This English translation is provided for information purposes only. If any discrepancy is identified between this translation and the Japanese original, the Japanese original shall prevail.
June 24, 2024
REIT Issuer:
Japan Hotel REIT Investment Corporation (TSE code: 8985)
Kaname Masuda, Executive Director
Asset Management Company:
Japan Hotel REIT Advisors Co., Ltd.
Hiroyuki Aoki, President and CEO
Contact:
Makoto Hanamura
Director of the Board, Managing Director
Head of Finance and Planning Division
TEL: +81-3-6422-0530
Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment Units
Japan Hotel REIT Investment Corporation (hereinafter called "JHR") informs you that JHR has resolved at the Board of Directors meeting today to issue new investment units and conduct a secondary offering as follows:
1. Issuance of new investment units through public offering
(1) | Number of investment | 451,641 investment units of JHR ("JHR investment units") in total of (i) and (ii) |
units to be offered: | below: | |
(i) 418,182 JHR investment units to be underwritten and purchased by the | ||
Japanese Joint Lead Managers and the Overseas Underwriters in the | ||
Domestic Public Offering and the Overseas Offering as described in (6)(i) | ||
and (ii) below. | ||
(ii) 33,459 JHR investment units, the maximum number of JHR investment | ||
units to be additionally issued subject to an option granted to the Overseas | ||
Underwriters in the Overseas Offering as described in (6)(ii) below. | ||
(2) | Issue price | To be determined |
(Offer price): | The issue price (offer price) shall be determined 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 based on the provisional | ||
pricing obtained by the closing price of JHR investment units for ordinary | ||
trading on Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") on any | ||
day between June 27, 2024 (Thursday) and July 1, 2024 (Monday) (the "Pricing | ||
Date") (when there is no closing price on the Pricing Date, the closing price on | ||
the immediately preceding day) multiplied by a range between 0.90 and 1.00 | ||
(with any fractions of one yen rounded down to the nearest 1 yen), while taking | ||
into consideration the level of demand and other factors. | ||
(3) | Total issue price | To be determined |
(Offer price): | ||
(4) | Paid-in amount | To be determined |
(Issue value): | The paid-in amount (issue value) shall be determined on 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. Please note that the paid-in amount (issue value) refers to the | ||
amount per JHR investment unit that JHR is to receive as the amount paid in for | ||
new JHR investment units. | ||
(5) | Total paid-in amount | To be determined |
(Issue value): |
Note: This document is intended to serve as a press release to make available information regarding the issuance of new investment units and secondary offering of investment units of JHR. The document should not be considered as an offer to sell or a solicitation of an offer to purchase any investment unit or other investment of JHR. Prospective investors are advised to make any investment decision at their own risk and responsibility.
This document does not constitute an offer of securities in the United States. Securities may not be offered or sold in the United States without registration or an exemption from registration under the United States Securities Act. of 1933 (as amended). Any public offering of securities to be made in the United States will be made by means of an English language prospectus prepared in accordance with the U.S. Securities Act of 1933 that may be obtained from the issuer or distributor of the security and that will contain detailed information about the issuer and its management as well as its financial statements. However, the securities referred to above will not be publicly offered or sold in the United States.
