Translattion Purpose O
Only
Octobber14, 2014
To all conncerned parties
Name of R
REIT Issuer:
Hulic Reeit, Inc.
2-26-9 H
Hatchobori, C
Chuo-ku, 2-choome, Tokyo, Japan
Eiji Tokiita, Executivee Director
(TSE Coode: 3295)
Contact:
Asset Manaagement Com
mpany
Hulic Reeit Managemeent Co., Ltd.
Eiji Tokiita, President and CEO
Person too contact:
Kazuaki Chokki, Direector, Generaal Manager off Corporate
Planningg and Administration Depaartment
Tel: +81-3-6222-72500
Nottice concerrning the Issuance off New Invesstment Uniits and Seccondary Pu
ublic
Offering
H
Hulic
Reit, Innc. (hereafterr referred to as “Hulic Reeit”) announcced that a ressolution was passed at a
meeting of its Board of Directors held today, October
O
14, 22014, concernning the issuuance of new investment
units andd the secondarry offering off investment units
u
as follow
ws:
1. New iinvestment u
unit issuancee through pu
ublic offerin
ng
(1)
Number of investment
122,860 units
units to be ooffered
Payment am
mount
(2)
To be dettermined
(issue pricee)
The paym
ment amountt will be dettermined by a meeting oof Hulic
Reit’s Booard of Direcctors to be he ld on a date between
b
Weddnesday,
October 29, 2014 and November 5, 2014 in aaccordance with
w
the
methods provided forr in Article 225 of the Reggulations Conncerning
Underwrriting of Secuurities set fortth by the Japaan Securities Dealers
Association (hereafterr referred to ass the “Pricing Date”).
To be dettermined
Total payment amount
(3)
(issue pricee)
(4)
Issue price
To be dettermined
(offer price )
The issuue price (offeer price) of the units wiill be determ
mined in
accordannce with the methods proovided for inn Article 25 of the
Regulatioons Concerniing Underwri ting of Securrities set forthh by the
Japan Seecurities Deaalers Associaation and w ill be provissionally
calculateed by using as a tentative price a figuree obtained byy taking
the closinng price for oordinary tradiing on the Tokyo Stock Exxchange
(TSE) onn the Pricing Date (in the
t
event noo such price on the
Pricing Date
D
is availaable, then the closing pricee on the immeediately
Disclaimeer: This press reelease was preepared to notiffy the general ppublic about thhe issuance off new investmeent units and
secondary o ffering of inveestment units oof Hulic Reit and is not inteended as a sollicitation for innvestment in
Hulic Reit. T
The securities referred to aboove have not been,
b
and will nnot be registerred under the United
U
States
Securities Act
A of 1933, ass amended (thee “Securities A
Act”). The secuurities may noot be offered o r sold in the
United Statees absent regisstration or an eexemption from
m registration under the Seccurities Act. Thhe securities
referred to hherein will not be publicly offfered or sold inn the United Sttates. The transsaction concerned does not
involve any public offeringg of securities in the United States.
S
1
(5)
(6)
Total issue price
(offer price )
p
offerinng
Method of public
(7)
Details of uunderwriting
agreement
(8)
(9)
(10)
Subscriptio n unit
Subscriptio n period
P
(Domestic Primary
Offering)
Payment daate
(11)
Delivery daate
preceding day) and multiplying a number beetween 0.90 ~ 1.00
(with anyy fractions off one yen rouunded to the nnearest 1 yen), while
taking innto account deemand and otther factors.
To be dettermined
Simultanneous public ooffering in Ja pan and interrnationally
a. Domesstic primary ooffering
The o ffering in Jaapan (hereaftter referred tto as the “Domestic
Primarry Offering””) shall be a public offfering in whhich all
investm
ment units suubject to the Domestic Priimary Offerinng shall
be purrchased and uunderwritten by certain doomestic underrwriters
(hereaffter collectively referred to as the “Domeestic Underwrriters”).
Certainn Domestic Underwriteers shall seerve as joinnt lead
managgers in the Doomestic Primaary Offering.
b. Internaational offering
The international offering ((hereafter reeferred to as the
“Internnational Offeering”) shall be an offerring in internnational
marke ts, mainly inn the Unitedd States andd Europe; prrovided,
howevver, that in thhe United Staates, the inveestment units will be
sold oonly to qualiffied institutional investorss in compliannce with
Rule 144A of thhe 1933 Seecurities Actt; collectiveely, the
Internaational Offerring and the D
Domestic Priimary Offerinng shall
be refe
ferred to as “tthe Offering””. All investm
ment units off
ffered in
the Intternational Offering
O
shalll be purchaseed and under written,
not joointly but seeverally, by certain inteernational managers
m
(hereaafter collectiveely referred too as the “Interrnational Mannagers,”
and, ccollectively toogether with the Domestiic Underwriters, the
“Undeerwriters”). C
Certain Internnational Managers shall serve
s
as
joint leead managerss in the Internnational Offerring.
