June 15, 2022
For Immediate Release
REIT Securities Issuer
Hoshino Resorts REIT, Inc.
Representative: Kenji Akimoto, Executive Director
(Code: 3287)
Asset Management Company
Hoshino Resort Asset Management Co., Ltd.
Representative: Kenji Akimoto, President & CEO
Contact: Takahiro Kabuki, Director & CFO
TEL: +81-3-5159-6338
Notice Concerning Issuance of New Investment Units
and Secondary Offering of Investment Units
Pleased be informed that Hoshino Resorts REIT Inc. (hereinafter referred to as "HRR") passed a resolution concerning the issuance of new Investment Units and secondary offering of the investment units at a meeting of HRR's Board of Directors held on June 15, 2022 as follows.
1. Issuance of New Investment Units through Public Offering (Public Offering)
(1) | Number of Investment | 10,670 units |
Units offered | ||
(2) | Paid-in amount | To be determined |
(Issue value) | The paid-in amount shall be decided at a meeting of HRR's Board of | |
Directors to be held on any date between June 21, 2022 (Tuesday) and | ||
June 23, 2022 (Thursday) (hereinafter referred to as the "Issue Price | ||
Determination Date") in accordance with the method prescribed in | ||
Article 25 of the Ordinance on Underwriting of Securities, etc. | ||
established by the Japan Securities Dealers Association. | ||
(3) | Total paid-in amount | To be determined |
(Total issue value) | ||
(4) | Issue price | To be determined |
(Offer price) | The Issue Price (Offer Price) shall be determined on the Issue Price | |
Determination Date, taking into consideration demand conditions, etc., | ||
based on the provisional condition of the price (rounding down to the | ||
nearest 1 yen) obtained by multiplying the closing price (if there is no | ||
closing price on the day, the closing price on the day immediately | ||
preceding the day) of the ordinary transaction of HRR's Investment | ||
Units (hereinafter referred to as "Investment Units") at the Tokyo Stock | ||
Exchange, Inc. on the Issue Price Determination Date by 0.90 ~ 1.00, in | ||
accordance with the method prescribed in Article 25 of the Ordinance | ||
on Underwriting of Securities, etc. established by the Japan Securities | ||
Dealers Association. | ||
(5) | Total issue price | To be determined |
(Total offer price) | ||
(6) | Method of offering | Issued securities shall be publicly offered, and all Investment Units shall |
be purchased and underwritten by an underwriting syndicate | ||
(hereinafter collectively referred to as "Underwriters") with Nomura | ||
Securities Co., Ltd. and SMBC Nikko Securities Inc. as joint lead | ||
managers. Nomura Securities Co., Ltd. is the sole bookrunner for the | ||
Public Offering. | ||
Note: | This press release is for the purpose of publicly announcing the issuance of new Investment Units and Secondary | |
Offering of the Investment Units by HRR and has not been prepared for the purpose of solicitation of investments. |
When making an investment, please ensure to read the prospectus for the issuance of new investment unis and Secondary Offering of investment units prepared by HRR and any amendments thereto. Any investments should be made based on your own assessment and at your own risk.
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(7) | Details of the underwriting | The Underwriters shall pay to HRR the same amount as the total paid- |
agreement | in amount (total issue value) in the Public Offering on the due date of | |
payment set forth in (11) below, and the difference from the total issue | ||
price (total offer price) shall be the proceeds of the Underwriters. HRR | ||
shall not pay underwriting fees to the Underwriters. | ||
(8) | Offering unit | One unit or more in increments of one unit |
(9) | Offering period | Business day following the Issue Price Determination Date |
(10) | Payment period of | From the business day following the Issue Price Determination Date to |
application money | the date two business days following the Issue Price Determination | |
Date | ||
(11) | Due date of payment | At any day between June 27, 2022 (Monday) and June 29, 2022 |
(Wednesday). However, date of payment shall be a date four business | ||
days after the Issue Price Determination Date. | ||
(12) | Delivery date | The delivery date shall be the business day following the due date of |
payment stated in (11) above. |
- The Paid-in amount (Issue value), Issue Price (Offer Price) and other matters necessary for the issuance of the new Investment Units shall be determined at a meeting of HRR's Board of Directors held in the future.
