January 11, 2022
For Immediate Release
Real Estate Investment Trust Securities Issuer:
Mitsui Fudosan Logistics Park Inc. (Securities Code: 3471)
6-8-7 Ginza, Chuo-ku, Tokyo 104-0061
Representative: Hiroshi Asai, Executive Director
Asset Management Company:
Mitsui Fudosan Logistics REIT Management Co., Ltd.
Representative: Yukio Yoshida, President and Chief Executive
Officer
Inquiries: Tatsu Makino, Managing Director and Chief Financial
Officer
Tel. +81-3-6327-5160
Notice Concerning Issuance of New Investment Units and
Secondary Offering of Investment Units
Mitsui Fudosan Logistics Park Inc. ("MFLP-REIT") today announced that a resolution was passed at its Board of Directors' Meeting held on January 11, 2022 to issue new investment units and conduct a secondary offering of investment units as follows.
1. Issuance of new investment units through public offering (primary offering)
(1) Number of investment 32,380 units units to be offered
(2) Amount to be paid in (issue amount)
(3) Total amount to be paid in (total issue amount)
(4) Issue price (offer price)
Note: This document is a press release that is to be made publicly available regarding the issuance of new investment units and secondary offering of investment units by MFLP-REIT, and has not been prepared for the purpose of solicitation of investment. Prospective investors should make investment decisions only after they review the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by MFLP-REIT, and note that the investment decisions are made at their discretion and responsibility.
In addition, this document does not constitute an offer of securities in the U.S. The securities referred to above have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities referred to above may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.
1
ending January 31, 2022 (excluding estimated distributions per unit in | |||
excess of earnings), and (b) ¥1,030 of estimated distributions per unit in | |||
excess of earnings from the closing price in ordinary trading on the | |||
Tokyo Stock Exchange Inc. ("TSE") on the Issue Price Determination | |||
Date (or the latest preceding date, if no closing price on that day), and | |||
then multiply that amount by 0.90-1.00 (rounding down to the nearest | |||
one yen). The amount derived from the above computation shall be used | |||
as a provisional condition, because market demand and other factors shall | |||
(5) | also be taken into consideration. | ||
Total amount of issue | To be determined | ||
(6) | price (total offer price) | ||
Offering method | The offering shall be a simultaneous offering in Japan and an | ||
international offering. | |||
a. | Domestic primary offering | ||
The offering in Japan (the "Domestic Primary Offering") shall be the | |||
primary offering in which all investment units subject to the | |||
Domestic Primary Offering shall be purchased and underwritten by | |||
domestic underwriters (referred to as the "domestic underwriters"). | |||
b. | International offering |
The international offering (the "International Offering") shall be an offering in international markets, mainly in the U.S., Europe and Asia. However, within the U.S., the investment units shall be sold only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended. All investment units subject to the International Offering shall be purchased and underwritten severally and not jointly in the total amount by international managers (referred to as the "international managers," and collectively referred to, together with the domestic underwriters, as the "Underwriters").
Furthermore, concerning the number of investment units pertaining to the respective offerings under a. and b. above, the number of investment units to be issued is scheduled to be 18,780 units in the Domestic Primary Offering and 13,600 units in the International Offering. The final allocations shall be determined on the Issue Price Determination Date, taking into consideration demand of the units and other factors.
The joint global coordinators of the Domestic Primary Offering and International Offering, as well as the secondary offering through over- allotment stated below under 2.(the "secondary offering"), shall be referred to as the "joint global coordinators".
(7) Underwriting agreement The Underwriters shall pay to MFLP-REIT the total amount to be paid in
(total issue amount) for this offering on the date stated in (11) below, and the difference between the total amount to be paid in (total issue amount) and the total amount of issue price (total offer price) shall be the proceeds of the Underwriters. MFLP-REIT will not pay an underwriting
Note: This document is a press release that is to be made publicly available regarding the issuance of new investment units and secondary offering of investment units by MFLP-REIT, and has not been prepared for the purpose of solicitation of investment. Prospective investors should make investment decisions only after they review the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by MFLP-REIT, and note that the investment decisions are made at their discretion and responsibility.
