OUR PROPOSTION

On April 6, 2021, Starwood Capital Group announced a Tender Offer to acquire all Units of Invesco Office J-REIT, Inc. listed on the J-REIT market of the Tokyo Stock Exchange and take Invesco Office J-REIT private.
An attractive premium for existing unitholders

Based on a detailed review of Invesco Office J-REIT, Inc. and the underlying conditions of the capital and real estate office markets in Japan, we believe we can provide unitholders with immediate attractive value for their holdings above the current net asset value, and also create significant value by privatizing the portfolio.

The value proposition for this offer is underpinned by our ability to implement certain long-term improvements to the properties which can only realistically be achieved within a private ownership structure.

A privately held structure provides enhanced operational flexibility

Because of the structural disruptions to office sector demand patterns caused by COVID-19 and the volatility that the global market may face, we believe the current legal and commercial constraints of a listed J-REIT vehicle do not allow the current management team sufficient flexibility to aggressively tackle lease roll-overs, optimize the capital structure, and commence capital intensive asset management initiatives. These kinds of value-adding initiatives are all better accomplished in a private vehicle and with a well-capitalized institutional shareholder like SCG.

 
FAQ

The following FAQ is designed to provide basic information to help unitholders understand how to tender their units. Further details are available at the agents Mita Securities Co., Ltd. (“Mita Securities”) and Monex, Inc. (“Monex”); see Q1 below), or in the Tender Offer Registration Statement (Japanese) (English).

Q1: I have decided to tender my shares. What’s the first step?

For Individual Unitholders

an individual unitholder, please first open an account with Monex at the contact details below, online, by phone, by mail or in person as convenient (assuming you do not have an existing securities account at Monex or Mita Securities).

 

For Non-Individual Unitholders

If you are not an individual unitholder, please first open an account with Mita Securities at the contact details below, online, by phone, by mail or in person as convenient (assuming you do not have an existing securities account at Monex or Mita Securities).

 

The account opening process is not difficult; however, it does take time for Monex and Mita Securities to process, so you will need to complete these procedures soon to secure your ability to tender into the offer.

 

If you already have an account with Monex or Mita, you can use that account.

Please note, the deadline for applications to tender is coming soon, June 15, 2021 (Tuesday), and the above procedures take time, so please act quickly if you decide to participate in the tender offer.  For assistance to complete these procedures, please contact:

 

Monex, Inc. (for individual unitholders)

Website: www.monex.co.jp

Tel: 0120-846-365 or 03-6737-1666 (mobile / PHS)

1-12-32, Akasaka, Minato-ku, Tokyo

 

Mita Securities Co, Ltd. (for other unitholders)

Website: https://mitasec.com/en/

Online application to tender: https://mitasec.com/take_over_bid/2408/

Tel: +81-3-3666-0715

3-11, Nihonbashi-kabutocho, Chuo-ku, Tokyo

 

Q2: Do I have to attend the agent’s office in person to complete the process?

For Individual Unitholders

If you are an individual unitholder, please visit Monex’s website (www.monex.co.jp) or call them on the phone (Tel: 0120-846-365, 03-6737-1666 from mobile / PHS).  Alternatively, you can complete the procedures by mail or in person. If you call Monex, the agent will explain the process.

 

For Non-Individual Unitholders

If you are not an individual unitholder, please visit Mita Securities’ application webpage (https://mitasec.com/open/company-tob) or call them on the phone (Tel: +81-3-3666-0715).  Alternatively, you can complete the procedures by mail or in person. If you call Mita Securities, the agent will explain the process.

 

Q3: What is the deadline for submitting the paperwork to tender my units?

Unitholders should apply to participate and complete all required procedures to secure their ability to participate in the tender offer by no later than 15:00 on June 15, 2021 (Tuesday), the last day of the Tender Offer Period.  Please act now to complete the procedures and apply for the tender offer at www.monex.co.jp (if you are an individual unitholder) or https://mitasec.com/open/company-tob (if you are not an individual unitholder).

 

Q4: What documents will I need when tendering my units?

If you are an individual unitholder, you will need to provide identity verification documents including verification of your individual number (“My Number”), and additional information or documents depending on how you evidence your “My Number.” Please contact Monex for details at:

Monex, Inc.

Website: www.monex.co.jp

Tel: 0120-846-365 or 03-6737-1666 (mobile / PHS)

1-12-32, Akasaka, Minato-ku, Tokyo

 

Q5: I live outside Japan. How do I tender my units?

Please contact Monex (if you are an individual unitholder) or Mita Securities (if you are not an individual unitholder) for instructions. Please note that some documents will need to be physically mailed to Japan, and the procedures can take a significant amount of time, so to secure your ability to tender your units please begin this process promptly.

 

Q6: Is everyone who tenders their units guaranteed to have the offer accepted and be able to sell their units? Or is there a first come, first served limit?

All units tendered will be purchased if the conditions to the tender offer are met, including the acceptance threshold requirement that 3,877,247 units or more are tendered. This represents, together with the units already owned by the Offerors, 50% of the outstanding Units plus one Unit. There is no first come, first served limit or any other limit to the number of units to be purchased in the tender offer. However, as the last day of the Tender Offer Period is June 15, 2021 (Tuesday), please act promptly to complete the required procedures to secure your ability to tender your units into the offer.

 

Q7: Can I cancel my tender if I change my mind?

Yes. You can cancel your tender if you change your mind before the end of the Tender Offer Period. Please contact Mita Securities or Monex for details.