January 13, 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 of Decision of Price etc. concerning the Issuance of New Investment Units
and Secondary Offering of Investment Units
In connection with the decision of Nippon Building Fund Inc. ("NBF") at the board of directors meeting held on
January 6, 2022 to issue new investment units ("Units") and to conduct a secondary offering of Units (through
over-allotment), NBF hereby provides notice of the determination of the issue price and offer price etc. made at its
board of directors meeting held on January 13, 2022 as follows:
Description
1. Issue of New Investment Units through a Public Offering (Primary Offering)
- Total number of new
investment units to be issued: | 47,500 units | |
14,400 units of the investment units to be offered above will be | ||
sold to overseas investors in overseas markets mainly | ||
consisting of Europe and Asia (excluding the United States and | ||
Canada). | ||
(2) | Issue price: | ¥659,540 per unit |
(3) | Total issue price: | ¥31,328,150,000 |
(4) | Paid-in amount (issue amount): | ¥639,350 per unit |
(5) | Total paid-in amount: | ¥30,369,125,000 |
(6) | Application period: | January 14, 2022 (Friday) |
(7) | Payment period for deposit in Units | January 14, 2022 (Friday) to January 17, 2022 (Monday) |
(8) | Payment date: | January 19, 2022 (Wednesday) |
(9) | Delivery and settlement date: | January 20, 2022 (Thursday) |
(Note) The underwriters will purchase and underwrite the Units at the paid-in amount (issue amount) and
conduct offerings at the issue price.
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Note: This press release constitutes a general announcement concerning NBF's decision of price etc. concerning issuance of new investment units and secondary offering of 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. Secondary Offering (through Over-Allotment)
(1) | Number of Units to be offered: | 2,500 units |
(2) | Offer price: | ¥659,540 per unit |
- Total offer price (aggregate offer price): ¥1,648,850,000
(4) | Application period: | January 14, 2022 (Friday) | |
(5) | Payment period for deposit in Units | January 14, 2022 (Friday) to January 17, 2022 (Monday) | |
(6) | Delivery and settlement date: | January 20, 2022 (Thursday) | |
3. Issue of New Units by Third Party Allocation | |||
(1) | Paid-in amount (issue amount): | ¥639,350 per unit | |
(2) | Total paid-in amount (upper limit): | ¥1,598,375,000 | |
(3) | Application period (application date): | January 27, 2022 | (Thursday) |
(4) | Payment date: | January 28, 2022 | (Friday) |
(Note) Issue of any Units not applied for on or before the last date of the application period (the application date) set forth in (3) above will be cancelled.
1. Calculation of Issue Price and Offer Price
(1) | Date of calculation of issue price and offer price: | January 13, 2022 (Thursday) | ¥673,000 |
(2) | Discount rate: | 2.00% |
- Syndicate Cover Transaction Period
January 15, 2022 (Saturday) to January 24, 2022 (Monday) - Use of Proceeds
Net proceeds procured through the Primary Offering and the Third Party Allocation are scheduled to be used to fund as part of acquisition of specified assets which NBF contemplates acquiring as published January 6, 2022 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)"
End
This English language notice is a translation of the Japanese language notice dated January 13, 2022 and was prepared solely for reference purposes. The Japanese language release should be referred to as the original. Neither NBF nor Nippon Building Fund Management Ltd. makes any warranties as to the accuracy or completeness of this English language notice.
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Note: This press release constitutes a general announcement concerning NBF's decision of price etc. concerning issuance of new investment units and secondary offering of 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.