In addition, the allocaation of invesstment units offered underr a. and
b. abovee is expected to be 64,4700 units in the Domestic Primary
P
Offering and 58,390 units in the International Offering. Thhe final
allocations will be ddetermined oon the Pricinng Date, taki ng into
consideraation demandd on that date and other facctors.
Certain oof the Domesttic Underwritters shall servve as the joinnt global
coordinaators (hereaffter referredd to as “the
“
Joint Global
Coordinaators”) of thhe Offering aand secondarry offering tthrough
over-allootment notedd in 2. below
w (hereafter referred to as “the
Secondarry Offering thhrough Over-allotment”).
The Undderwriters shaall pay to Hullic Reit the tootal payment amount
(issue prrice) for the Offering onn the paymennt date statedd below
under (1 0) and the difference between such am
mount and thhe offer
price shaall be retainedd by the Undeerwriters. Huulic Reit will not pay
an under writing fee too the Underw
writers.
1 unit or more, in mulltiples of 1 unnit
b
From thee next busine ss day extendding through the second business
day comiing after the Pricing
P
Date.
A date bbetween Thuursday, Noveember 6, 2014 and Weddnesday,
Novembeer 12, 2014 w
which shall bee at least 5 buusiness days aafter the
Pricing Date.
D
The nextt business daay after the Payment Daate set forth in (10)
Disclaimeer: This press reelease was preepared to notiffy the general ppublic about thhe issuance off new investmeent units and
secondary o ffering of inveestment units oof Hulic Reit and is not inteended as a sollicitation for innvestment in
Hulic Reit. T
The securities referred to aboove have not been,
b
and will nnot be registerred under the United
U
States
Securities Act
A of 1933, ass amended (thee “Securities A
Act”). The secuurities may noot be offered o r sold in the
United Statees absent regisstration or an eexemption from
m registration under the Seccurities Act. Thhe securities
referred to hherein will not be publicly offfered or sold inn the United Sttates. The transsaction concerned does not
involve any public offeringg of securities in the United States.
S
2
above.
Final deterrmination of payment am
mount (issue price), issuue price (offfer price), thhe final
allotment of
o number off investment units for thee Domestic P
Primary Offe ring and num
mber of
investment units for thee Internationaal Offering annd other mattters necessaryy for the issuuance of
ment units wiill be made att a future meeetings of Huliic Reit’s Boarrd of Directorrs.
new investm
Each of thee above item
ms pertaining to the Domeestic Primary Offering shaall be subject to the
condition thhat the securiities registratiion under Jappan’s Financial Instrumentts and Exchannge Act
become effeective.
(12)
(13)
ndary Offeri ng of investtment units Secondary O
Offering through Over-aallotment) (P
Please see
2. Secon
<Referen
nce> 1. Bellow: “1. Reegarding Seccondary Offfering throu
ugh Over-allotment and
d Related
Matter”
(1)
Number of investment
units in the Secondary
Offering thrrough OverAllotment
(2)
(3)
Seller
Secondary ooffer price
(4)
Total seconndary offer
price
s
Method of secondary
offering
(5)
(6)
(7)
(8)
(9)
(10)
6,140 unnits
The num
mber of investtment units inn the Domesttic Primary Offering
O
noted ab ove is shownn as the maxim
mum numberr of investme nt units
ment by
to be disstributed in Secondary Offfering throug h Over-allotm
one of the bookru nners of thhe Domesticc Primary Offering
O
Selling Domestic Underw
writer”),
(hereinaffter referred to as the “S
taking innto considerattion demand aand other facctors in the Domestic
Primary Offering. It is possible thhat this numbber may decrrease or
that the S
Secondary Offering through Over-allottment itself m
may not
take placce depending on demand aand other fac tors in the Domestic
Primary Offering. T
The number of investm
ment units w
will be
determinned at a meetting of Hulicc Reit’s Boardd of Directorrs to be
held on the Pricing Date, taking into consideration demaand and
other facctors in the Doomestic Prim
mary Offering..
The Selliing Domesticc Underwriterr
To be dettermined
The secoondary offer pprice will be determined on the Pricinng Date.
