This English translation is provided for information purposes only. If any discrepancy is identified between
this translation and the Japanese original, the Japanese original shall prevail.
May 15, 2020
REIT Issuer:
Japan Hotel REIT Investment Corporation (TSE code: 8985)
Kaname Masuda, Executive Director
Asset Management Company:
Japan Hotel REIT Advisors Co., Ltd.
Hisashi Furukawa, President & CEO
Contact:
Makoto Hanamura
Executive Director,
Head of Planning Group, Operations Division
TEL: +81-3-6422-0530
Notice Concerning Acquisition of New Assets(Trademark Rights of “Oriental Hotel” brand, etc.)
This is to inform you that Japan Hotel REIT Advisors, Co., Ltd. (hereinafter called the “Asset ManagementCompany”), the asset management company of Japan Hotel REIT Investment Corporation (hereinafter called “JHR”),
has resolved to acquire the assets below (hereinafter called the “Assets for Anticipated Acquisition”) today.
The seller, Hotel Management Japan Co., Ltd. (hereinafter called “HMJ”) falls under an “Interested Party, etc.” asstipulated in the Act on Investment Trust and Investment Corporation (Act No. 198 of 1951, as amended; hereinafter
called the “Investment Trust Act”). Therefore, the acquisition of the Assets for Anticipated Acquisition has been
approved by JHR based on resolution at JHR’s Board of Directors meeting pursuant to the Investment Trust Act andthe internal codes for transactions with Sponsor-Related Parties stipulated by the Asset Management Company (Pleasesee “7. Transaction with Interested Party” below).
1.

Summary of the Assets for Anticipated Acquisition
Name of the Assets for
Anticipated Acquisition

Anticipated acquisition
price (*1) (*2)

Seller(*3)

Anticipatedacquisition date

Trademark rights of“Oriental Hotel” brand,
JPY550,000,000
HMJ
May 15, 2020etc.
(*1) The anticipated acquisition price is the price based on the trademark rights transfer agreement. The
anticipated acquisition price does not include expenses for acquisition and consumption tax, etc.
(*2) The Asset Management Company and a third-party organization evaluated and analyzed the acquisition
price in order to determine the anticipated acquisition price.
(*3) Please see “4. Summary of the Seller” below for the sellers.
2.

Rationale for the Acquisition
The Assets for Anticipated Acquisition are the total 25 trademark rights of “Oriental Hotel” brands, etc.
(hereinafter correctively called the “Trademark Rights”). There are five hotels which carry “Oriental Hotel” brandas of today among the hotels owned by JHR, and all five hotels are operated by HMJ.
Some of the trademark rights were acquired by HMJ in February 2020 in order to expand “Oriental Hotel” brand(No. 1 to No.6 described in “3. Details of the Assets for Anticipated Acquisition.” Hereinafter called the “SixTrademark Rights”), and the other trademark rights were registered by filing an application by HMJ (No. 7 toNo.25 described in “3. Details of the Assets for Anticipated Acquisition.” Hereinafter called the “19 TrademarkRights”). JHR has determined that the acquisition of the asset would be appropriate in consideration of thepreservation and improvement of the asset value of the assets JHR owns through direct acquisition of the1Trademark Rights by JHR, as well as the profitability and future potential of receiving trademark license fees byinvesting in the Trademark Rights.
JHR believes that the acquisition of the Assets for Anticipated Acquisition will enable the appropriate
management of the Oriental Hotel brand, and at the same time, the stable revenue is expected because the annual
license fees received directly or indirectly from HMJ and third parties are expected to be JPY31 million.
3.

4.

Details of the Assets for Anticipated Acquisition
Name of the assets for anticipatedacquisition

Trademark rights for “Oriental Hotel” brand, etc.

Asset category

Trademark rights

License fee

JPY31,208,925 (annual）

Registration number of theTrademark Rights

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.

