January 6, 2022
To All Concerned Parties
Name of REIT Issuer: Nippon Building Fund Inc.
Koichi Nishiyama, Executive Director (TSE Code: 8951)
Contact:
Asset Management Company
Nippon Building Fund Management Ltd.
Yoshiyuki Tanabe, President and CEO Person to Contact:
Yukio Handa, General Manager (TEL. +81-3-3516-3370)
Notice Concerning Issue of New Investment Units
and Secondary Offering of Investment Units
Nippon Building Fund Inc. ("NBF") provides notice of its decision at the board of directors meeting held on January 6,
2022 to issue new investment units ("Units") and conduct a secondary offering of Units, as outlined below:
Description
1. Issue of New Units through a Public Offering (Primary Offering)
- Total number of new Units to be offered: 47,500 units
- Paid-inamount (issue amount): To be determined
(The issue amount for the new Units will be determined by a resolution of the board of directors at a meeting to be held on any day from January 13, 2022 (Thursday) through January 18, 2022 (Tuesday) (inclusive) (the "Pricing Date") in accordance with the methods provided for in Article 25 of the Regulations Concerning Underwriting of Securities set forth by the Japan Securities Dealers Association.)
- Total paid-in amount (aggregate issue amount): To be determined
(4) Offering method: | The offering will be a primary offering in which all Units will be underwritten and purchased |
by underwriters (the "Underwriters"). Certain of the underwriters will serve as joint lead | |
managers ("Joint Lead Managers"). Note that some of Units to be offered above may be | |
sold to overseas investors in overseas markets mainly consisting of Europe and Asia | |
(excluding, however, the United States and Canada). | |
The issue price for the Primary Offering (the "offer price") will be determined on the Pricing | |
Date, taking into consideration, among other factors, market demand of the Units and will | |
be determined in accordance with the methods provided for in Article 25 of the |
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Note: This press release constitutes a general announcement concerning NBF's issue and offering of its investment units. This press release has not been prepared for the purpose of soliciting investments from investors. Investors bear full responsibility for their investment decisions and should review the prospectus, including any amendments thereto, prepared by NBF in relation to the issuance of any new investment units for primary offering.
In addition, this press release does not constitute or form a part of any offer of securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States without registration or an exemption from registration of securities under the Securities Act. The securities referred to herein will not be offered, publicly or otherwise, in the United States.
Regulations Concerning Underwriting of Securities set forth by the Japan Securities | ||
Dealers Association, based on the closing price for ordinary transactions of Units of NBF | ||
on the Tokyo Stock Exchange on the Pricing Date (or if no closing price is available on | ||
that date, then the closing price on the most recent date prior to the Pricing Date) | ||
multiplied by a factor of 0.90 to 1.00 (amounts less than ¥1 shall be rounded down) as | ||
provisional pricing. | ||
(5) | Underwriters' fees: | An underwriting fee will not be paid. Instead, underwriting fees applicable to the issue |
will be the difference between the total issue price (aggregate offer price) for the Primary | ||
Offering and the total paid-in amount (aggregate issue amount) to be paid by the | ||
Underwriters to NBF. | ||
(6) | Application unit: | At least one Unit or in multiples of one Unit. |
(7) | Application period: | The business day immediately following the Pricing Date. |
- Payment period for deposit in Units: From the business day immediately following the Pricing Date to the second
business day following the Pricing Date.
(9) Payment date: A day between January 19, 2022 (Wednesday) and January 24, 2022 (Monday) (inclusive), which shall be the fourth business day following the Pricing Date.
- Delivery and Settlement date: The business day immediately following the payment date described in (9) above.
- The paid-in amount (issue amount) and other matters necessary for this issue of new Units will be determined at a board of directors meeting to be held hereafter.
- The aforementioned items will be subject to the effectiveness of the securities registration statement in accordance with the Financial Instruments and Exchange Act.
2. Secondary Offering (through Over-Allotment)(Please refer to 1. below.)
(1) | Seller and number of Units to be offered: One of the Joint Lead Managers: | 2,500 units | |
The number of Units to be offered represents an upper limit which may be reduced, or the | |||
secondary offering through over-allotment itself may be suspended, depending on | |||
demand conditions of the Primary Offering. The number of Units to be offered will be | |||
determined at the board of directors meeting held on the Pricing Date by taking into | |||
consideration the demand of the Units in the Primary Offering. | |||
(2) | Offer price: | To be determined on the Pricing Date. Such offer price will be the same price as the issue | |
price (offer price) for the Primary Offering. |
- Total amount of offer price: To be determined
(4) | Offering method: | In conducting the Primary Offering, and after considering, among other factors, demand |
conditions of the Units, one of the Joint Lead Managers of the Primary Offering, will | ||
undertake the sale of Units borrowed from a certain NBF unitholder with 2,500 units as the | ||
upper limit. | ||
(5) | Application unit: | At least one Unit or in multiples of one Unit. |
(6) | Application period: | Identical to the application period for the Primary Offering. |
- Payment period for deposit in Units: Identical to the payment period for deposit in Units for the Primary Offering.
