November 16, 2021

FOR IMMEDIATE RELEASE

Issuer of REIT Securities

1-17-10, Kyobashi, Chuo-ku, Tokyo

SOSiLA Logistics REIT, Inc.

Representative

Nobuhiko Matsumoto,

Executive Director

(Code: 2979)

Asset Management Company

Sumisho Realty Management Co., Ltd.

Representative

Hideki Yano, President & CEO

Inquiries

Tomoaki Sato,

General Manager, REIT Management

Department

TEL: +81-3-4346-0579

Notice Concerning Acquisitions and Leasing of Domestic Real Estate Trust Beneficiary Interests

Sumisho Realty Management Co., Ltd. ("SRM"), to which SOSiLA Logistics REIT, Inc. ("SLR") entrusts the management of its assets, hereby announces today that it made a determination to acquire in the form of trust beneficiary interests and lease the following three domestic properties ("Properties to Be Acquired").

As Sumitomo Corporation, one of the sellers of the Properties to Be Acquired is an interested party under SRS's interested party regulations, which are SRM's internal rules, SRM has followed the decision-making procedures specified by the interested party regulations to acquire the properties from Sumitomo Corporation.

1. Overview of the Properties to Be Acquired

Property

Anticipated

Acquisition Price

Existence of

Use

Number

Property Name

Location

(million yen)

Intermediaries

(Note 1)

(Note 2)

SOSiLA Ebina

L-07

(38% quasi-co-ownership interest) (Note 3)

Ebina City, Kanagawa

9,470

No

Logistics

(Note 4)

L-10

SOSiLA Itabashi

Itabashi City, Tokyo

3,980

No

property

L-11

SOSiLA Amagasaki

Amagasaki City,

1,500

No

(10% quasi-co-ownership interest) (Note 4)

Hyogo

Total

-

14,950

-

(Note 1) "Property Number" is the classification of each Property to Be Acquired, logistics property (L) or industrial property (I), and the number in each classification. The same applies hereinafter.

(Note 2) "Anticipated acquisition price" is the sales price of each Property to Be Acquired set forth in the trust beneficiary interest purchase and sale agreement or trust beneficiary quasi-co-ownership interest purchase and sale agreement for each Property to Be Acquired (collectively "Purchase and Sale Agreement"). The sales price does not include consumption tax, local consumption tax or expenses required for the acquisition. The same applies hereinafter.

(Note 3) SLR had already acquired a 62% quasi-co-ownership interest in the property as of December 4, 2020.

(Note 4) Each of the anticipated acquisition prices of SOSiLA Ebina (38% quasi-co-ownership interest) and SOSiLA Amagasaki (10% quasi-co- ownership interest) is the anticipated acquisition price for the quasi-co-ownership interest (38%) of SOSiLA Ebina and the quasi-co-ownership interest (10%) of SOSiLA Amagasaki, which are the Properties to Be Acquired.

(1)

Signing Date of the Purchase

November 16, 2021

and Sale Agreement

(2)

Anticipated Acquisition Date

(i) December 6, 2021 (SOSiLA Ebina (38% quasi-co-ownership interest))

(Note 1) (Note 2)

(ii) April 1, 2022 (SOSiLA Itabashi and SOSiLA Amagasaki (10% quasi-co-

ownership interest))

(3)

Previous Owner

Refer to "4. Overview of Entities from Which Properties Are Acquired" below.

Disclaimer: This press release is an announcement concerning acquisitions and leasing of properties by SLR, and is not an offer to sell or a solicitation of any offer to buy the securities of SLR in the United States or elsewhere. Any investment decision should be made based upon your own judgement.

This press release does not constitute an offer of securities in the United States of America. The investment units have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The investment units referred to above will not be offered, publicly or otherwise, in the United States.

1

(4)

Financing for Acquisition

Proceeds from the issuance of new investment units resolved at a board of directors

meeting held on November 16, 2021 (Note 3), borrowings (Note 4) and cash on

hand

(5)

Settlement Method

The full amount is paid on delivery.

(Note 1) "Anticipated acquisition date" is the anticipated acquisition date of each Property to Be Acquired set forth in the Purchase and Sale Agreement. It may be changed upon agreement between SLR and the current owner or beneficiary with respect to each Property (collectively "Seller").