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(6) | Offering method: | Simultaneously offered in Japan and overseas (collectively referred to as the |
"Global Offerings", together with the secondary offering through over-allotment | ||
described in "2. Secondary offering (Secondary offering through over- | ||
allotment)" below). Certain underwriters will act as joint global coordinators | ||
(collectively referred to as the "Joint Global Coordinators") for the Global | ||
Offerings. | ||
(i) Domestic Public Offering | ||
The offering in Japan (the "Domestic Public Offering") shall be a public | ||
offering in which all investments units subject to the Domestic Public | ||
Offering shall be purchased and underwritten by certain japanese joint lead | ||
managers (collectively referred to as the "Japanese Joint Lead Managers "). | ||
(ii) Overseas Offering | ||
The offering overseas (the "Overseas Offering" and collectively referred to, | ||
together with the Domestic Public Offering, as the "Offering") shall be | ||
offered in overseas markets mainly in the U.S., Europe and Asia (provided, | ||
however, that the offering in the U.S. market shall be restricted to qualified | ||
institutional buyers pursuant to Rule 144A under the U.S. Securities Act of | ||
1933) in which all investment units subject to the Overseas Offering shall be | ||
purchased and underwritten severally and not jointly in the total amount by | ||
overseas underwriters as joint lead managers and joint bookrunners (the | ||
"Overseas Underwriters" and collectively referred to, together with the | ||
Japanese Joint Lead Managers, as the "Underwriters"). In addition, the | ||
option to purchase additionally issued JHR investment units described in | ||
(1)(ii) above shall be granted to the Overseas Underwriters. | ||
(iii)The total number of units to be offered in the Offering shall be 451,641 units, | ||
consisting of 221,641 units expected to be offered through the Domestic | ||
Public Offering and 230,000 units expected to be offered through the | ||
Overseas Offering (of which, 196,541 units will be purchased by the | ||
Overseas Underwriters and 33,459 units subject to the option to purchase | ||
additionally issued JHR investment units to be granted to the Overseas | ||
Underwriters). However, the final allocation of the JHR investment units to | ||
be offered shall be determined on the Pricing Date taking into consideration | ||
the level of demand and other factors. | ||
(7) | Underwriting agreement | The Underwriters shall purchase and underwrite the JHR investment units at the |
details: | paid-in amount (issue value) determined on the Pricing Date, and conduct the | |
Offering at an amount (at the issue price (offer price)) that differs from the paid- | ||
in amount (issue value). JHR shall not pay an underwriting fee to the | ||
Underwriters. However, the Underwriters shall pay the total paid-in amount | ||
(issue value) to JHR on the payment date stated in (11) below, and the difference | ||
between the total issue price (offer price) and total paid-in amount (issue value) | ||
of the Offering shall be the proceeds of the Underwriters. | ||
(8) | Subscription unit: | 1 unit or more in multiples of 1 unit |
(9) | Subscription period | The business day immediately following the Pricing Date |
(Domestic Public | ||
Offering): | ||
(10) Payment period of deposit | From the business day immediately following the Pricing Date to the second | |
for subscription: | business day following the Pricing Date | |
(11) | Payment date: | The payment date shall be any day between July 3, 2024 (Wednesday) and July |
5, 2024 (Friday). However, the date shall be four business days after the Pricing | ||
Date. | ||
(12) | Transfer date: | The transfer date shall be the business day immediately following the payment |
date. |
Note: This document is intended to serve as a press release to make available information regarding the issuance of new investment units and secondary offering of investment units of JHR. The document should not be considered as an offer to sell or a solicitation of an offer to purchase any investment unit or other investment of JHR. Prospective investors are advised to make any investment decision at their own risk and responsibility.
This document does not constitute an offer of securities in the United States. Securities may not be offered or sold in the United States without registration or an exemption from registration under the United States Securities Act. of 1933 (as amended). Any public offering of securities to be made in the United States will be made by means of an English language prospectus prepared in accordance with the U.S. Securities Act of 1933 that may be obtained from the issuer or distributor of the security and that will contain detailed information about the issuer and its management as well as its financial statements. However, the securities referred to above will not be publicly offered or sold in the United States.
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- The issue price (offer price), the paid-in amount (issue value), the ultimate breakdown of the number of investment units (the number of investment units to be underwritten and purchased, as described in (1)(i) above and the number of investment units to be additionally issued pursuant to the option, as described in (1)(ii) above) for the Domestic Public Offering and for the Overseas Offering, and any other matter required for the issuance of the new JHR investment units shall be determined at a future meeting of JHR's Board of Directors.