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Note: This press release constitutes a general announcement concerning NBF's issue and offering of its investment units. This press release has not been prepared for the purpose of soliciting investments from investors. Investors bear full responsibility for their investment decisions and should review the prospectus, including any amendments thereto, prepared by NBF in relation to the issuance of any new investment units for primary offering.
In addition, this press release does not constitute or form a part of any offer of securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States without registration or an exemption from registration of securities under the Securities Act. The securities referred to herein will not be offered, publicly or otherwise, in the United States.
- Delivery and Settlement date: Identical to the delivery and settlement date for the Primary Offering.
- The offer price and other matters necessary for this offering of Units will be determined at a board of directors meeting to be held hereafter.
- The aforementioned items shall be subject to the effectiveness of the securities registration statement in accordance with the Financial Instruments and Exchange Act.
- In the event the Primary Offering is suspended, the secondary offering through over-allotment shall also be suspended.
3. Issue of New Units by Third Party Allocation (Please refer to 1. below.)
- Total number of new Units to be offered: 2,500 units
(2) Paid-in amount (issue amount): | To be determined at a board of directors meeting to be held on the Pricing |
Date. Such paid-in amount (issue amount) will be equivalent to the paid-in | |
amount (issue amount) for the Primary Offering. |
- Total paid-in amount (aggregate issue amount): To be determined
(4) | Allottee and number of Units: | One of the Joint Lead Managers: 2,500 units |
(5) | Application unit: | At least one Unit or in multiples of one Unit |
- Application period
(Application date): | Any day during the period from January 27, 2022 (Thursday) through |
February 1, 2022 (Tuesday) (inclusive). | |
Such date shall be the sixth business day immediately following the payment | |
date of the Primary Offering. | |
(7) Payment date: | A day during the period from January 28, 2022 (Friday) through February 2, |
2022 (Wednesday) (inclusive). | |
Such date shall be the seventh business day immediately following the | |
payment date of the Primary Offering. |
- Issue of any Units not applied for on or before the last date of the application period (the application date) set forth in (6) above will be cancelled.
- The paid-in amount (issue amount) and other matters necessary for this issue of new Units will be determined at the board of directors meeting to be held hereafter.
- The aforementioned items shall be subject to the effectiveness of the securities registration statement in accordance with the Financial Instruments and Exchange Act.
- In the event the Primary Offering is suspended, the issuance of new Units by Third Party Allocation shall also be suspended.
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Note: This press release constitutes a general announcement concerning NBF's issue and offering of its investment units. This press release has not been prepared for the purpose of soliciting investments from investors. Investors bear full responsibility for their investment decisions and should review the prospectus, including any amendments thereto, prepared by NBF in relation to the issuance of any new investment units for primary offering.
In addition, this press release does not constitute or form a part of any offer of securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States without registration or an exemption from registration of securities under the Securities Act. The securities referred to herein will not be offered, publicly or otherwise, in the United States.
＜Reference＞
1. Secondary Offering through Over-Allotment etc.
A secondary offering through over-allotment as described in Paragraph 2. "Secondary Offering (through Over-Allotment)" above will be effected by one of the Joint Lead Managers of the Primary Offering, separate from the Primary Offering as described in Paragraph 1. "Issue of New Units through a Public Offering (Primary Offering)" above, after considering demand conditions of the Units and other factors in such Primary Offering, up to a limit of 2,500 units of Units borrowed from a certain NBF unitholder. The number of Units to be offered through over-allotment is expected to be 2,500 units; provided, however, that such number is the upper limit and may be reduced, or the whole secondary offering through over-allotment itself may be suspended, depending on demand conditions of the Units and other factors.
In order to cause such Joint Lead Manager to acquire Units necessary to be returned to the above-mentioned NBF unitholder, from which such Units were borrowed (the "Borrowed Units"), in connection with the secondary offering through over-allotment, NBF resolved, at a board of directors meeting held on January 6, 2022 (Thursday) to newly issue 2,500 units to be allocated to such Joint Lead Manager (the "Third Party Allocation") with a certain payment date, any day during the period from January 28, 2022 (Friday) through February 2, 2022 (Wednesday) (inclusive) which is the seventh business day immediately following the payment date of the Primary Offering.
