August 18, 2021
For Immediate Release
Investment Corporation:
Daiwa House REIT Investment Corporation
2-4-8, Nagatacho, Chiyoda-ku, Tokyo
Toshiharu Asada, Executive Director
(TSE Code: 8984)
Asset Manager:
Daiwa House Asset Management Co., Ltd.
Koichi Tsuchida, President and CEO
Inquiries:
Yoshikazu Tamura, General Manager,
Fund Management Department, Daiwa House REIT Division
TEL: +81-3-3595-1265
Notice Concerning Issuance of New Investment Units and
Secondary Offering of Investment Units
Daiwa House REIT Investment Corporation ("DHR") hereby announces that a resolution was passed at a board of directors meeting held on August 18, 2021 to issue new investment units and conduct a secondary offering of investment units. The details are as follows.
1. Issuance of new investment units through offering
- Number of investment units to be offered
- Issue price (offer price)
115,000 units
Undetermined
The issue price (offer price) shall be determined at a meeting of the board of directors of DHR, by using the price calculated by multiplying the closing price in regular trading of the investment units of DHR (the "DHR investment units") on the Tokyo Stock Exchange, Inc., if the Pricing Date (as defined in (4) below) falls under any day between Wednesday, August 25, 2021 and Friday, August 27, 2021, on the Pricing Date (or when there is no closing price on that day, the closing price on the most recent day preceding that day) after deducting 5,243 yen as forecast distribution per unit (excluding forecast distribution in excess of earnings) and 807 yen as forecast distribution in excess of earnings per unit of the fiscal period ending August 31, 2021 by a factor between 0.90 and 1.00 (and rounding down to the nearest yen) as the provisional price, or, if the Pricing Date falls under either of Monday, August 30, 2021 or Tuesday, August 31, 2021, on the Pricing Date (or if there is no closing price on that day, the closing price on the most recent day preceding that day from which the forecast distribution per unit and forecast distribution in excess of earnings per unit are deducted, or the closing price on Monday, August 30, 2021 if the Pricing Date falls under Tuesday, August 31, 2021 with no closing price and there is a closing price on Monday, August 30, 2021) by a factor between 0.90 to 1.00 (and
Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities 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.
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rounding down to the nearest yen) as the provisional price, in accordance | |||
with the method stated in Article 25 of the Regulations Concerning | |||
Underwriting, etc. of Securities provided by the Japan Securities Dealers | |||
Association, and then taking demand conditions and other factors into | |||
account. | |||
(3) | Total issue price | Undetermined | |
(offer price) | |||
(4) | Amount to be paid in | Undetermined | |
(issue value) | The amount to be paid in (issue value) shall be determined at a meeting of | ||
the board of directors of DHR to be held on any day between Wednesday, | |||
August 25, 2021 and Tuesday, August 31, 2021 (the "Pricing Date"), in | |||
accordance with the method provided in Article 25 of the Rules Concerning | |||
Underwriting, Etc. of Securities set forth by the Japan Securities Dealers | |||
Association. | |||
(5) | Total amount to be | Undetermined | |
paid in (issue value) | |||
(6) | Method of offering | The units are being offered concurrently in Japan and overseas | |
1) | Japanese public offering | ||
The offering in Japan (the "Japanese Public Offering") shall comprise | |||
a public offering in which all investment units subject to the Japanese | |||
Public Offering shall be purchased and underwritten by Japanese | |||
underwriters of which certain Japanese underwriters are the joint lead | |||
managers (collectively referred to as the "Joint Lead Managers", and | |||
together with Japanese underwriter other than the Joint Lead Managers, | |||
the "Japanese Underwriters"). | |||
2) | International offering | ||
The international offering (the "International Offering") shall be | |||
an offering in markets outside of Japan, mainly in the United | |||
States, Europe and Asia. However, within the United States, the | |||
investment units will be offered only to qualified institutional | |||
buyers in reliance on Rule 144A under the U.S. Securities Act of | |||
1933, as amended. The total amount of all investment units subject | |||
to the International Offering shall be purchased and underwritten |
severally and not jointly by international managers (the "International Managers", and collectively with the Japanese Underwriters, the "Underwriters").