In addition, this document does not constitute an offer of securities in the U.S. The securities referred to above have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities referred to above may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.
2
(8) | commission to the Underwriters. | |
Unit of subscription | One (1) unit or more in multiples of one (1) unit | |
(9) | Period for subscription | The business day following the Issue Price Determination Date. |
(10) | Payment period for | From the business day following the Issue Price Determination Date to |
(11) | deposit in securities | two business days following the Issue Price Determination Date. |
Payment date | Tuesday, February 1, 2022 | |
(12) | Delivery and settlement | Wednesday, February 2, 2022 |
date |
- The amount to be paid in (issue amount), issue price (offer price), and other matters necessary for the issuance of new investment units will be determined at the Board of Directors' Meeting to be held hereafter.
- The aforementioned items related to the Domestic Primary Offering are subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Act.
(1) | Number of units to be | 1,620 units |
offered | The number of investment units to be offered above is the maximum | |
number of investment units to be offered in the Secondary Offering | ||
through over-allotment by the domestic lead manager of the Domestic | ||
Primary Offering (the "Domestic Underwriter"), separately from the | ||
Domestic Primary Offering, after taking into consideration market demand | ||
and other factors from the Domestic Primary Offering. The number of | ||
investment units to be offered above may be reduced, or the offering | ||
through over-allotment itself may not take place at all, depending on | ||
market demand and other factors concerning the Domestic Primary | ||
Offering. The number of investment units to be offered will be determined | ||
at the Board of Directors' Meeting held on the Issue Price Determination | ||
Date after taking into account market demands and other factors | ||
concerning the Domestic Primary Offering. | ||
(2) | Seller | The Domestic Underwriter |
(3) | Offer price | To be determined |
To be determined at the Board of Directors' Meeting held on the Issue | ||
Price Determination Date. The offer price will be the same as the issue | ||
price (offer price) for the Domestic Primary Offering. | ||
(4) | Total amount of offer | To be determined |
price | ||
(5) | Offering method | Separate from the Domestic Primary Offering, the Domestic Underwriter, |
the lead administrative manager, will carry out the Secondary Offering of | ||
the MFLP-REIT investment units borrowed from Mitsui Fudosan Co., | ||
Ltd., the maximum number of which shall be 1,620 after taking into | ||
account of market demand and other factors concerning the Domestic | ||
Primary Offering. | ||
(6) | Unit of subscription | One (1) unit or more in multiples of one (1) unit |
(7) | Period for subscription | It shall be the same period of subscription as the Domestic Primary |
Note: This document is a press release that is to be made publicly available regarding the issuance of new investment units and secondary offering of investment units by MFLP-REIT, and has not been prepared for the purpose of solicitation of investment. Prospective investors should make investment decisions only after they review the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by MFLP-REIT, and note that the investment decisions are made at their discretion and responsibility.
In addition, this document does not constitute an offer of securities in the U.S. The securities referred to above have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities referred to above may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.
3
Offering date. | ||
(8) | Payment period for | It shall be the same period of payment for deposit in securities as the |
deposit in securities | Domestic Primary Offering date. | |
(9) | Delivery and settlement | Wednesday, February 2, 2022 |
date |
- The offer price and other matters necessary for this secondary offering of investment units will be determined at the Board of Directors' Meeting to be held hereafter.
- The aforementioned items are subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Act.
(1) | Total number of units to | 1,620 units |
(2) | be offered | |
Amount to be paid-in | To be determined | |
(issue amount) | The Amount to be paid-in shall be determined at the Board of Directors' | |
Meeting held on the Issue Price Determination Date. The amount to be | ||
paid-in will be the same price as the Amount to be paid-in for the | ||
Domestic Primary Offering. | ||
(3) | Total amount to be paid- | To be determined |
(4) | in (total issue amount) | |
Allottee | The Domestic Underwriter | |
(5) | Unit of subscription | One (1) unit or more in multiples of one (1) unit |
(6) | Period for subscription | Tuesday, February 22, 2022 |
(Subscription period) | ||
(7) | ||
Payment date | Thursday, February 24, 2022 |
- If there are no subscriptions for the investment units during the period of subscription (Subscription period) noted in (6) above, the issuance of such Investment Units shall be cancelled.