- Each of the above items shall be subject to the effectuation of the notification under the Financial Instruments and Exchange Act.
- The Underwriters schedule to sell 376 units of the Investment Units in the Public Offering to Hoshino Resorts Holdings Inc., (hereinafter referred to the "Designated Party"), which is the parent company of the shareholders of Hoshino Resort Asset Management Co., Ltd., to which HRR entrusts the business related to asset management, as the purchaser designated by HRR.
2. Secondary offering of Investment Units (secondary offering by way of over-allotment) (Please refer to < Reference > 1 below.)
(1) | Number of Investment | 533 units |
Units to be offered | The number of Investment Units to be offered indicates the upper limit. | |
The number may decrease due to demand for the Public Offering, etc., | ||
and the Secondary Offering by Over-Allotment may not be conducted | ||
at all. The number of Investment Units to be offered shall be determined | ||
at a meeting of HRR's Board of Directors held on the Issue Price | ||
Determination Date, taking into account demand for the Public Offering | ||
and other factors. | ||
(2) | Seller | Nomura Securities Co., Ltd. |
(3) | Selling Price | To be determined |
To be decided on the Issue Price Determination Date The Selling Price | ||
shall be the same as the Issue Price (Offer Price) in the Public Offering. | ||
(4) | Total Selling Price | To be determined |
(5) | Method of offering | In the Public Offering, Nomura Securities Co., Ltd., the administrative |
lead manager for the Public Offering, will conduct a Secondary Offering | ||
of the Investment Units to be borrowed from the unitholders of HRR up | ||
to 533 units, taking into account demand conditions and other factors. | ||
(6) | Offering unit | One unit or more in increments of one unit |
(7) | Offering period | The offering period shall be the same as the offering period in the Public |
Offering. | ||
(8) | Payment period of | The payment period shall be the same as the payment period of the |
application money | application money in the Public Offering. | |
(9) | Delivery date | The delivery date shall be the same as the delivery date in the Public |
Offering. |
- The Selling Price and other matters necessary for the Secondary Offering of the Investment Units shall be determined at a meeting of HRR's Board of Directors held in the future.
Note: | This press release is for the purpose of publicly announcing the issuance of new Investment Units and Secondary |
Offering of the Investment Units by HRR and has not been prepared for the purpose of solicitation of investments. | |
When making an investment, please ensure to read the prospectus for the issuance of new investment unis and | |
Secondary Offering of investment units prepared by HRR and any amendments thereto. Any investments should | |
be made based on your own assessment and at your own risk. | |
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- Each of the above items shall be subject to the effectuation of the notification under the Financial Instruments and Exchange Act.
3. Issuance of new Investment Units by way of Third-party Allotment (Please refer to < Reference > 1. below.)
- Number of Investment 533 units Units offered
(2) | Paid-in amount | To be determined |
(Issue value) | The paid-in amount shall be determined at a meeting of HRR's Board of | |
Directors to be held on the Issue Price Determination Date. The paid-in | ||
amount (Issue value) shall be the same as the paid-in amount (Issue | ||
value) in the Public Offering. | ||
(3) | Total paid-in amount | To be determined |
(Total issue value) | ||
(4) | Allottee | Nomura Securities Co., Ltd. |
(5) | Offering unit | One unit or more in increments of one unit |
(6) | Offering period | July 25, 2022 (Monday) |
(Application deadline) | ||
(7) | Due date of payment | July 26, 2022 (Tuesday) |
- Issuance shall be cancelled for the Investment Units for which no application has been made by the offering period (application deadline) described in (6) above.
- The paid-in amount (Issue value) and other matters necessary for the issuance of the new Investment Units shall be determined at a meeting of HRR's Board of Directors held in the future.
- Each of the above items shall be subject to the effectuation of the notification under the Financial Instruments and Exchange Act.
< Reference >
1. Secondary Offering by way of Over-Allotment, etc.
The Secondary Offering by way of the Over-Allotment is a Secondary Offering of the Investment Units that Nomura Securities Co., Ltd., the administrative lead manager for the Public Offering, borrows from the unitholders of HRR up to 533 units, taking into consideration demand and other factors, in the Public Offering. The number of Investment Units to be offered in the Secondary Offering by way of the Over-Allotment is planned to be 533 units, and the number of Investment Units for the Secondary Offering is the maximum number of Investment Units for the Secondary Offering. Therefore it may decrease due to demand conditions, etc., and the Secondary Offering by way of the Over-Allotment may not be conducted at all.
