By January 8, 2013
For Immediate ReleaseAdvance Residence Investment Corporation (Securities Code: 3269)
3-26 Kanda Nishiki-cho, Chiyoda-ku, Tokyo
Kenji Kousaka, Executive Director
Asset Management Company:
AD Investment Management Co., Ltd.
Kenji Kousaka, President
Inquiries:
Tomoyuki Kimura, Director, General Manager Corporate Management Department TEL. +81-3-3518-0480
Notice Concerning Issuance of New Investment Units Through Public Offering and Secondary Distribution of Investment Units
Advance Residence Investment Corporation (ADR) announced the following resolution concerning the issuance of new investment units and secondary distribution of investment units passed at a meeting of its board of directors held today.
1. Primary Offering of New Investment Units (public offering)
(1) Total number of investment units to be offered
135,000 units
(2) Issue price (offering price) To be determined
The issue price (offering price) for the primary offering, the indicative price range being the closing price of the investment units of ADR (hereafter, ADR investment units) at Tokyo Stock Exchange, Inc. (TSE) on
one day between January 21, 2013 (Monday) and January 24, 2013 (Thursday) (hereafter, the "Issue Price
Finalization Day") (when there is no closing price on that day, the closing price on the most recent day preceding that day), subtracting the forecast dividend of ¥4,500 per unit and multiplied by a factor between 0.90 and 1.00 (rounded down to the nearest ¥1), shall be determined after taking into consideration the demand conditions and other factors into account.
(3) Paid-in amount (issue amount) To be determined
(The paid-in amount (issue amount) shall be determined at a meeting of the board of directors to be held on the Issue Price Finalization Day. The paid-in amount (issue amount) is the amount per ADR
investment unit that ADR is to receive from the underwriters indicated in (5) below as the payment for new investment units.)
(4) Total of the paid-in amount (issue amount) To be determined
(5) Offering method
The offering shall be a public offering in which all ADR investment units subject to the primary offering shall be underwritten by the following companies (hereafter, collectively referred to as the
"Underwriters"):
Mizuho Securities Co., Ltd.
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(above two companies are hereafter, collectively referred to as the "Joint Lead Managers") SMBC Nikko Securities Inc.
Nomura Securities Co., Ltd.
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Disclaimer: This document is a press release prepared for the sole purpose of making a public announcement on the issuance of new investment units and secondary distribution of investment units of Advance Residence Investment Corporation, and has not been prepared as an offer or a solicitation for investment. Before initiating investments, Advance Residence Investment Corporation asks that investors ensure they refer to the prospectus for the issuance of new investment units and secondary distribution of investment units and amendments thereto prepared by Advance Residence Investment Corporation (if such have been prepared) and that they undertake investment at their own discretion and responsibility.
Daiwa Securities Co., Ltd. Okasan Securities Co., Ltd. Tokai Tokyo Securities Co., Ltd.
(6) Underwriting agreement details
The Underwriters shall pay ADR the total issue amount on the payment date indicated in (10) below, and
the total difference between the issue price (offering price) and paid-in amount (issue amount) shall be the proceeds of the Underwriters. No underwriting fee shall be paid by ADR.
(7) Book building period
From January 16, 2013 (Wednesday) to the Issue Price Finalization Day
(8) Application unit
One unit or more in multiples of one unit
(9) Application period
From January 25, 2013 (Friday) to January 28, 2013 (Monday)
The above application period may be moved up in consideration of the demand conditions and other factors. In that case, the earliest that the application period may be moved up shall be January 22, 2013 (Tuesday) to January 23, 2013 (Wednesday).
(10) Payment deadline
February 1, 2013 (Friday)
(11) Delivery deadline
February 4, 2013 (Monday)
(12) The issue price (offering price), paid-in amount (issue amount) and other matters necessary for this issuance of new investment units shall be finalized at a future meeting of the board of directors of ADR. However, changes prior to official decisions shall be left to the discretion of the executive director.
(13) Each of the items above shall be subject to the condition that the Securities Registration Statement filed in accordance with the Financial Instruments and Exchange Law takes effect.
2. Secondary Distribution of Investment Units (Secondary Distribution Via Over-Allotment)
(1) Distributor
Mizuho Securities Co., Ltd.
(2) Number of investment units to be distributed
5,000 units
The secondary distribution via over-allotment shall be a secondary distribution by Mizuho Securities Co., Ltd. implemented separate from the primary offering. The distribution shall take into consideration the demand conditions and other factors of the primary offering. The above number of investment units to be distributed indicates the maximum number of investment units that can be distributed through the secondary distribution via over-allotment. This number may be reduced or the secondary distribution via over-allotment itself may not take place at all as a result of demand conditions and other factors.
(3) Distribution price
To be determined
(The distribution price shall be determined on the Issue Price Finalization Day. The distribution price shall be the same price as the issue price (offering price) of the primary offering.)