(Note 2) Of the Properties to Be Acquired, the Purchase and Sale Agreements for SOSiLA Itabashi and SOSiLA Amagasaki (10% quasi-co-ownership interest) fall under forward commitments, etc. as defined in the "Comprehensive Guidelines for Supervision of Financial Instruments Business Operators, etc." established by the Financial Services Agency (forward commitments, etc. refer to purchase and sale agreements dated on a day- ahead basis, in which settlement and delivery of the property are to take place more than one month after the conclusion of the agreement, and other similar agreements). These Purchase and Sale Agreements set forth that, in the event that the Seller or the purchaser (hereinafter referred to as the "breaching party") breaches the relevant Purchase and Sale Agreement and the other party cancels the Purchase and Sale Agreement, the other party may demand that the breaching party pay a penalty equivalent to 20% of the purchase price. However, these Purchase and Sale Agreements set forth that the payment of the purchase price by SLR is on condition that the necessary financing for the payment of the purchase price has been completed through the offering of investment units and/or the borrowing from financial institutions, etc. by SLR. In the event that such conditions are not fulfilled, SLR may cancel the Sale and Purchase Agreements without incurring any penalties, etc. Therefore, even if SLR is unable to fulfill its obligation to pay the purchase price under the Purchase and Sale Agreements due to the failure to complete the issuance of new investment units resolved at a board of directors meeting held on November 16, 2021 or the borrowing of funds, etc., SLR will not bear any penalties, etc., and accordingly, SLR believes that the possibility of a direct and material adverse impact on its finances and distributions, etc. is low.

(Note 3) For details, please refer to the "Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment Units" released today.

(Note 4) For details, please refer to the "Notice Concerning Debt Financing" released today.

2. Rationale for Acquisition

SLR invests primarily in the SOSiLA series of logistics properties developed by Sumitomo Corporation with the aim of connecting "people" and "society." The Properties to Be Acquired consist of the SOSiLA series of logistics properties developed by Sumitomo Corporation, the SLR's sponsor, and are to be acquired for the purposes of steadily expanding the scale of SLR's assets and enhancing its portfolio in accordance with the objective and policy of asset management set forth under the Articles of Incorporation of SLR. For the features of each of the Properties to Be Acquired, please refer to "3. Overview of Properties to Be Acquired" below.

SLR believes that the tenants of the Properties to Be Acquired conform to the criteria of SLR for selection of tenants stated in the "Report on the Management System, Etc. of the Issuer of REIT Securities, etc." submitted on August 20, 2021.

3. Overview of Properties to Be Acquired

The following is an overview of each Property to Be Acquired.

"Overview of Specific Property," "Overview of Lease," "Summary of the Appraisal Report," and "Features of the Property" are defined as follows unless otherwise specified. They are stated based on information available as of October 20, 2021.

  1. Overview of Specific Property
  • "Anticipated acquisition date" is the anticipated date of acquisition of each Property to Be Acquired set forth in the Purchase and Sale Agreement. It may be changed upon agreement between SLR and the Seller.
  • "Anticipated acquisition price" is the anticipated sale price of each Property to Be Acquired set forth in the Purchase and Sale Agreement. The sale price does not include consumption tax, local consumption tax or expenses required for the acquisition.
  • "Trustee" of "Overview of trust beneficiary interest" is the trustee or the party scheduled to become the trustee of each Property to Be Acquired.
  • "Entrustment date" of "Overview of trust beneficiary interest" is the entrustment date prescribed by the trust agreement or the same after the change due to the acquisition of properties by SLR.
  • "Trust maturity date" of "Overview of trust beneficiary interest" is the trust maturity date prescribed by the trust agreement or the same after the change due to the acquisition of properties by SLR.
  • "Ownership form" of "Land" and "Building" is the type of right retained or scheduled to be retained by the trustee or the party scheduled to become the trustee.
  • The "Location" of "Land" is the location of the building in the registry (if there is more than one building, the location of one of them; if the property is a limited proprietary right of land, the location in the registry of the building on the land

Disclaimer: This press release is an announcement concerning acquisitions and leasing of properties by SLR, and is not an offer to sell or a solicitation of any offer to buy the securities of SLR in the United States or elsewhere. Any investment decision should be made based upon your own judgement.

This press release does not constitute an offer of securities in the United States of America. The investment units have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The investment units referred to above will not be offered, publicly or otherwise, in the United States.

2

with the limited proprietary right; if the property is land with superficies or the right to lease land that is not a Land Lease Right (the right specified in Article 2, Item 1 of the Act on Land and Building Leases (Act No. 90 of 1991, as amended)), the location of the land on the registry). "Land area" of "Land," and "Gross floor area," "Construction date," "Purpose" and "Structure/No. of stories" of "Building" are based on those stated in the registry and may be different from information about the actual land and building. "Gross floor area" of "Building" is the gross floor area of the main building plus that of the annexes. "Construction date," "Purpose" and "Structure/No. of stories" of "Building" are those of the main building alone.