- The amount to be paid-in (issue amount) and other matters necessary for this third-party allotment offering of units will be determined at the Board of Directors' Meeting to be held hereafter.
- The above items are subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Act.
Note: This document is a press release that is to be made publicly available regarding the issuance of new investment units and secondary offering of investment units by MFLP-REIT, and has not been prepared for the purpose of solicitation of investment. Prospective investors should make investment decisions only after they review the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by MFLP-REIT, and note that the investment decisions are made at their discretion and responsibility.
In addition, this document does not constitute an offer of securities in the U.S. The securities referred to above have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities referred to above may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.
4
1. Secondary Offering by Over-Allotment, etc.
Along with the Domestic Primary Offering described in "1. Issuance of new investment units through public offering" above as well as taking market demand and other factors into consideration, the Domestic Underwriter may offer (through over-allotment) the investment units borrowed from Mitsui Fudosan Co., Ltd. ("Borrowed Investment Units"), an investor in MFLP-REIT, with a maximum of 1,620 units.
The number of investment units offered through over-allotment represents the maximum number of units to be offered. It may be fewer depending upon market demand and other factors, or the offering through over- allotment may not take place at all.
In relation to the offering through over-allotment, for the purpose of having the Domestic Underwriter acquire the investment units necessary to repay the Borrowed Investment Units, MFLP-REIT has decided to issue 1,620 new investment units through the third-party allotment ("the Third-Party Allotment") on top of the Domestic Primary Offering, with the Domestic Underwriter being the allottee party, at the Board of Directors' Meeting on Tuesday, January 11, 2022 with Thursday, February 24, 2022 as the payment date.
The Domestic Underwriter, during the subscription period for the Domestic Primary Offering and the offering through over-allotment ("the Subscription Period"), may conduct a stabilizing transaction and allocate all or some of the investment units purchased through the above stabilizing transaction to repay the Borrowed Investment Units.
Moreover, the Domestic Underwriter may purchase these investment units on the TSE, as many units as they offer through over-allotment, between the day following the subscription period and Friday, February 18, 2022 (the "Syndicate Cover Transaction Period"). All investment units procured by the Domestic Underwriter through the syndicate cover transaction will be allocated to repay the Borrowed Investment Units. Even during the Syndicate Cover Transaction Period the Domestic Underwriter may, at its discretion, decide not to engage in any syndicate cover transaction or complete it with fewer units than offered through over-allotment.
The Domestic Underwriter may agree with the third-party allotment for the following number of units: the number of investment units offered through the over-allotment less the number of investment units to be allocated to repay the Borrowed Investment Units above in relation to the stabilizing transaction and the syndicate cover transaction.
As a result, subscription may not be made for all or some of the issued units in relation to the third-party allotment, and to the extent of this, the final number of the issuance may be reduced as a result of the loss of right or no issuance.
On the Issue Price Determination Date, it shall be determined whether the offering through over-allotment will be made, and how many investment units will be offered in the Secondary Offering. Where no offering is made through over-allotment, the Domestic Underwriter will not borrow the investment units from Mitsui Fudosan Co., Ltd. Thus, the Domestic Underwriter would not agree with the allotment in relation to the third-party allotment and would not subscribe either, and accordingly no issuance of the new investment units whatsoever would be made as a result of the loss of right. Besides, no syndicate cover transaction on the TSE would be conducted.
The Domestic Underwriter shall hold discussions with the joint global coordinators over the stabilizing transaction and syndicate cover transaction before actually conducting these arrangements.
Note: This document is a press release that is to be made publicly available regarding the issuance of new investment units and secondary offering of investment units by MFLP-REIT, and has not been prepared for the purpose of solicitation of investment. Prospective investors should make investment decisions only after they review the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by MFLP-REIT, and note that the investment decisions are made at their discretion and responsibility.
In addition, this document does not constitute an offer of securities in the U.S. The securities referred to above have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities referred to above may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.
5
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Mitsui Fudosan Logistics Park Inc. published this content on 11 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 January 2022 06:37:08 UTC.