In connection with the Secondary Offering by way of the Over-Allotment, in order for Nomura Securities Co., Ltd. to have Nomura Securities Co., Ltd. acquire the Investment Units necessary for the return of the Investment Units borrowed from the unitholders of HRR (hereinafter referred to as the "Borrowed Investment Units"), HRR's Board of Directors resolved at its meeting held on Wednesday, June 15, 2022 to issue new Investment Units through the Third-Party Allotment (hereinafter referred to the "Third-Party Allotment") of 533 Investment Units to be allotted to Nomura Securities Co., Ltd., with Tuesday, July 26, 2022 as the due date of payment.
In addition, Nomura Securities Co., Ltd. may purchase the Investment Units up to the number of units pertaining to the Secondary Offering by way of the Over-Allotment (hereinafter referred to as the "Syndicate Cover Transaction") at Tokyo Stock Exchange, Inc. for the purpose of returning the borrowed Investment Units during the period from the day following the offering period for the Public Offering and the Secondary Offering by way of the Over-Allotment until July 20, 2022 (Wednesday) (hereinafter referred to as the "Syndicate Cover Transaction Period"). All of the Investment Units acquired by Nomura Securities Co., Ltd. through the Syndicate Cover Transaction will be used for the return of the Borrowed Investment Units. During the Syndicate Cover Transaction Period, Nomura Securities Co., Ltd. may decide not to conduct the Syndicate Cover Transaction at all or terminate the Syndicate Cover Transaction at a number of units less than the number of units pertaining to
Note: | This press release is for the purpose of publicly announcing the issuance of new Investment Units and Secondary |
Offering of the Investment Units by HRR and has not been prepared for the purpose of solicitation of investments. | |
When making an investment, please ensure to read the prospectus for the issuance of new investment unis and | |
Secondary Offering of investment units prepared by HRR and any amendments thereto. Any investments should | |
be made based on your own assessment and at your own risk. | |
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the Secondary Offering by way of the Over-Allotment.
Moreover, Nomura Securities Co., Ltd. may conduct stabilizing transactions accompanying the Public Offering and the Secondary Offering by way of the Over-Allotment, and all or part of the Investment Units acquired through such stabilizing transactions may be used to return the Borrowed Investment Units.
Nomura Securities Co., Ltd. plans to acquire the Investment Units in accordance with the allotment under the Third-Party Allotment, with respect to the number of units obtained by subtracting the number of units to be acquired through stabilizing transactions and the Syndicate Cover Transaction and to be appropriated for the return of the Borrowed Investment Units from the number of units relating to the Secondary Offering by way of the Over-Allotment. Therefore, applications may not be made for all or part of the number of Investment Units to be issued in the Third-Party Allotment, and as a result, the final number of Investment Units to be issued in the Third-Party Allotment may be reduced to that extent due to forfeiture, and the issuance may not be made at all.
2. Changes in the total number of Investment Units issued through this issuance of new Investment Units
Total number of Investment Units issued and outstanding at present | 244,355 units | |
Increase in number of Investment Units due to issuance of new | ||
Investment Units through Public Offering | 10,670 units | |
Total number of Investment Units issued and outstanding after | ||
the issuance of new Investment Units through Public Offering | 255,025 units | |
Increase in number of Investment Units due to the Third-Party Allotment | 533 units | (Note) |
Total number of Investment Units issued after the Third-Party Allotment | 255,558 units | (Note) |
(Note) Nomura Securities Co., Ltd. has applied for the total number of Investment Units to be issued in the Third- Party Allotment, and the number of units when issued is shown.
3. Purpose of and Reason for Issuance
With the aim of improving the stability of earnings through the acquisition of "HOSHINOYA Okinawa" (hereinafter referred to as the "Assets to be Acquired"), a new Specified Asset (as defined in Article 2, Paragraph 1 of the Act on Investment Trusts and Investment Corporations), we have decided to issue new Investment Units as a result of a review of market trends, the level of distributions per unit, and other factors.