  • "Zoning" of "Land" is a type of zone under Article 8, Paragraph 1, Item 1 of the City Planning Act (Act No. 100 of 1968 as amended).
  • "BCR" of "Land" is the maximum BCR (specified BCR) for the type of zone specified in the city planning. The specified BCR may be relaxed, raised or reduced due to being a fire-proof building in a fire prevention district, among other reasons, and may be different from the actual BCR.
  • "FAR" of "Land" is the maximum FAR (specified FAR). The specified FAR may be relaxed or raised, or reduced due to the width of the road connected to the site, among other reasons, and may be different from the actual FAR.
  • "Property manager" is the property management company that is commissioned or is scheduled to be commissioned to fulfill property management responsibilities.
  • "Number of tenants" is the number of tenants based on trust property lease agreements (excluding roof lease agreements and parking lot lease agreements) having been concluded as of October 20, 2021. If more than one lease agreement is entered into by the same tenant as to any Property to Be Acquired, the tenant is counted as one.
  • As for "Summary of seismic risk assessment report" and "Summary of building condition evaluation report", upon request of SLR and SRM, Tokio Marine dR Co., Ltd. conducted analysis of seismic risks and prepared seismic risk assessment reports based on such results, and Earth Appraisal Co., Ltd. conducted evaluation of the conditions of the buildings and prepared engineering reports based on such results. These are the outlines of such reports. These reports merely refer to the judgments and opinions of such surveyors at one point of time, and do not guarantee the appropriateness and accuracy of their information. There are no special relationships of interest between Tokio Marine dR Co., Ltd. or Earth Appraisal Co., Ltd, and SLR and/or SRM. As of the date of this document, no earthquake insurance with respect to the properties owned by SLR or the Properties to Be Acquired is expected to be acquired.
  • "Date of Survey" in the "Summary of seismic risk assessment report" refers to the month and year of survey stated in the seismic risk assessment reports investigated and prepared by the surveyor.
  • "Surveyor" in the "Summary of seismic risk assessment report" refers to the surveyor who conducted analysis of earthquake risks and prepared the seismic risk assessment reports.
  • "PML (probable maximum loss)" in the "Summary of seismic risk assessment report" refers to the ratio stated in the seismic risk assessment reports provided by the surveyor.
  • "Date of Survey" in the "Summary of building condition evaluation report" refers to the month and year of survey stated in the building condition evaluation reports (engineering reports) investigated and prepared by the surveyor.
  • "Surveyor" in the "Summary of building condition evaluation report" refers to the surveyor who conducted evaluation of the building condition and prepared the building condition evaluation reports (engineering reports).
  • "Emergency/early repair costs" in the "Summary of building condition evaluation report" refers to expenses stated in the building condition evaluation reports (engineering reports) as repair expenses required urgently or approximately within one year from the date of survey.
  • "Medium- to long-term repair and renewal costs" in the "Summary of building condition evaluation report" refers to expenses stated in the building condition evaluation reports (engineering reports) as repair expenses expected to be required within twelve years from the date of survey, with fractions less than the unit disregarded.
  • "Extra description" is a description of important matters about rights related to the Property to Be Acquired, its use, and other matters considered important in terms of their effects on the appraisal value, profitability, and liquidity of the Property to Be Acquired as of October 20, 2021.

Disclaimer: This press release is an announcement concerning acquisitions and leasing of properties by SLR, and is not an offer to sell or a solicitation of any offer to buy the securities of SLR in the United States or elsewhere. Any investment decision should be made based upon your own judgement.

This press release does not constitute an offer of securities in the United States of America. The investment units have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The investment units referred to above will not be offered, publicly or otherwise, in the United States.

3

(b) Overview of Lease

  • "Leasable area" of a property that is not a limited proprietary right of land or land with superficies or the right to lease land that is not a Land Lease Right is the sum of the leased area stated in the building lease agreement for each trust property (excluding the roof lease agreement and the parking lot lease agreement) having been concluded as of October 20, 2021 and the area of vacant space considered rentable based on the building drawings, etc. "Leasable area" of a limited proprietary right of land or land with superficies or the right to lease land that is not a Land Lease Right is the leased area stated in the land lease agreement for each trust property under which leasing agreement having been concluded as of October 20, 2021.
  • "Leased area" is the leased area stated in the trust property lease agreement having been concluded as of October 20, 2021.
  • "Annual rent" is the annualized rent calculated by multiplying the monthly rent (including a common service fee) stated in the lease agreement for each trust property having been concluded as of October 20, 2021 by 12 (if annual rent is stated in the agreement, the annual rent including a common service fee; if more than one lease agreement had been entered into, the sum of the annual rents). If the amount has a number less than the given unit, it is rounded down. Free rent and a rent holiday (free rent for a certain period of months) as of the same date are not taken into consideration.
  • "Security deposit" is the security deposit stated in the trust property lease agreement having been concluded as of October 20, 2021. If the amount has a number less than the given unit, it is rounded down.
  • "Occupancy rate" is the ratio of the leased area to the leasable area at each property as of October 20, 2021. The rate is rounded to the first decimal place.