Furthermore, offerings under 1) and 2) above are expected to be comprised of 72,300 units in the Japanese Public Offering and 42,700 units in the International Offering, respectively. The final allocations will be determined on the Pricing Date, taking into account demand conditions, among other factors, to the extent that the total number of units to be offered will not exceed the upper limit of 115,000 units. The Japanese Public Offering, the International Offering and the secondary
Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities 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.
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offering through over-allotment stated in 2. below are led by the joint | ||
global coordinators (collectively referred to as the "Joint Global | ||
Coordinators"). | ||
(7) | Details of | The Underwriters shall pay the amount equivalent to the total amount to be |
underwriting | paid in (issue value) for the Japanese Public Offering and the International | |
agreement | Offering to DHR on the payment date stated in (10) below. The difference | |
between such amount and the total issue price (offer price) for the Japanese | ||
Public Offering and the International Offering shall be retained by the | ||
Underwriters. DHR shall pay no underwriting commission to the | ||
Underwriters. | ||
(8) | Subscription unit | 1 unit or more in multiples of 1 unit |
(9) | Subscription period | The subscription period shall be between the business day following the |
(Japanese Public | Pricing Date and the date that is two business days after the Pricing Date. | |
Offering) | ||
(10) | Payment date | The payment date shall be any day between Wednesday, September 1, 2021 |
and Monday, September 6, 2021. However, the payment date shall be | ||
Wednesday, September 1, 2021 if the Pricing Date is Wednesday, August | ||
25, 2021, or Thursday, August 26, 2021, the payment date shall be Thursday, | ||
September 2, 2021 if the Pricing Date is Friday, August 27, 2021, the | ||
payment date shall be Friday, September 3, 2021 if the Pricing Date is | ||
Monday, August 30, 2021, and the payment date shall be Monday, | ||
September 6, 2021 if the Pricing Date is Tuesday, August 31, 2021. | ||
(11) | Delivery date | The business day following the payment date stated in (10) above |
- The issue price (offer price), the amount to be paid in (issue value) and any other matters necessary for this issuance of new investment units shall be determined at a future meeting of the board of directors of DHR.
- The above items concerning the Japanese Public Offering shall be subject to the condition that the registration under the Financial Instruments and Exchange Act takes effect.
- The Japanese Underwriters plan to sell 2,000 units of the investment units of the Japanese Public Offering to Daiwa House Industry Co., Ltd. (the "Designated Party") as the purchaser designated by DHR. The Designated Party is a unitholder of DHR, as well as a shareholder of DHR's Asset Manager.
Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities 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.
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2. Secondary offering (secondary offering through over-allotment)
(1) | Seller and number of | A Japanese Underwriter 9,000 units |
investment units to be | The above number indicates the maximum number of investment units | |
sold | to be sold. The number may decrease, or the secondary offering through | |
over-allotment itself may not take place at all, depending on demand | ||
conditions for the Japanese Public Offering, among other factors. The | ||
number of investment units to be sold shall be determined at a meeting | ||
of the board of directors of DHR to be held on the Pricing Date, taking | ||
into account demand conditions for the Japanese Public Offering, | ||
among other factors. | ||
(2) | Selling price | Undetermined |
The selling price shall be determined on the Pricing Date. The selling | ||
price shall be the same as the issue price (offer price) for the Japanese | ||
Public Offering. | ||
(3) | Total selling price | Undetermined |
(4) | Offering method | Upon the Japanese Public Offering, a Japanese Underwriter, the |
bookrunner of the Japanese Public Offering, shall conduct a secondary | ||
offering of up to 9,000 units of DHR investment units which will be | ||
borrowed from the Designated Party taking into account demand | ||
conditions for the Japanese Public Offering, among other factors. | ||
(5) | Subscription unit | 1 unit or more in multiples of 1 unit |
(6) | Subscription period | The same as the subscription period as for the Japanese Public |
Offering | ||
(7) | Delivery date | The business day following the payment date for the Japanese |
Public Offering |
- The selling price and any other matters necessary for this secondary offering of investment units shall be determined at future meetings of the board of directors of DHR.