- Each of the matters regarding the Domestic Public Offering above shall be subject to the condition that the securities registration statement filed in accordance with the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (the "FIEA") takes effect.
(1) | Number of investment | 8,359 units |
units to be sold: | The number of investment units to be sold above indicates the maximum number | |
of investment units of the secondary offering through over-allotment. There may | ||
be cases where the number is reduced or the secondary offering through over- | ||
allotment itself does not take place at all depending on the demand conditions | ||
and other factors. The number of investment units to be sold shall be determined | ||
on the Pricing Date, taking into account the demand conditions and other factors | ||
in the Domestic Public Offering. | ||
(2) | Seller: | A Domestic Underwriter |
(3) | Selling price: | To be determined |
The selling price shall be determined on the Pricing Date. The selling price shall | ||
be the same as the issue price (offer price) of the Domestic Public Offering. | ||
(4) | Total selling price: | To be determined |
(5) | Offering method: | Upon the Domestic Public Offering, taking into account the demand conditions |
and other factors of the Domestic Public Offering, the Domestic Underwriter | ||
shall conduct, separate from the Domestic Public Offering, a domestic secondary | ||
offering of the JHR investment units to be borrowed from Rise Synergy | ||
Investments Limited (*) and Japan Hotel REIT Advisors Co., Ltd. ("JHRA") | ||
with 8,359 units set as the maximum number (the "Borrowed Investment | ||
Units"). | ||
(6) | Subscription unit: | 1 unit or more in multiples of 1 unit |
(7) | Subscription period: | The subscription period shall be the same as the subscription period of the |
Domestic Public Offering. | ||
(8) | Payment period of deposit | The payment period of deposit for subscription shall be the same as the payment |
for subscription: | period of deposit for subscription of the Domestic Public Offering. | |
(9) | Transfer date: | The transfer date shall be the same as the transfer date of the Domestic Public |
Offering. |
- When the Domestic Public Offering is suspended, the secondary offering through over-allotment shall also be suspended.
- The number of investment units to be sold, selling price and other matters necessary for this secondary offering of investment units shall be determined at a future meeting of JHR's Board of Directors.
- Each of the provisions above shall be subject to the condition that the securities registration statement filed in accordance with the FIEA takes effect.
- Rise Synergy Investments Limited is a corporation belonging to SC Capital Partners Group, which is the main sponsor of JHRA.
(1) | Number of investment | 8,359 units |
units to be offered: | ||
(2) | Paid-in amount | To be determined |
(Issue value): | The paid-in amount (issue value) shall be determined on the Pricing Date. The | |
paid-in amount (issue value) shall be the same as the paid-in amount (issue | ||
value) of the Domestic Public Offering. |
Note: This document is intended to serve as a press release to make available information regarding the issuance of new investment units and secondary offering of investment units of JHR. The document should not be considered as an offer to sell or a solicitation of an offer to purchase any investment unit or other investment of JHR. Prospective investors are advised to make any investment decision at their own risk and responsibility.
This document does not constitute an offer of securities in the United States. Securities may not be offered or sold in the United States without registration or an exemption from registration under the United States Securities Act. of 1933 (as amended). Any public offering of securities to be made in the United States will be made by means of an English language prospectus prepared in accordance with the U.S. Securities Act of 1933 that may be obtained from the issuer or distributor of the security and that will contain detailed information about the issuer and its management as well as its financial statements. However, the securities referred to above will not be publicly offered or sold in the United States.
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(3) | Total paid-in amount | To be determined |
(Issue value): | ||
(4) | Allottee and number of | A Domestic Underwriter: 8,359 units |
investment units to be | ||
allotted: | ||
(5) | Subscription units: | 1 unit or more in multiples of 1 unit |
(6) | Subscription period | July 29, 2024 (Monday) |
(Subscription date): | ||
(7) | Payment date: | July 30, 2024 (Tuesday) |
- If some or all of the investment units are not subscribed for by the end of the subscription period (subscription date) stated in (6) above, the issuance of those investment units not subscribed for shall be canceled.