(c) Summary of the Appraisal Report

  • "Summary of the Appraisal Report" is a summary of the real estate appraisal report prepared by The Tanizawa Sogo Appraisal, Japan Real Estate Institute or CBRE K.K. at the request for appraisal of SLR and SRM. The real estate appraisal report consists of the judgments and opinions of the appraiser at a certain point of time. The adequacy and accuracy of the report and feasibility of a transaction at the appraisal value are not guaranteed. Neither SLR nor SRM has any special stake in The Tanizawa Sogo Appraisal, Japan Real Estate Institute or CBRE K.K. The figures in this section are rounded down if the amount has a number less than the given unit. The percentages are rounded to the first decimal place.
  1. Features of the Property
  • "Features of the Property" are described based on the market report prepared by K.K. Ichigo Real Estate Service, which conducted a real estate survey commissioned by SLR and SRM statements on the appraisal report and conducted analysis by SRM, etc. The analyses are judgments and opinions of SLR and SRM based on reports at a certain point in time. Their adequacy and accuracy are not guaranteed.

Disclaimer: This press release is an announcement concerning acquisitions and leasing of properties by SLR, and is not an offer to sell or a solicitation of any offer to buy the securities of SLR in the United States or elsewhere. Any investment decision should be made based upon your own judgement.

This press release does not constitute an offer of securities in the United States of America. The investment units have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The investment units referred to above will not be offered, publicly or otherwise, in the United States.

4

Property

Property

SOSiLA Ebina

L-07

(38% quasi-co-ownership

Use

Logistics property

Number

Name

interest)

Overview of Specific Property

Type of specific property

Beneficiary interest of real

Overview

Trustee

Sumitomo Mitsui Trust Bank,

estate in trust

of trust

Limited

(38% quasi-co-ownership

beneficiary

interest)

interest

Anticipated acquisition date

December 6, 2021

Entrustment

December 21, 2017

date

Anticipated acquisition price

9,470 million yen (Note 1)

Trust

December 31, 2031

maturity

date

Land

Ownership form

Proprietary

Building

Ownership

Proprietary

form

Location

5-5005-2, Nakashinden,

Gross floor

71,963.60m2

Ebina City, Kanagawa

area

(27,346.16m2) (Note 2)

Land area

33,816.68m2

Construction

February 17, 2020

(Note 3)

date

Zoning

Industrial zone

Purpose

Warehouse

BCR

60% (Note 4)

Structure/

Reinforced concrete, steel building

FAR

200%

No. of

with alloy-plated steel sheet plate,

stories

four-story building

Property

manager

Sumisho Building

Summary

Date of

July 2021

Management Co., Ltd.

of building

survey

condition

Number of tenants

5

Surveyor

Earth-Appraisal Co., Ltd.

Summary of

Date of survey

October 2021

evaluation

Emergency/

seismic risk

report

early repair

-

assessment

costs

report

(thousands

of yen)

Surveyor

Tokio Marine dR Co., Ltd.

Medium- to

61,832 (Note 5)

PML ratio

8.1%

long-term

(Probable

repair and

maximum loss)

renewal

costs

(thousands

of yen)

Extra description: - Not applicable

(Note 1) The anticipated acquisition price is the anticipated acquisition price for 38% quasi-co-ownership interest of the property to be acquired (SOSiLA Ebina).

(Note 2) The gross floor area of SOSiLA Ebina (38% quasi-co-ownership interest) in parentheses is the gross floor area for a quasi-co-ownership interest of 38% of the property, rounded down to the second decimal place.

(Note 3) Although SLR will acquire 38% of quasi-co-ownership interest of the real estate trust beneficiary interest, the land area stated is that for the entire property.

(Note 4) The specified BCR for the Property is 60%, but BCR is 70% because it is located on a corner lot.

(Note 5) The medium- to long-term repair and renewal costs of SOSiLA Ebina (38% quasi-co-ownership interest) are the expenses for 38% quasi-co- ownership interest of the property, rounded down to the nearest thousand yen.

Overview of Lease

Leasable area

25,779.15m2 (Note)

Leased area

25,779.15m2 (Note)

Annual rent

450 million yen (Note)

Security deposit

211 million yen (Note)

Occupancy rate

100.0%

(Note)

The leasable

area and the leased area are those for the 38% quasi-co-ownership interest, which are rounded down to the second decimal place. The

annual rent and the security deposit are those for the 38% quasi-co-ownership interest, which are rounded down to the nearest million yen.

Disclaimer: This press release is an announcement concerning acquisitions and leasing of properties by SLR, and is not an offer to sell or a solicitation of any offer to buy the securities of SLR in the United States or elsewhere. Any investment decision should be made based upon your own judgement.

This press release does not constitute an offer of securities in the United States of America. The investment units have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The investment units referred to above will not be offered, publicly or otherwise, in the United States.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

SOSiLA Logistics REIT Inc. published this content on 16 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 November 2021 07:05:05 UTC.