(4) Total distribution amount
To be determined
(5) Distribution method
Taking the demand conditions and other factors of the primary offering into consideration, Mizuho
Securities Co., Ltd. will borrow from ADR unitholders (ITOCHU Corporation) maximum of 5,000 ADR
investment units to implement a secondary distribution.
(6) Application unit
One unit or more in multiples of one unit
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Disclaimer: This document is a press release prepared for the sole purpose of making a public announcement on the issuance of new investment units and secondary distribution of investment units of Advance Residence Investment Corporation, and has not been prepared as an offer or a solicitation for investment. Before initiating investments, Advance Residence Investment Corporation asks that investors ensure they refer to the prospectus for the issuance of new investment units and secondary distribution of investment units and amendments thereto prepared by Advance Residence Investment Corporation (if such have been prepared) and that they undertake investment at their own discretion and responsibility.
(7) Application period
The application period shall be the same as the application period of the primary offering.
(8) Delivery deadline
February 4, 2013 (Monday)
(9) The distribution price and other matters necessary for this secondary distribution of investment units shall be finalized at a future meeting of the board of directors of ADR. However, changes prior to official decisions shall be left to the discretion of the executive director.
(10) Each of the items above shall be subject to the condition that the Securities Registration Statement filed in accordance with the Financial Instruments and Exchange Law takes effect.
3. Issuance of New Investment Units to be Offered by Way of Third-Party Allotment
(1) Number of investment units to be offered
5,000 units
(2) Allottee and number of units to be allotted
Mizuho Securities Co., Ltd.
5,000 units
(3) Paid-in amount (issue amount) To be determined
(To be determined on the Issue Price Finalization Day. Furthermore, the paid-in amount (issue amount)
shall be the same as the paid-in amount (issue amount) of the primary offering. )
(4) Total paid-in amount (issue amount) To be determined
(5) Application unit
One unit or more in multiples of one unit
(6) Application period (application deadline) February 26, 2013 (Tuesday)
(7) Payment deadline
February 27, 2013 (Wednesday)
(8) If there are no applications for all or a part of the investment units to be issued on or before the application period (by the application deadline) indicated in (6) above, the issue of such units shall be canceled.
(9) The paid-in amount (issue amount) and other matters necessary for this issuance of new investment units by way of third-party allotment shall be finalized at a future meeting of the board of directors of ADR.
(10) When the primary offering is canceled, this issuance of new investment units by way of third-party allotment shall also be canceled.
(11) Each of the items above shall be subject to the condition that the Securities Registration Statement filed in accordance with the Financial Instruments and Exchange Law takes effect.
1. About Secondary Distribution via Over-Allotment, etc.
(1) Upon the primary offering, Mizuho Securities Co., Ltd. may implement a secondary distribution of ADR investment units (a maximum of 5,000 units) that it shall borrow from ADR unitholder (ITOCHU Corporation) (hereafter, the "secondary distribution via over-allotment"). The number of investment units to be distributed through the secondary distribution via over-allotment indicates the maximum number of investment units that can be distributed. This number may be reduced or the secondary distribution via over-allotment itself may not take place at all as a result of demand conditions and other factors.
Upon the secondary distribution via over-allotment, ADR's board of directors passed a resolution at a meeting held on January 8, 2013 (Tuesday) to issue ADR investment units totaling 5,000 units through a third-party allotment with Mizuho Securities Co., Ltd. as the allottee (hereafter, the "third-party allotment") and February 27, 2013 (Wednesday) as the payment deadline for the purpose of Mizuho
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Disclaimer: This document is a press release prepared for the sole purpose of making a public announcement on the issuance of new investment units and secondary distribution of investment units of Advance Residence Investment Corporation, and has not been prepared as an offer or a solicitation for investment. Before initiating investments, Advance Residence Investment Corporation asks that investors ensure they refer to the prospectus for the issuance of new investment units and secondary distribution of investment units and amendments thereto prepared by Advance Residence Investment Corporation (if such have been prepared) and that they undertake investment at their own discretion and responsibility.
Securities Co., Ltd. acquiring the ADR investment units it requires to return the above-mentioned ADR investment units it has borrowed from ADR unitholder (ITOCHU Corporation) (hereafter, the "borrowed investment units").
The third-party allotment is an option ADR grants to Mizuho Securities Co., Ltd. (hereafter, the "green shoe option") with February 22, 2013 (Friday) set as the deadline for exercising the green shoe option.
(2) During the period from the day after the end date of the application period for the primary offering and secondary distribution via over-allotment to February 22, 2013 (Friday) (hereafter, the "syndicate cover transaction period"), there are instances where Mizuho Securities Co., Ltd. may acquire ADR investment units on the Tokyo Stock Exchange up to the number of investment units distributed through the secondary distribution via over-allotment (hereafter, the "syndicate cover transaction") for the purpose of returning the borrowed investment units. The ADR investment units that Mizuho Securities Co., Ltd. acquires in the syndicate cover transaction will all be allocated to returning the borrowed investment units. There may be cases during the syndicate cover transaction period where, at the discretion of Mizuho Securities Co., Ltd., no syndicate cover transaction is performed whatsoever or the syndicate cover transaction is ended even if the number of investment units acquired is less than the number of investment units of the secondary distribution via over-allotment.