- The paid-in amount (issue value) and other matters necessary for this issuance of new investment units by way of third-party allotment (the "Third-party Allotment") shall be determined at a future meeting of JHR's Board of Directors.
- When the Domestic Public Offering is suspended, the issuance of new investment units by way of the Third- party Allotment shall also be suspended.
- Each of the provisions above shall be subject to the condition that the securities registration statement filed in accordance with the FIEA takes effect.
1. Secondary offering through over-allotment, etc.
Upon the Domestic Public Offering, taking into account the demand conditions and other factors of the Domestic Public Offering, there may be cases where a Domestic Underwriter conducts a secondary offering of the JHR investment units that is to be borrowed from Rise Synergy Investments Limited and JHRA with 8,359 units set as the maximum number (secondary offering through over-allotment). The number of investment units scheduled for the secondary offering through over-allotment is the maximum number of investment units of the secondary offering through over-allotment. There may be cases where the number is reduced or the secondary offering through over- allotment itself does not take place at all depending on the demand conditions and other factors.
In relation to the secondary offering through over-allotment, JHR has resolved at JHR's Board of Directors' meeting, held on June 24, 2024 (Monday), to issue new investment units by way of the Third-party Allotment for 8,359 units of the JHR investment units to the Domestic Underwriter as the allottee and with July 30, 2024 (Tuesday) as the payment date in order for the Domestic Underwriter to acquire the JHR investment units necessary to return the Borrowed Investment Units.
In order to return the Borrowed Investment Units, there may be cases where the Domestic Underwriter also purchases the JHR investment units up to the number of investment units of the secondary offering through over-allotment on the Tokyo Stock Exchange, Inc. (hereinafter called the "Syndicate Cover Transaction") during the period from the day immediately following the subscription period of the Domestic Public Offering and secondary offering through over- allotment until July 26, 2024 (Friday) (hereinafter called the "Syndicate Cover Transaction Period"). All of the JHR investment units purchased by the Domestic Underwriter through the Syndicate Cover Transaction will be used to return the Borrowed Investment Units. During the Syndicate Cover Transaction Period, there may be cases where the Domestic Underwriter does not conduct the Syndicate Cover Transaction at all or completes the Syndicate Cover Transaction with a number of investment units that is less than the number of investment units of the secondary offering through over-allotment, at its own discretion.
Furthermore, the Domestic Underwriter may conduct a stabilizing transaction in relation to the Domestic Public Offering and secondary offering through over-allotment. All or a part of the JHR investment units purchased through such stabilizing transaction may be used to return the Borrowed Investment Units. The Domestic Underwriter may also transfer to the Overseas Underwriters the whole or part of the JHR investment units purchased through the stabilizing transactions, for the purpose of having such JHR investment units used for settling part of the Overseas Offering.
The Domestic Underwriter intends to acquire the JHR investment units by accepting the allotment of the Third-party Allotment for the number of investment units obtained by reducing the number of investment units purchased through the Syndicate Cover Transaction and stabilizing transaction and used to return the Borrowed Investment Units from
Note: This document is intended to serve as a press release to make available information regarding the issuance of new investment units and secondary offering of investment units of JHR. The document should not be considered as an offer to sell or a solicitation of an offer to purchase any investment unit or other investment of JHR. Prospective investors are advised to make any investment decision at their own risk and responsibility.
This document does not constitute an offer of securities in the United States. Securities may not be offered or sold in the United States without registration or an exemption from registration under the United States Securities Act. of 1933 (as amended). Any public offering of securities to be made in the United States will be made by means of an English language prospectus prepared in accordance with the U.S. Securities Act of 1933 that may be obtained from the issuer or distributor of the security and that will contain detailed information about the issuer and its management as well as its financial statements. However, the securities referred to above will not be publicly offered or sold in the United States.