- The above items shall be subject to the conditions that the registration under the Financial Instruments and Exchange Act takes effect.
3. Issuance of new investment units through third-party allotment
- Number of investment units to be offered
- Amount to be paid in (issue value)
- Total amount to be paid in (issue value)
- Allottee and number of investment units to
9,000 units
Undetermined
The amount to be paid in (issue value) shall be determined at a meeting of the board of directors of DHR to be held on the Pricing Date. The amount to be paid in (issue value) shall be the same as the amount to be paid in (issue value) for the Japanese Public Offering.
Undetermined
A Japanese Underwriter 9,000 units
Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities 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.
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be allotted | ||
(5) | Subscription unit | 1 unit or more in multiples of 1 unit |
(6) | Subscription period | Monday, September 27, 2021 |
(subscription date) | ||
(7) | Payment date | Tuesday, September 28, 2021 |
- The DHR investment units not subscribed by the subscription period (subscription date) stated in
(6) above shall not be issued. - The amount to be paid in (issue value) and any other matters necessary for this issuance of new investment units shall be determined at future meetings of the board of directors of DHR.
- The above items shall be subject to the condition that the registration under the Financial Instruments and Exchange Act takes effect.
1. Secondary offering through over-allotment, etc.
In connection with the Japanese Public Offering, a Japanese Underwriter, the bookrunner of the Japanese Public Offering, may conduct a secondary offering through over-allotment of up to 9,000 units of DHR investment units which will be borrowed from the Designated Party, taking into account demand conditions, among other factors. The number of investment units to be sold in the secondary offering through over- allotment is planned to be 9,000 units; however, the number of investment units to be sold indicates the maximum number of investment units to be sold. The number may decrease, or the secondary offering through over-allotment itself may not take place at all, depending on demand conditions and other factors.
In connection with the secondary offering through over-allotment, DHR adopted a resolution at a meeting of the board of directors of DHR held on Wednesday, August 18, 2021 to conduct an issuance of new investment units through third-party allotment of 9,000 units of DHR investment units with a Japanese Underwriter as the allottee (the "Third-Party Allotment"), setting Tuesday, September 28, 2021 as the payment date, for the purpose of having the Japanese Underwriter acquire the DHR investment units necessary to return the DHR investment units which will be borrowed from the Designated Party. (the "Borrowed Investment Units").
In addition, during the period from the day following the date on which the subscription period for the Japanese Public Offering and secondary offering through over-allotment ends to Tuesday, September 21, 2021 (the "Syndicate Covering Transaction Period"), the Japanese Underwriter may purchase DHR investment units on the Tokyo Stock Exchange, Inc. up to the number of investment units of the secondary offering through over-allotment (the "Syndicate Covering Transactions") for the purpose of returning the Borrowed Investment Units. All DHR investment units that the Japanese Underwriter acquires through the Syndicate Covering Transactions will be used to return the Borrowed Investment Units. During the Syndicate Covering Transaction Period, the Japanese Underwriter may, at its discretion, not conduct the Syndicate Covering Transactions at all, or terminate the Syndicate Covering Transactions before the number of investment units reaches the number of investment units of the secondary offering through over-allotment.
Moreover, the Japanese Underwriter may conduct stabilizing transactions in conjunction with the Japanese Public Offering and secondary offering through over-allotment.
The DHR investment units acquired through the stabilizing transactions may, in whole or in part, be used to return the Borrowed Investment Units. The Japanese Underwriter plans to acquire DHR investment units by accepting the allotment of the Third-Party Allotment for the number of investment units corresponding to the number of investment units acquired through stabilizing transactions and the Syndicate Covering
Disclaimer: This announcement is prepared for the public disclosure of the issuance of new investment units and secondary offering of investment units of DHR and has not been prepared for the purpose of soliciting investment. This announcement does not constitute any offer of securities in the United States of America. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities 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.
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Daiwa House REIT Investment Corporation published this content on 18 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2021 06:33:07 UTC.