4. Amount, use and timing of expenditure of funds to be procured
- Amount of funds to be procured (estimated net proceeds)
7,196,739,982 yen (maximum)
(Note) The total amount of the proceeds from the Public Offering of 6,854,343,980 yen and the upper limit of the proceeds from the issuance of new Investment Units by way of the Third-Party Allotment of 342,396,002 yen is shown. The above amount is estimated based on the closing price of the ordinary trading of the Investment Units on the Tokyo Stock Exchange, Inc. as of Wednesday, May 25, 2022.
-
Specific use and scheduled timing of disbursement of funds to be procured
The net proceeds of 6,854,343,980 yen from the Public Offering shall be used for the acquisition of the Assets to be Acquired and related expenses described in the "Notice Concerning Acquisition and Lease of Domestic Real Estate (HOSHINOYA Okinawa (77.47% co-ownership))" dated today, and in the event of any residual proceeds, the proceeds will be used as cash on hand along with the maximum amount of 342,396,002 yen by the issuance of new Investment Units by way of the Third-Party Allotment resolved on the same date as the Public Offering, and will be deposited with financial institutions until disbursement, and will be used as part of the funds for the acquisition of the Specified Assets in the future or as part of the funds for repayment of the loans.
Note: | This press release is for the purpose of publicly announcing the issuance of new Investment Units and Secondary |
Offering of the Investment Units by HRR and has not been prepared for the purpose of solicitation of investments. | |
When making an investment, please ensure to read the prospectus for the issuance of new investment unis and | |
Secondary Offering of investment units prepared by HRR and any amendments thereto. Any investments should | |
be made based on your own assessment and at your own risk. | |
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- Designation of allocated party
As the purchaser designated by HRR, the underwriters plan to sell 376 units of the Investment Units in the Public Offering to the designated party . - Future Outlook
Please refer to the "(REIT) Financial Report for Fiscal Period Ended April 2022 " announced today. - Investment status and equity financing for the last three business periods
- Investment status for the last three business periods
Fiscal period | Fiscal period | Fiscal period | |
ended October | ended April 2022 | ||
ended April 2021 | |||
2021 | (18th FP) | ||
(16th FP) | |||
(17th FP) | (Note 4) | ||
Net income per unit (Note 1) | 6,608 yen | 6,284 yen | 7,282 yen |
Distribution per unit (Note 2) | 6,406 yen | 6,344 yen | 7,195 yen |
Profit distribution per unit | 6,406 yen | 6,344 yen | 7,195 yen |
Distributions in excess of earnings per | - | - | - |
unit | |||
Actual payout ratio | 96.9% | 101.2% | 99.8% |
Net assets per unit | 469,679 yen | 471,885 yen | 487,107 yen |
(Note 1) Net income per unit is calculated by dividing net income by the number of day-weighted average Investment Units.
(Note 2) Distributions per unit are calculated by dividing the distributions (For the fiscal period ending April 2021, unappropriated retained earnings for the current period less transfer to reserve for reduction entry of 44, 746 thousand yen; for the fiscal period ending October,2021, unappropriated retained earnings for the current period plus reversal of reserve for reduction entry of 16,396 thousand yen; and for the fiscal period ending April 2022, unappropriated retained earnings for the current period plus reversal of reserve for reduction entry of 287 thousand yen) by the number of Investment Units issued and outstanding as of the end of the period.
(Note 3) Actual payout ratio is calculated using the following formula (figures are rounded to the first decimal place).
Actual payout ratio = distributions per unit (excluding distributions in excess of earnings) ÷ net income per unit × 100
(Note 4) As of today, figures for the fiscal period ended April 2022 have not been audited by an audit corporation in accordance with Article 193, Paragraph 2, Paragraph 1 of the Financial Instruments and Exchange Act.
Note: | This press release is for the purpose of publicly announcing the issuance of new Investment Units and Secondary |
Offering of the Investment Units by HRR and has not been prepared for the purpose of solicitation of investments. | |
When making an investment, please ensure to read the prospectus for the issuance of new investment unis and | |
Secondary Offering of investment units prepared by HRR and any amendments thereto. Any investments should | |
be made based on your own assessment and at your own risk. | |
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