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the number of investment units of the secondary offering through over-allotment. Thus, there may be cases where there is no subscription for the number of investment units of the Third-party Allotment, in whole or in part. As a result, there may be cases where the final number of investment units of the Third-party Allotment is reduced by that extent or the issuance itself does not take place at all due to forfeiture.
Whether the secondary offering through over-allotment takes place or not, and the number of investment units of the secondary offering through over-allotment if the secondary offering through over-allotment takes place, will be determined on the Pricing Date. If the secondary offering through over-allotment does not take place, the foregoing borrowing of the JHR investment units from Rise Synergy Investments Limited and JHRA by the Domestic Underwriter does not take place. Accordingly, the Domestic Underwriter does not accept and does not subscribe for the allotment of the Third-party Allotment, and the issuance of new investment units by way of the Third-party Allotment itself does not take place at all due to forfeiture. Moreover, the Syndicate Cover Transaction on the Tokyo Stock Exchange, Inc. also does not take place.
The foregoing transactions will be conducted by the Domestic Underwriter upon consultation with the other domestic joint lead managers.
2. Change in total number of investment units issued after new issuance this time | ||
Total number of investment units issued as of today | 4,637,006 units | |
Increase in number of investment units through the Offering | 451,641 units | (* 1) |
Total number of investment units issued after the Offering | 5,088,647 units | (* 1) |
Increase in number of investment units by way of the Third-party Allotment | 8,359 units | (* 2) |
Total number of investment units issued after the Third-party Allotment | 5,097,006 units | (* 1) (* 2) |
(*1) The number of investment units in the case where the option to purchase additionally issued JHR investment units granted to the Overseas Underwriters as described in "1. Issuance of new investment units through public offering (1)(ii)" above is exercised in full and all of the investment units are issued.
(*2) The number of investment units in the case where the Domestic Underwriter proposes to subscribe for all of the number of new investment units to be issued by way of the Third-party Allotment and issuance of those investment units does take place.
3. Purpose and rationale of issuance
JHR aims to build a portfolio that simultaneously pursues "Stability and upside potential". JHR believes the property acquisition announced in "Notice Concerning Acquisition and Lease of Domestic Real Estate Beneficial Interests in Trust (OKINAWA HARBORVIEW HOTEL, Southern Beach Hotel & Resort OKINAWA, MIMARU Tokyo Shinjuku West and HOTEL AMANEK Shinjuku-Kabukicho.)" dated today will meet with the direction of this policy.
JHR maintains a basic financing policy, under which JHR pursues an appropriate combination of equity and debt financing, when acquiring properties, and JHR plans to raise funds based on this policy at this time as well.
In order to raise funds for the acquisitions, etc. of the properties described above, JHR determined to issue new investment units considering such factors as securing of financial soundness, market trends, and level of dividend per unit, etc.
4. Amount, intended use and payment schedule of funds to be raised
- Amount of funds to be raised (estimated net amount JHR will receive) ¥34,136,000,000- (Maximum)
- The amount is the total sum of ¥16,448,000,000- in anticipated proceeds from the Domestic Public Offering, ¥17,068,000,000- in maximum anticipated proceeds from the Overseas Offering, and ¥620,000,000- in maximum anticipated proceeds from the issuance of new JHR investment units through the Third-party Allotment. In addition, the above figures represent estimated amounts calculated based on the closing price of JHR investment units for ordinary trading on the Tokyo Stock Exchange on May 31, 2024 (Friday).