In addition, such Joint Lead Manager may, within the period commencing on the day immediately following the application period for the Primary Offering and the secondary offering through over-allotment and ending on the fourth business day immediately prior to the payment date for Third Party Allocation (the "Syndicate Cover Transaction Period"), purchase up to the maximum number of Units sold in the secondary offering through over-allotment on the Tokyo Stock Exchange (the "Syndicate Cover Transaction") with the aim of procuring and returning the Borrowed Units. Units purchased by such Joint Lead Manager by way of Syndicate Cover Transaction will be allocated in full as return of the Borrowed Units. Such Joint Lead Manager may, at its discretion, choose not to enter into any Syndicate Cover Transaction, or to terminate such transaction prior to reaching the maximum number of Units to be sold in the secondary offering through over-allotment.
Further, such Joint Lead Manager may effect stabilization transactions in connection with the Primary Offering and secondary offering through over-allotment and allocate all or part of Units purchased through stabilization transactions to return the Borrowed Units.
The remaining number of the Borrowed Units after allocation of Units purchased by way of Syndicate Cover Transaction and stabilization transactions will be acquired by such Joint Lead Manager by subscribing for the Third Party Allocation. In the event that the Units to be issued through the Third Party Allocation are not subscribed in whole or in part, the subscription right will be forfeited and the final number of Units with respect to the Third Party Allocation may be reduced to the same extent, or the whole issue may be suspended.
In order to conduct the above-mentioned transactions, such Joint Lead Manager will consult with the other Joint Lead Manager.
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Note: This press release constitutes a general announcement concerning NBF's issue and offering of its investment units. This press release has not been prepared for the purpose of soliciting investments from investors. Investors bear full responsibility for their investment decisions and should review the prospectus, including any amendments thereto, prepared by NBF in relation to the issuance of any new investment units for primary offering.
In addition, this press release does not constitute or form a part of any offer of securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States without registration or an exemption from registration of securities under the Securities Act. The securities referred to herein will not be offered, publicly or otherwise, in the United States.
2. Total Number of Units Issued and Outstanding after New Issue
Number of Units outstanding | 1,652,500 units |
Number of new Units issued by public offering | 47,500 units |
Number of Units issued and outstanding after public offering | 1,700,000 units |
Number of new Units issued by Third Party Allocation | 2,500 units(Note) |
Number of Units issued and outstanding after Third Party Allocation | 1,702,500 units(Note) |
(Note) Assumes one of the Joint Lead Managers applies for all of the offered number of new Units to be offered through the Third Party Allocation as described above.
3. Purposes and Rationale of Issue
The issue of new Units was decided with the aim of growing of NBF's assets and enhancing the quality of its portfolio by acquiring the new specified assets while maintaining financial stability through financing by means of the issue of new Units, and contributing to NBF's asset management policy of increasing unitholder value by taking into comprehensive consideration of market trends, loan to value ratio (LTV), distribution per unit, and other factors.
4. Amount of Capital, Use and Schedule of Expenditure of Funds to be Procured
- Amount of capital to be procured (estimated amount net of costs and expenses)
¥32,964,950,000 (maximum)
(Note) The above amount represents the aggregate of ¥31,316,702,500, being the net amount procured through the Primary Offering, and ¥1,648,247,500, being the maximum net amount procured through the Third Party Allocation of new Units. Furthermore, the above-mentioned amount is an estimate calculated based on the closing price on the Tokyo Stock Exchange as of December 17, 2021 (Friday).
(2) Specific use and expected schedule of expenditure of funds to be procured
Procured funds are scheduled to be used to fund as part of acquisition of specified assets which NBF contemplates acquiring as published today in the "Notice of Acquisition and Disposition of Assets (Acquisition of Nakanoshima Mitsui Building and one other property, and disposition of Toyo-cho Center Bldg. and two other properties)".
5. Designated Purchaser
Of the Units in the Primary Offering, the Underwriters are expected to sell 2,000 Units to Mitsui Fudosan Co., Ltd. (the "Designated Purchaser"), one of the shareholders of Nippon Building Fund Management Ltd. to which NBF entrusts asset management services.
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Note: This press release constitutes a general announcement concerning NBF's issue and offering of its investment units. This press release has not been prepared for the purpose of soliciting investments from investors. Investors bear full responsibility for their investment decisions and should review the prospectus, including any amendments thereto, prepared by NBF in relation to the issuance of any new investment units for primary offering.
In addition, this press release does not constitute or form a part of any offer of securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States without registration or an exemption from registration of securities under the Securities Act. The securities referred to herein will not be offered, publicly or otherwise, in the United States.
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