium to the tender offer price of the Starwood Tender Offer at the time of receipt of the June 11 Written Proposal (JPY22,500 per investment unit)), the minimum number of investment units to be purchased of 54.10% of the issued and outstanding investment units (as of the same day, Invesco Investments (Bermuda) Ltd. (hereinafter referred to as "IIBL") owned 624,651 Investment Units (7.10%), and because such investment units were scheduled to be tendered to the Tender Offer, the minimum number of units to be purchased excluding such investment units were equivalent to 47.00%), partially amending terms of the Proposal dated May 20 in light of the change of the terms of the Starwood Tender Offer based on the June 1 Starwood Amendment to the Tender Offer Statement (such proposal stated in the June 11 Written Proposal shall be hereinafter referred to as the "June 11 Proposal"). The Investment Corporation has seriously considered the June 11 Proposal from the perspective of maximizing the value of the Investment Corporation and the common interests of its unitholders, in light of the fact that the June 11 Proposal seemed to be as concrete, feasible and faithful as was the case with the May 20 Proposal and the tender offer price of the Tender Offer represented a 1.11% premium to the Starwood Tender Offer Price at the time of receipt of the June 11 Proposal (JPY22,550 per investment unit) as mentioned above, and that the Invesco Group has been supporting the enhancement of unitholder value of the Investment Corporation as a sponsor since the listing of the Investment Corporation.

(Note 3) "Invesco" or the "Invesco Group" means Invesco Ltd., a publicly owned company whose shares are listed on the New York Stock Exchange and is a constituent of the S&P 500 index, which is a representative stock price index of the United States, and its direct and indirect subsidiaries. The same applies hereinafter. The Invesco Group, through IIBL, owned Investment Units equivalent to the ownership ratio of 7.10% at the time of commencement of the Tender Offer, and the Asset Management Company, which is part of the Invesco Group, has entered into an asset management agreement with the Investment Corporation. With respect to the outline of the Invesco Group and its business activities, please refer to "(a) Background of Decision to Implement Tender Offer" in "(II) Background, Purpose, and Decision-Making Process Leading to Decision to Implement Tender Offer, and Management Policy After Tender Offer" in "(2) Grounds and Reasons for Opinion Regarding Tender Offer" of "3. Details of, and Grounds and Reasons for, Opinion Regarding Tender Offer" of the Notice of Statement of Opinion. With respect to the capital relationship between the Tender Offerors and the Invesco Group, please refer to "(I) Overview of Tender Offer" in "(2) Grounds and Reasons for Opinion Regarding Tender Offer" of "3. Details of, and Grounds and Reasons for, Opinion Regarding Tender Offer" of the Notice of Statement of Opinion. Further, MAR IOJ Godo Kaisha plans to change its asset management company from the Asset Management Company to third-party asset management company by the General Meeting of Unitholders.

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As stated in "Notice concerning the Statement of Opinion (Opposition) on Tender Offer by Starwood Capital Group" released as of May 6, 2021, the Investment Corporation initially believed that (a) squeeze- outs were not allowed under the Act on Investment Trust and Investment Corporations (hereinafter referred to as the "Investment Trust Act") and (b) the Tender Offer for investment units scheduled to be consolidated without sufficient means to contest the fairness of consideration was highly coercive. Therefore, the Investment Corporation submitted the written request (hereinafter referred to as the "Written Request) to the Commissioner of the Financial Services Agency, the Securities and Exchange Surveillance Commission, and the Director of the Kanto Local Finance Bureau (hereinafter collectively referred to as the "Financial Services Agency, etc."), as of April 23, 2021, to file a petition with a court to issue an order against the Starwood to prohibit or suspend the Starwood Tender Offer pursuant to Article 192, Paragraph 1 of the Financial Instruments and Exchange Act (hereinafter referred to as the "FIEA") and Article 219, Paragraph 1 of the Investment Trust Act. However, the Financial Services Agency, etc., did not file such petition as of May 24, 2021, which was the end of the initial Starwood Tender Offer Period, and such petition was not filed by June 15, 2021, which was the end of the Starwood Tender Offer Period as extended. In addition, in the opinion of Takahito Kato, who is a professor of the University of Tokyo, Graduate Schools for Law and Politics, and a well-known scholar in the field of the FIEA, prepared for the Tender Offerors at the request of the Tender Offerors, he expressed the view that it is possible to consolidate investment units for the purpose of squeezing out minority unitholders of a listed investment corporation. Furthermore, according to the Tender Offerors, they have also confirmed the same views from several other scholars who are famous in the FIEA.

In light of these attitude of the Financial Services Agency, etc. and the views of the famous scholars in the field of the FIEA, the Investment Corporation decided to change it's thought and came to the conclusion that the squeeze-outs are not necessarily prohibited under the Investment Trust Act and that there is a reasonable room to interpret that a tender offer for investment units followed by unit consolidation without means to contest the fairness of the consideration could be acceptable, and that the squeeze-outs using unit consolidation are not necessarily prohibited under the Investment Trust Act.