- Specific use and payment schedule of funds to be raised
The proceeds from the Domestic Public Offering of ¥16,448,000,000- and the maximum proceeds from the Overseas Offering of ¥17,068,000,000- will be allocated to part of the funds for acquisition of new specified assets (which has the meaning set forth in Article 2, Paragraph 1 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, as amended); the same shall apply hereinafter), "OKINAWA HARBORVIEW HOTEL", "Southern Beach Hotel & Resort OKINAWA", "MIMARU Tokyo Shinjuku West" and "HOTEL AMANEK Shinjuku- Kabukicho" (*1), by JHR on July 12, 2024 and July 31, 2024. The remainder of the proceeds, if any, as well as the maximum proceeds from the issuance of new investment units by way of the Third-party Allotment of ¥620,000,000- that was resolved on the same date as the Domestic Public Offering will be retained as cash on hand to be allocated
Note: This document is intended to serve as a press release to make available information regarding the issuance of new investment units and secondary offering of investment units of JHR. The document should not be considered as an offer to sell or a solicitation of an offer to purchase any investment unit or other investment of JHR. Prospective investors are advised to make any investment decision at their own risk and responsibility.
This document does not constitute an offer of securities in the United States. Securities may not be offered or sold in the United States without registration or an exemption from registration under the United States Securities Act. of 1933 (as amended). Any public offering of securities to be made in the United States will be made by means of an English language prospectus prepared in accordance with the U.S. Securities Act of 1933 that may be obtained from the issuer or distributor of the security and that will contain detailed information about the issuer and its management as well as its financial statements. However, the securities referred to above will not be publicly offered or sold in the United States.
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to part of the funds for future acquisition of specified assets or repair expenses and capital expenditures to maintain or improve competitiveness of existing properties.
(*1) See "Notice Concerning Acquisition and Lease of Domestic Real Estate Beneficial Interests in Trust (OKINAWA HARBORVIEW HOTEL, Southern Beach Hotel & Resort OKINAWA, MIMARU Tokyo Shinjuku West and HOTEL AMANEK Shinjuku-Kabukicho.)" dated today for details.
(*2) Procured funds are planned to be deposited in financial institutions until its payment for intended use.
(*3) The above figures represent estimated amounts calculated based on the closing price of JHR investment units for ordinary trading on the Tokyo Stock Exchange on May 31, 2024 (Friday).
- Designated allocation of distribution None.
- Other (Restrictions on sale, additional issuance of investment units, etc.)
-
With reference to the Global Offerings, Rise Synergy Investments Limited and JHRA will agree with the Joint Global Coordinators not to sell or otherwise dispose of JHR investment units held before the Global Offerings, for a period of 180 days after the transfer date of the Global Offerings starting from the Pricing Date without prior written approval of the Joint Global Coordinators (This excludes lending of investment units to the Domestic Underwriter in connection with the secondary offering through over-allotment and certain other situations.).
The Joint Global Coordinators will have the authority to cancel the restrictions above, in whole or in part, at their discretion. - With reference to the Global Offerings, JHR will agree with the Joint Global Coordinators not to conduct issuance, etc. of JHR investment units for a period of 90 days after the transfer date of the Global Offerings starting from the Pricing Date without prior written approval of the Joint Global Coordinators (This excludes the Offering, the Third- party Allotment, issuance of JHR investment units pursuant to splits of investment units and certain other situations.). The Joint Global Coordinators will have the authority to cancel the restrictions above, in whole or in part, at their discretion.
*Website of Japan Hotel REIT Investment Corporation: https://www.jhrth.co.jp/en/
Note: This document is intended to serve as a press release to make available information regarding the issuance of new investment units and secondary offering of investment units of JHR. The document should not be considered as an offer to sell or a solicitation of an offer to purchase any investment unit or other investment of JHR. Prospective investors are advised to make any investment decision at their own risk and responsibility.
This document does not constitute an offer of securities in the United States. Securities may not be offered or sold in the United States without registration or an exemption from registration under the United States Securities Act. of 1933 (as amended). Any public offering of securities to be made in the United States will be made by means of an English language prospectus prepared in accordance with the U.S. Securities Act of 1933 that may be obtained from the issuer or distributor of the security and that will contain detailed information about the issuer and its management as well as its financial statements. However, the securities referred to above will not be publicly offered or sold in the United States.
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