(3) Mizuho Securities Co., Ltd. may conduct stabilizing transactions in correlation with the primary offering and secondary distribution via over-allotment. All or some of the ADR investment units acquired through said stabilizing transactions may be allocated to returning the borrowed investment units.
Mizuho Securities Co., Ltd. plans to agree to the third-party allotment by exercising the green shoe option to acquire ADR investment units for the number of investment units arrived at when the number of investment units from the syndicate cover transaction and stabilizing transactions to be allocated to returning borrowed investment units is subtracted from the number of investments units distributed in the secondary distribution via over-allotment. Accordingly, there are instances where an application will not be filed for all or part of the number of investment units issued in the third-party allotment, which would cause the number of investment units ultimately issued through the third-party allotment to decrease depending on the number of units for which there are applications or the issue itself to not take place at all as a result of the forfeiture.
Whether or not the secondary distribution via over-allotment will take place and the number of investment units to be distributed in the case that the secondary distribution via over-allotment takes place is determined on the Issue Price Finalization Day. If no secondary distribution via over-allotment is to take place, the above mentioned borrowing of ADR investment units from ADR unitholders by Mizuho Securities Co., Ltd. will not take place. Accordingly, no green shoe option will be granted to Mizuho Securities Co., Ltd., it will not agree to the third-party allotment and there will be no applications, which will mean there will be no issuance of new investment units by way of the third-party allotment at all as a result of the forfeiture. No syndicate cover transaction will be performed on the TSE either.
(4) Mizuho Securities Co., Ltd. shall consult with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd, regarding the transaction described above before it conducts the transaction.
2. Changes in Total Number of Investment Units Issued and Outstanding Due to This Issuance of New
Investment Units
Total number of investment units issued and outstanding at present .......................... 1,100,000 units
Increase in number of investment units due to issuance of new investment units through primary offering
....................................................................................................................................... 135,000 units
Total number of investment units issued and outstanding after issuance of new investment units through primary offering .......................................................................................................... 1,235,000 units
Increase in number of investment units due to issuance of new investment units by way of third-party allotment ............................................................................................................................ 5,000 units (Note)
Total number of investment units issued and outstanding after issuance of new investment units by way of third-party allotment ................................................................................................... 1,240,000 units (Note)
(Note) When all new investment units by way of the third-party allotment are issued.
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Disclaimer: This document is a press release prepared for the sole purpose of making a public announcement on the issuance of new investment units and secondary distribution of investment units of Advance Residence Investment Corporation, and has not been prepared as an offer or a solicitation for investment. Before initiating investments, Advance Residence Investment Corporation asks that investors ensure they refer to the prospectus for the issuance of new investment units and secondary distribution of investment units and amendments thereto prepared by Advance Residence Investment Corporation (if such have been prepared) and that they undertake investment at their own discretion and responsibility.
3. Purpose and Reason for Issuance
Considerations made, while also paying heed to ADR's LTV level (the ratio of interest-bearing liabilities), levels of net income per investment unit, dividend per unit level and other factors, led to the decision to issue new investment units for the purpose of enhancing the revenue-generating capacity of the portfolio through new acquisition of specified assets (refers to the assets listed in Article 2, Paragraph 1 of the Investment Trusts and Investment Corporations Law; the same hereafter).
4. Amount, Use and Schedule of Expenditure of Procured Funds
(1) Amount of Procured Funds (Estimated Net Proceeds)
¥ 22,152,900,000 (at maximum)
(Note 1) The sum total amount of ¥21,361,725,000 in estimated proceeds from the primary offering and ¥791,175,000 in estimated maximum proceeds from the issuance of new investment units by way of the third-party allotment is shown.
(Note 2) The above amount is the estimated amount calculated based on the closing price on the TSE as of December 19, 2012
(Wednesday).
(2) Specific Use and Schedule of Expenditure of Procured Funds
The procured funds will be used to fund the acquisition of the specified assets that ADR is scheduled to acquire (details are outlined in the "Notice Concerning Acquisition of Investment Assets (RESIDIA Meguro III and 11 other properties)" dated today.)
5. Designation of Distribution Recipients
Not applicable.
6. Future Prospects
Future prospects are as presented in the "Notice Concerning Revision of Management Performance Forecasts for Sixth Fiscal Period and Management Performance Forecasts for Seventh Fiscal Period" dated today.
7. Management Performance and Equity Financing Over Past Two Fiscal Periods
(1) Management Performance Over Past Three Fiscal Periods