Under these circumstances, the Tender Offer is intended for the purpose of acquiring all of the issued and outstanding Investment Units and if, as a result of the Tender Offer, the Tender Offerors are unable to acquire all of the issued and outstanding investment units of the Investment Corporation, the Tender Offerors intend to squeeze-out the remaining minority unitholders by way of the consolidation of investment units. However, the rational of the Tender Offer may not necessarily be denied only because there is no means to contest the fairness of the consideration in the court through appraisal rights or a right to request a determination of price in the consolidation of investment units. Rather, the unitholders of the Investment Corporation has been given a relatively long period of time, a total of 74 business days, from the commencement of the Starwood Tender Offer to the end of the Tender Offer Period of the Tender Offer, to consider the pros and cons of tendering the Starwood Tender Offer or the Tender Offer. In addition, although there was an opportunity for parties other than the Tender Offerors to conduct competitive tender offers against the Starwood Tender Offer, no competitive tender offer has been made against the Starwood Tender Offer other than by the Tender Offerors and there is an opportunity to conduct such a competitive tender offer until the end of the Tender Offer Period of the Tender Offer. Furthermore, the Investment Corporation received the May 20 Proposal from the Invesco Group containing the proposal of intention to conduct a tender offer for the Investment Units at a tender offer price of JPY 22,500 per investment unit, with the tender offer period of 30 business days, and thereafter, Starwood filed the June 1 Starwood Amendment to the Tender Offer Statement and amended the Starwood Tender Offer Price to JPY 22,500 from JPY 21,750 per investment unit, and that, after such amendment, the Invesco Group further raised the purchase price per investment unit of the Investment Corporation for the Tender Offer (hereinafter referred to as the "Tender Offer Price") to JPY 22,750 in the June 11 Proposal from the tender offer price in the May 20 Proposal (JPY 22,500 per investment unit) based on the discussion with the Investment Corporation. Considering the fact that the tender offer price has actually been raised as above, it could be said that enough indirect market check has been made.

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Therefore, the Investment Corporation can evaluate that, with respect to a series of transactions (hereinafter referred to as the "Transaction") by the Tender Offerors for the purpose of acquiring and owning all of the investment units of the Investment Corporation listed on the J-REIT market of Tokyo Stock Exchange (excluding the Investment Units owned by the Investment Corporation in treasury (if any)) and thereafter taking the Investment Corporation private, our unitholders are substantially secured with a squeeze-out at a fair price. In addition, the Investment Corporation has established the Special Committee, and took into consideration advice from external advisors independent of the Investment Corporation and the Asset Management Company, as well as Starwood and the Tender Offer, and gave careful evaluation and consideration regarding the Tender Offer after ensuring the fairness and transparency of their judgments, and determined the rationale of the Tender Offer. Given the above, the Investment Corporation came to believe that the Tender Offer can be rational to maximize the value of the Investment Corporation and the common interests of our unitholders.

Additionally, the tender offer price of the Tender Offer is JPY 22,750 per investment unit, representing a 0.98% premium to JPY 22,530, the closing price of the investment unit of the Investment Corporation at the J-REIT market of the Tokyo Stock Exchange on June 16, 2021, one business day immediately prior to June 17, 2021, when the Tender Offer is announced; a 3.21% premium to JPY 22,042, the simple average closing price for the last one-month until the same day; a 11.12% premium to JPY 20,474, the simple average closing price for the last three-months until the same day; a 25.77% premium to JPY 18,089, the simple average closing price for the last six-months until the same day; and a 1.11% premium to the Starwood Tender Offer Price. The Tender Offer provides the unitholders of the Investment Corporation a reasonable opportunity to sell the Investment Units by a price with a considerable premium to the investment unit price in the market and the Starwood Tender Offer Price.

The Tender Offer Price has been carefully evaluated and considered taken into consideration the advice of the financial advisor independent from the Investment Corporation and the Asset Management Company, as well as Starwood and the Tender Offerors, and the Tender Offer Price is within the range of evaluation of the value per investment unit calculated by way of the adjusted net asset value approach, based on the value on the assumption of the sale of properties owned by the Investment Corporation (based on the valuation result of the sale value regarding the properties owned by the Investment Corporation as of April 30, 2021, calculated by two major trust banks dealing with real estate transactions who are independent of the Investment Corporation and the Asset Management Company, as well as Starwood and the Tender Offerors (hereinafter referred to as the "Valuation Institutions")) (as further adjusted to reflect the assumed selling cost).

Furthermore, as the parent company of the Asset Management Company that established the Investment Corporation, Invesco Group has a thorough understanding of the investment policy and the details of the portfolio of the Investment Corporation through its long-standing investment performance. Accordingly, the Investment Corporation has determined that the Investment Corporation can maximize the value of the Investment Units under the management of the Asset Management Company belonging to Invesco Group. The Investment Corporation has also been briefed that a structure to ensure a conduit for tax purposes has been prepared by arranging investment by several investors in advance, and that the tax treatment following the completion of the Tender Offer is also transparent. The Investment Corporation has also been briefed on the specific prospects of refinancing of the Investment Corporation's existing loans, and that the path to smooth delisting has been confirmed as well.

In addition, the Investment Corporation, as described in "(I) Establishment of Independent Special Committee in Investment Corporation" of "(5) Measures to Ensure Fairness and Measures to Avoid Conflicts of Interest" below, has consulted the Special Committee on May 21, 2021, on the Consultation Matters (as defined in "(I) Establishment of Independent Special Committee in Investment Corporation" of "(5) Measures to Ensure Fairness and Measures to Avoid Conflicts of Interest" below) including the pros and cons of the Transaction, and received from the Special Committee a recommendation dated

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Invesco Office J-REIT Inc. published this content on 30 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2021 09:21:06 UTC.