Trademark registration number: No. 3066167
Trademark registration number: No. 3097262
Trademark registration number: No. 3196092
Trademark registration number: No. 3097260
Trademark registration number: No. 3079997
Trademark registration number: No. 3099411
Trademark registration number: No. 5303142
Trademark registration number: No. 5320059
Trademark registration number: No. 5320060
Trademark registration number: No. 5320061
Trademark registration number: No. 5340619
Trademark registration number: No. 5340620
Trademark registration number: No. 5340621
Trademark registration number: No. 5340622
Trademark registration number: No. 6154328
Trademark registration number: No. 6154329
Trademark registration number: No. 6154330
Trademark registration number: No. 3079993
Trademark registration number: No. 4079153
Trademark registration number: No. 4210398
Trademark registration number: No. 4210424
Trademark registration number: No. 4295059
Trademark registration number: No. 4413310
Trademark registration number: No. 5066009
Trademark registration number: No. 6248798

Summary of the SellerName

Hotel Management Japan Co., Ltd.

Headquarters

Ebisu Neonato 4F, 4-1-18, Ebisu, Shibuya-ku, Tokyo JAPAN

Representative

Representative Director：Junichi Araki

Capital

JPY50,000,000 (as of the end of December 2019)

Establishment

August 29, 2005

Net assets

JPY1,376,510,000 (as of the end of December 2019)

Total assets
Major shareholder andshareholding ratio
Major business
Capital relationship
Human relationship
Business relationship

JPY6,570,750,000 (as of the end of December 2019)
SC J-Holdings Pte. Ltd. (100%) (as of the end of December 2019)
Management and operation of hotels
The company concerned is a corporation in which SC J-Holdings Pte.
Ltd. indirectly holds 100% of the issued and outstanding shares. SC JHoldings Pte. Ltd. is a corporation that owns 100% of equity interest of2

Related parties

5.

Rockrise Sdn Bhd. Rockrise Sdn Bhd is a parent company which holds
87.6% of the issued and outstanding shares of the Asset Management
Company.
The company falls under the category of interest-related party by theInvestment Trust Act.

Status of the Previous Owners(1) Current Owner
NameHotel Management Japan Co., Ltd.
Status of previous ownerCurrent owner
The company concerned is a corporation in which SC J-Holdings Pte.
Ltd. indirectly holds 100% of the issued and outstanding shares. SC JRelationship with persons Holdings Pte. Ltd. is a corporation that owns 100% of equity interest ofwith special interests
Rockrise Sdn Bhd. Rockrise Sdn Bhd is a parent company which holds
87.6% of the issued and outstanding shares of the Asset Management
Company.
Background and reason for JHR acquired the Trademark Rights in order to expand the “Orientalthe acquisitionHotel” brand, aiming for HMJ’s future expansion of hotel operation.
Acquisition price
JPY550,000,000
Timing of the acquisition

February 28, 2020

(2) Previous Owner
The previous owner of the Six Trademark Rights does not have any special interest relationship with either
JHR or the Asset Management Company. Therefore, the details are omitted. Not appliable for the 19
Trademark Rights.
6.

Summary of Broker
Not applicable

7.

Transaction with Interested Party
HMJ falls under the category of an interested party, etc. as stipulated in Article 201 of the Investment Trust Act
and Article 123 of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations.
Therefore, in accordance with “the Code for Transaction with the Sponsor-Related Parties” stipulated by theAsset Management Company, appropriate procedures stipulated in the Code for Transactions with SponsorRelated Parties such as approval of the compliance committee attended by outside experts and of the Board ofDirectors meeting of JHR have been obtained, prior to the conclusion of the Trademark Transfer Agreement andthe Trademark License Agreement with HMJ.

8.

Settlement Method
JHR plans to pay the transaction amounts by using cash on hand.

9.

Schedule of Settlement Dates
Resolution for the acquisition

Conclusion of the agreement
Settlement and transfer

May 15, 2020
May 15, 2020
May 15, 2020 (scheduled)

10. Future Prospects
As the proportion of the revenue from license fees from the Assets of Anticipated Acquisition to the revenue ofJHR is limited, the operating forecast after the acquisition of the Assets of Anticipated Acquisition has not beenchanged from “Notice Concerning Revision of Operating Forecast and Forecast of Dividend for the Fiscal YearEnding December 2020 (21st Period)” dated March 25, 2020.
* Website of Japan Hotel REIT Investment Corporation: https://www.jhrth.co.jp/en/3