Growth Strategy
Realization of Growth Strategy Utilizing Support Structure with Sponsor at the Core
Content of Support from the Sponsor and Support Companies
| Support overview | Sponsor pipeline and support agreement | Support agreement | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Marimo Co., Ltd. | Alpha Court Co., Ltd. | San Ju San Bank, Ltd. (Mie) | The Michinoku Bank, Ltd (Aomori) | The Tokyo Star Bank, Ltd. (Tokyo) | Chugoku Bank, Ltd. (Okayama) | Kansai Mirai Bank, Ltd. (Osaka) | The Hiroshima Bank, Ltd. (Hiroshima) | The Ashikaga Bank, Ltd. (Tochigi) | ReBITA Inc. | ||
| External growth | Preferential provision of property information | ● | |||||||||
| Grant of preferential negotiating rights for sales transactions | ● | ||||||||||
| Provision of warehousing functions | ● | ||||||||||
| Provision of construction management support | ● | ||||||||||
| Provision of property information | ● (Note 2) |
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| Internal growth | Provision of property management services, etc. (Note 3) | ● | ● | ||||||||
| Provision of leasing support (Note 3) | ● | ● | |||||||||
| Provision of support in renovation of portfolio assets | ● | ||||||||||
| Provision of fixed-rent-type master lease agreements | ● | ||||||||||
| Provision of master lease services, etc. (Note 3) | ● | ||||||||||
| Provision of brokerage services (Note 3) | ● | ||||||||||
| Financial advisory and assistance | ● | ● | Other support | Investment in the Asset Manager | (Note 1) | ||||||
| Grant of license to use trademark (Note 3) | ● | ● | ● | ● | ● | ● | |||||
| Same-boat investment | ● | ||||||||||
| Continued holding of investment units (Note 3) | ● | ● | |||||||||
| Provision of support in securing human resources (Note 3) | ● | ● | |||||||||
| (Note 1) | As a result of the share exchange conducted on February 24, 2023, Marimo Co., Ltd. holds all the shares of the Asset Manager. |
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| (Note 2) | “Provision of property information” does not cover preferential provision of property information to marimo REIT from Alpha Court Co., Ltd., San ju San Bank, Ltd., The Michinoku Bank, Ltd., The Tokyo Star Bank, Limited, The Chugoku Bank, Limited, Kansai Mirai Bank, Limited, The Hiroshima Bank, Ltd., The Ashikaga Bank, Ltd. and ReBITA inc. In particular, the support agreements with The Michinoku Bank, Ltd., The Chugoku Bank, Limited, The Hiroshima Bank, Ltd. and The Ashikaga Bank, Ltd. are of content that The Michinoku Bank, Ltd., The Chugoku Bank, Limited, The Hiroshima Bank, Ltd. and The Ashikaga Bank, Ltd. are to provide property information at their discretion. In addition, the support agreements with Alpha Court Co., Ltd., San ju San Bank, Ltd., Kansai Mirai Bank, Limited and ReBITA inc. do not stipulate that the information is to be provided to marimo REIT prior to or at the same time as third parties. |
| (Note 3) | “Provision of property management services, etc.” by Alpha Court Co., Ltd. means that Alpha Court Co., Ltd. will, upon request from marimo REIT and the Asset Manager, provide services and other necessary support based on separate master lease and property management agreements for real estate, etc. owned by marimo REIT or have other entities in Alpha Court Co., Ltd.'s group provide such services and support. “Provision of leasing support” by Alpha Court Co., Ltd. means that Alpha Court Co., Ltd. will provide support such as brokerage and management for properties that marimo REIT considers acquiring or holds if it receives a request for leasing support from the Asset Manager for marimo REIT’s purpose of stabilizing occupancy rates over the medium to long term. “Provision of master lease services, etc.” by Alpha Court Co., Ltd. means that Alpha Court Co., Ltd. will, upon request from marimo REIT and the Asset Manager, provide services and other necessary support based on separate master lease and property management agreements for real estate, etc. owned by marimo REIT or have other entities in Alpha Court Co., Ltd. 's group provide such services and support. “Provision of brokerage services” by Alpha Court Co., Ltd. means that Alpha Court Co., Ltd. will provide information on support company group's qualified real estate, etc. to marimo REIT and the Asset Manager, and when marimo REIT acquires such qualified real estate, etc. and marimo REIT and the Asset Manager request, it will provide brokerage services for such acquisition unless the circumstances are exceptional (however, marimo REIT and the Asset Manager shall request only when such provision of brokerage services is deemed appropriate in consideration of Alpha Court Co., Ltd.'s transaction execution capability, compliance with laws and regulations, credit risk, transaction costs, etc.). “Grant of license to use trademark” by Alpha Court Co., Ltd. means that Alpha Court Co., Ltd. has granted a non-exclusive license to marimo REIT and the Asset Manager to use trademarks stipulated in the support agreement in prospectuses, websites, financial results briefing materials, securities registration statements, asset management reports and other disclosure documents upon providing information on marimo REIT's investment policies and properties bearing these trademarks. “Continued holding of investment units” by Alpha Court Co. Ltd. means that Alpha Court Co., Ltd. has expressed to marimo REIT and the Asset Manager its intention to hold marimo REIT's investment units for the foreseeable future if it acquires such investment units, unless the circumstances are exceptional. However, there are no specific provisions regarding the number of investment units or period to be held by Alpha Court Co., Ltd. “Provision of support in securing human resources” by Alpha Court Co., Ltd. means that Alpha Court Co., Ltd. will provide maximum cooperation in terms of human resources to offer the Asset Manager the expertise required with the growth of the Asset Manager and marimo REIT, such as seconding necessary personnel from its group to the Asset Manager. The Asset Manager plans to accept one seconded employee from Alpha Court Co., Ltd. in March 2023, but there are no plans to acquire any new properties, etc. as a result of this secondment. |