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M&A and Subsidiary Changes3772Wealth Management,Inc.Real estate

Notice Regarding the Transfer of a Beneficial Interest in a Real Estate Trust and an AM Agreement in Connection with the Structuring of a Real Estate STO

The fund currently holding the assets has entered into an agreement to transfer the beneficial interests in the real estate trust holding the Six Senses Kyoto hotel and other assets to an external fund, with settlement and delivery scheduled for 1 September 2026. Following the transfer, a subsidiary of the Company is expected to provide asset management services, while hotel operations will continue.

Worth reading
44Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
10
Net sales are expected to account for at least 10% of consolidated net sales in the previous fiscal year, while ordinary profit and net income attributable to owners of the parent are each expected to account for at least 30% of the average amount for the most recent 5 consolidated fiscal years.
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Transfer of Beneficial Interests in a Real Estate Trust / This STO / Asset Management Agreement
Counterparty合同会社WRMST1号, 京都東山閣特定目的会社, 株式会社SMBC信託銀行
Disclosing companyWealth Management,Inc.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Consideration and expenses
Funding arrangementsFunding through this STO. However, the transfer may not take place if, for example, the funding is not completed.
Impact on Business Performance

Net sales to be recognized in the current consolidated fiscal year are expected to account for at least 10% of consolidated net sales in the previous fiscal year. Ordinary profit and net income attributable to owners of the parent are each expected to account for at least 30% of the respective average amounts for the most recent 5 consolidated fiscal years. These effects have already been incorporated into the consolidated earnings forecasts for the fiscal year ending March 2027.

Procedures and assumptions
Conditions Precedent to ExecutionThe transfer may not take place if, for example, the funding through this STO is not completed.
Management structure after acquisitionFollowing the transfer, ウェルス・リアルティ・マネジメント株式会社 is expected to provide asset management services to the trust issuing the relevant beneficiary certificates. The hotel will continue to be operated by 京都妙法ホテルオペレーションズ株式会社. The company name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameTransfer of Beneficial Interests in a Real Estate Trust / This STO / Asset Management Agreement
Counterparty name合同会社WRMST1号, 京都東山閣特定目的会社, 株式会社SMBC信託銀行
Funding arrangementsFunding through this STO. However, the transfer may not take place if, for example, the funding is not completed.
Impact on Business PerformanceNet sales to be recognized in the current consolidated fiscal year are expected to account for at least 10% of consolidated net sales in the previous fiscal year. Ordinary profit and net income attributable to owners of the parent are each expected to account for at least 30% of the respective average amounts for the most recent 5 consolidated fiscal years. These effects have already been incorporated into the consolidated earnings forecasts for the fiscal year ending March 2027.
Contract DateReal estate trust beneficial interest purchase and sale agreement: 3 August 2026; AM agreement: 19 August 2026 (scheduled)
Execution Date / Effective Date1 September 2026 (予定)
Conditions Precedent to ExecutionThe transfer may not take place if, for example, the funding through this STO is not completed.
Management structure after acquisitionFollowing the transfer, ウェルス・リアルティ・マネジメント株式会社 is expected to provide asset management services to the trust issuing the relevant beneficiary certificates. The hotel will continue to be operated by 京都妙法ホテルオペレーションズ株式会社. The company name, representative and treatment of employees: not disclosed
Items this document does not state (24)
Name of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The parties agreed to enter into the AM agreement because the expertise of ウェルス・リアルティ・マネジメント株式会社 can be used to make effective use of the relevant assets. The Company also states that the STO will provide a broad range of investors, including individual investors, with an opportunity to invest in financial products backed by the hotel as the underlying asset.

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Notice Regarding the Transfer of a Beneficial Interest in a Real Estate Trust and an AM Agreement in Connection with the Structuring of a Real Estate STO | Wealth Management,Inc. (3772) timely disclosure | Komori