For Immediate Release Real Estate Investment Trust Securities Issuer Sakura Sogo REIT Investment Corporation Representative: Toru Sugihara, Executive Director (Code : 3473) Asset Management Company Star Asia Investment Management Co., Ltd. Atsushi Kato, President and CEO Representative: Inquires: Akiko Kanno, Director and CFO TEL: 03-5425-1340 Forecasts of Operating Results for the Fiscal Period Ending July 31, 2020 (Final Fiscal Period)_ and Merger Consideration As announced in the “Notice Concerning Conclusion of a Merger Agreement between Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation”released today , Sakura Sogo REIT (SSR) intends to implement an absorption-type merger (the “Merger”) effective August 1, 2020, with Star Asia Investment Corporation (SAR) as the surviving corporation and SSR as the dissolving corporation, and have executed a merger agreement (the “Merger Agreement”) dated today. Also, SSR intends to submit a proposal to its general meeting of unitholders scheduled to be held on March 30, 2020, regarding an amendment of its article of incorporation to change its fiscal period end dates from June 30 and December 31 to January 31 and July 31, respectively. Provided that such amendment of the articles of incorporation is approved at t the general meeting of unitholders, SSR’s final fiscal period is expected to be the seven-month period from January 1, 2020 to July 31, 2020 (the “fiscal period ending July 31, 2020”). SSR announced that it is difficult for SSR to estimate any impact on SSR’s operating results from the lawsuit etc. from GALAXY JREIT PTY LIMITED, a unitholder of SSR, amendment of asset management agreement and the Merger with Star Asia Investment Corporation etc. at t he time SSR released its financial report and that SSR would make a timely announcement after these issues are determined or resolved in “(REIT) Financial Report for Fiscal Period Ended December 31, 2019” announced in February 18, 2020. In connection with the execution of the Merger Agreement, SSR hereby announces the forecasts of the operating results and merger consideration in the form of cash distributions to be paid idstead of cash distributions for the fiscal period ending July 31, 2020 which is expected to be the final period if the proposal to amend the articles of incorporation as described above is approved at t he general meeting of unitholders and the Merger comes into effect. 1. Forecasts of operating results and merger consideration for the fiscal period ending July 31, 2020 (the
1. 2. ന់ The period ending July 31, 2020 for which forecast of operating results and merger consideration are annouced is expected to be 7 months from January 1, 2020 to July 31, 2020. Expected total number of outstanding units at the end of the final fiscal period: 333,001 units The forecast above are based on certain assumptions as of today and on the presumption that the Merger will come into effect, and the actual operating revenue, operating income, ordinary income, net income, and merger consideration per unit may vary due to trends in the real estate market and the like, and changes in the investment environment and other conditions surrounding SSR, the status of exercise of put option of investment units and costs with regards to the Merger. The forecasts should not be construed as a guarantee of the amount of merger consideration. Instead of cash distributions to the unitholders of SSR for SSR’s final fiscal period, SAR, as the surviving corporation 4. after the Merger, will, based on the amount of distributable profit of SSR and within a reasonable period after the effective date of the Merger, make a payment on the Merger to the unitholders registered or recorded on the final unitholders register of SSR as of July 31, 2020, the day immediately prior to the effective date of the Merger (excluding the unitholders of SSR who have demanded the purchase of their investment units pursuant to the provisions of Article 149-3 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, as amended) (excluding the unitholders of SSR who have withdrawn such purchase demands)) (hereinafter the "Allotted Unitholders") , in an amount equivalent to the cash distributions for the above mentioned fiscal period (the payment will be the amount of distributable profit of SSR as of the day immediately prior to the effective date of the Merger divided by the number of investment units that is obtained by deducting (a) the number of investment units held by the unitholders other than the Allotted Unitholders from (b) the total number of SSR investment units issued and outstanding as of the day immediately prior to the effective date of the Merger (such calculated amount being rounded down to the nearest whole yen). As a result, the amount of payment on the Merger will vary depending on the status of exercise of the right to demand purchase of investment units. Because the status of such exercise cannot be confirmed at present, the forecasted figures above are based on the assumption that the right to demand purchase of investment units is not exercised. When a certain level of divergence from the above forecast is expected, the forecast may be revised. Amonts less than one unit have been rounded down. Si 6.
2. Reason for Announcement
SSR announced that it is difficult for SSR to estimate any impact on SSR's operating results from the lawsuit etc. from GALAXY JREIT PTY LIMITED, a unitholder of SSR, amendment of asset management agreement and the Merger with Star Asia Investment Corporation etc. at t the time SSR released its financial report and that SSR would make a timely announcement after these issues are determined or resolved in “(REIT) Financial Report for Fiscal Period Endeded December 31, 2019” announced in February 18, 2020. In connection with the execution of the Merger Agreement, SSR intends to submit a proposal to its general meeting of unitholders scheduled to be held on March 30, 2020, regarding an amendment of its articles of incorporation to change the ends of its fiscal period from the last days of June and December to the last days of January and July. Provided that the amendment is approved at t the general meeting of unitholders, the seven months from January 1, 2020 to July 31, 2020 is expected to be the final fiscal period of SSR when the Merger comes into effect, and SSR hereby announces the forecasts of operationg results for the fiscal period ending July 31, 2020 (from January 1,2020 to July 31, 2020) and the merger consideration in the form of cash distributions. Forecasts of operating result for the fiscal period ending July 31,2020 (from January 1, 2020 to July 31, 2020) and merger consideration are based on the assumption that the Merger Agreement and the amendment of the articles of incorporation to change the end of the fiscal period are approved by the SSR’s unitholders’ meeting to be held on March 30, 2020. As for the forecasted or operating results and cash distribution per unit of SAR after the merger, please refer to “Notice Concerning the Forecast of Operating Results and Distributions Subsequent to the Merger of Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation for the Fiscal Periods Ending January 31, 2021 and July 31, 2021" announced today by SAR and SSR.
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米This material is distributed to the press club of the Tokyo Stock Exchange (Kabuto Club), the press club of the Ministry of Land, Infrastructure, Transport and Tourism, and the press club for construction trade publications of the Ministry of Land, Infrastructure, Transport and Tourism. ※ Sakura Sogo REIT Investment Corporation website address:    http://sakurasogoreit.com/en/