January 6, 2016
For Translation Purposes Only
Real Estate Investment Fund Issuer: Mori Hills REIT Investment Corporation (Securities Code: 3234)
1-12-32 Akasaka, Minato-ku, Tokyo Hideyuki Isobe, Executive Director
Asset Manager:
Mori Building Investment Management Co., Ltd. Hideyuki Isobe, President & CEO
Inquiries: Ryosuke Kanazawa
General Manager, Planning Department TEL: +81-3-6234-3234
MHR Announces Issuance of New Investment Units and Secondary Offering of Investment Units
Mori Hills REIT Investment Corporation (hereafter "MHR") announced that it resolved at MHR's Board of Directors Meeting held today, to issue new investment units and to conduct a secondary offering of investment units, as follows.
Issuance of New Investment Units through Public Offering
Number of new investment units to be issued:
172,000 units
Issue price (offering price): To be determined.
The issue price (offering price) shall be determined in consideration of demand and other factors and based on provisional price calculated by deducting 2,470 yen, which is the forecasted dividends per unit for the nineteenth fiscal period ending January 2016, from the closing price of MHR's investment units for regular transactions on the Tokyo Stock Exchange, Inc. (hereafter "TSE") as of a date between Wednesday, January 20, 2016 and Friday, January 22, 2016 (hereafter "Pricing Date") (or, if no closing price is available on the Pricing Date, as of the date immediately preceding the Pricing Date), and multiplying the result by a factor between
0.90 to 1.00 (amounts less than ¥1 to be rounded down).
Amount to be paid in (issued value):
To be determined.
The price shall be determined by a resolution of MHR's Board of Directors Meeting to be held on the Pricing Date. The amount to be paid in (issued value) shall be the proceeds per investment unit received from the underwriters mentioned under (5) below as payment for the investment units.
Total amount to be paid in (issued value):
To be determined.
Offering method: The investment units are being offered simultaneously in
Japan and overseas (by a syndicate jointly led by certain joint global coordinators (the "Joint Global Coordinators")).
Japanese Primary Offering
For the offering in Japan (the "Japanese Primary Offering"), the investment units are being offered in a primary offering by a syndicate of certain Japanese underwriters (the "Japanese Underwriters"), jointly led by certain Japanese joint lead managers (the "Japanese Joint Lead Managers"), by whom the Japanese Primary Offering portion of investment units will be underwritten and purchased in full.
International Offering
For the overseas offering (the "International Offering"; collectively referred to together with the Japanese Primary Offering as the "Offerings"), the investment units are being offered primarily in the United States and Europe (however, in the United States, only to qualified institutional buyers in accordance with Rule 144A of the U.S. Securities Act of 1933) by a syndicate of certain international managers (the "International Managers"), by whom the investment units for the International Offering will be individually underwritten and purchased in full.
The total number of units offered in the above offerings will be 172,000 units, of which 90,791 units are expected to be offered in the Japanese Primary Offering and 81,209 units are expected to be offered in the International Offering. However, the final breakdown shall be determined on the Pricing Date, in consideration of demand and other factors.
Underwriting agreement: The Japanese Underwriters and International Managers shall
purchase and underwrite the investment units at the same amount as the amount to be paid in to be determined on the Pricing Date and offer them at a price (the issue price) that varies from such underwriting price. The Japanese Underwriters and International Managers shall pay MHR the total underwriting price on the payment date described in (9) below, and the difference between the total issue price and the total underwriting price shall be the proceeds for the Japanese Underwriters and International Managers. MHR will not pay any underwriting fee to the Japanese Underwriters and International Managers.
Subscription unit: One unit or more in increments of one unit.
Subscription period: (Japanese Primary Offering)
From the business day immediately following the Pricing Date to the second business day following the Pricing Date
Payment date: Monday, February 1, 2016
Delivery date: Tuesday, February 2, 2016
The issue price (offering price), amount to be paid in (issued value), and other items necessary for the issuance of new investment units shall be determined at a future Board of Directors Meeting. However, any modifications or other adjustments before a formal decision is made shall be determined at the discretion of the Executive Officer.
Of the above items, those concerning the Japanese Primary Offering shall be subject to the effectiveness of the security registration statement under the Financial Instruments and Exchange Act.
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Japanese Secondary Offering of Investment Units (Over-Allotment) (See 1 below)
The number of investment units to be offered:
8,600 units
The above number of investment units to be offered indicates the maximum number of investment units to be offered through the Japanese secondary offering (over-allotment). Depending on demand and other factors, there may be situations where this number of investment units is reduced or the Japanese secondary offering (over-allotment) itself is cancelled. The number of investment units to be offered shall be determined at the Board of Directors Meeting to be held on the Pricing Date, in consideration of supply and demand in the Japanese Primary Offering and other factors.
Seller: A certain Japanese Underwriter
Offering price: To be determined.
(The offering price will be determined on the Pricing Date, and shall be the same as the issue price (offering price) of the Japanese Primary Offering.)
Total amount of offering price:
To be determined
Offeringmethod: In consideration of demand and other factors of the Japanese
Primary Offering, a certain Japanese Underwriter shall offer
the investment units by borrowing a maximum of 8,600 units from Mori Building Co., Ltd., (hereafter the "Designated Purchaser") a unitholder of MHR, separately from the Japanese Primary Offering.
Subscription unit: One unit or more in increments of one unit.
Subscription period: The subscription period shall be the same as the subscription
period for the Japanese Primary Offering.
Delivery date: The delivery date shall be the same as the delivery date for the Japanese Primary Offering.
In case the Japanese Primary Offering is cancelled, the Japanese secondary offering (over-allotment) will be also canceled.
The offering price and other items necessary for the Japanese secondary offering
(over-allotment) shall be determined at a future Board of Directors Meeting. However, any modifications or other adjustments before a formal decision is made shall be determined at the discretion of the Executive Officer.
Each of the above items shall be subject to the effectiveness of the security registration statement under the Financial Instruments and Exchange Act.
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Issuance of New Investment Units through Third-Party Allotment (See 1 below)
Number of investment units to be issued:
Amount to be paid in (issued value):
Total amount to be paid in
(total issued value):
Allottee and number of investment units to be allotted:
8,600 units
To be determined.
(The price shall be determined by a resolution of the Board of Directors Meeting to be held on the Pricing Date and shall be the same as the amount to be paid in (issue value) for the Japanese Primary Offering.)
To be determined
A certain Japanese Underwriter: 8,600 units
Subscription unit: One unit or more in increments of one unit
Subscription period (subscription date):
Tuesday, February 23, 2016
Payment date: Wednesday, February 24, 2016
If there is no subscription for investment units to be issued during the subscription period (subscription date) mentioned in (6), the issuance of such investment units shall be canceled.
The amount to be paid in (issued value) and other items necessary for the issuance of new investment units shall be determined at a future Board of Directors Meeting. However, any modifications or other adjustments before a formal decision is made shall be determined at the discretion of the Executive Officer.
The issuance of new investment units through the third-party allotment shall not be conducted if the Japanese Primary Offering is suspended.
Each of the above items shall be subject to the effectiveness of the security registration under the Financial Instruments and Exchange Act.
Mori Hills REIT Investment Corporation issued this content on 2016-01-06 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-06 06:49:13 UTC
Original Document: http://www.mori-hills-reit.co.jp/LinkClick.aspx?fileticket=/dTmGwVf23Q=&tabid=208&mid=700