In additioon, the seconndary offer prrice shall be tthe same as thhe offer
price in tthe Domestic Primary Offeering.
To be dettermined
Taking into consideeration demaand and othher factors in the
Domesticc Primary Offfering, the Seelling Domesstic Underwriiter will
conduct a Japan dom
mestic offeringg for the inveestment unitss, which
b
from Hulic Co., Ltd. (hereaffter “the Dessignated
it will borrow
Party”) of
o up to a maxximum of 6,140 units.
Subscriptio n unit
1 unit or more, in mulltiples of 1 unnit
Subscriptio n period
The samee as the Dom
mestic Primaryy Offering subbscription perriod
Delivery daate
The samee as the Dom
mestic Primaryy Offering dellivery date
The seconddary offer pricce and other necessary maatters of the secondary offfering of investment
units will be determinedd at future me etings of Hullic Reit’s Boaard of Directoors
Each of thee items abovee shall be subbject to the condition
c
thatt the securitiees registrationn under
Japan’s Fin ancial Instrum
ments and Exxchange Act become
b
effecttive.
Disclaimeer: This press reelease was preepared to notiffy the general ppublic about thhe issuance off new investmeent units and
secondary o ffering of inveestment units oof Hulic Reit and is not inteended as a sollicitation for innvestment in
Hulic Reit. T
The securities referred to aboove have not been,
b
and will nnot be registerred under the United
U
States
Securities Act
A of 1933, ass amended (thee “Securities A
Act”). The secuurities may noot be offered o r sold in the
United Statees absent regisstration or an eexemption from
m registration under the Seccurities Act. Thhe securities
referred to hherein will not be publicly offfered or sold inn the United Sttates. The transsaction concerned does not
involve any public offeringg of securities in the United States.
S
3
3．New
w investmen
nt unit issuan
nce through Third-partyy Allotment (Please see <Reference>
> 1. below:
“Second ary Offeringg through Ovver-allotment and Other Factors”)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Number of investment
units to be ooffered
Payment am
mount
(issue pricee)
6,140 unnits
To be dettermined
The offeer price will be determined at a meetting of Hulicc Reit’s
Board off Directors too be held onn the Pricing Date. The payment
p
amount (issue price) shall be the same as thhe payment amount
mary Offering.
(issue pr ice) of the Doomestic Prim
To be dettermined
Total payment amount
(issue pricee)
Allottee andd allotted uniits Selling D
Domestic Undderwriter: 6,1140 units
Subscriptio n unit
1 unit or more, in mulltiples of 1 unnit
Subscriptio n period
Thursdayy, November 20, 2014
(Subscriptioon date)
Payment daate
Friday, N
November 21,, 2014
Investment units for whiich no subscrription is madde during the subscription period (subsccription
date) set forrth in (6) aboove will not be issued.
The paymeent amount ((issue price) and other matters neceessary for thhe issuance of new
investment units will be determined aat future meettings of Hulicc Reit’s Boardd of Directorss.
Each of thee items abovee shall be subbject to the condition
c
thatt the securitiees registrationn under
Japan’s Fin ancial Instrum
ments and Exxchange Act become
b
effecttive.
Disclaimeer: This press reelease was preepared to notiffy the general ppublic about thhe issuance off new investmeent units and
secondary o ffering of inveestment units oof Hulic Reit and is not inteended as a sollicitation for innvestment in
Hulic Reit. T
The securities referred to aboove have not been,
b
and will nnot be registerred under the United
U
States
Securities Act
A of 1933, ass amended (thee “Securities A
Act”). The secuurities may noot be offered o r sold in the
United Statees absent regisstration or an eexemption from
m registration under the Seccurities Act. Thhe securities
referred to hherein will not be publicly offfered or sold inn the United Sttates. The transsaction concerned does not
involve any public offeringg of securities in the United States.
S
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<Referennce>
1. Regarrding Second
dary Offeringg through Ovver-allotmen
nt and Relateed Matters
T
The
Secondaary Offering through Oveer-allotment is a secondaary domesticc offering in which the
Selling Domestic Unnderwriter wiill conduct a domestic offeering for the iinvestment unnits up to a maximum
m
of
Designated Paarty, taking innto consideraation demand and other fa ctors in the
6,140 uunits borroweed from the D
Domesttic Primary O
Offering. Thee number of iinvestment unnits allocatedd for the Secoondary Offeriing through
Over-alllotment willl be 6,140 u nits. This is the maximuum number of
o units alloccated, and ass such it is
possibl e this numbeer may decrease or that thhe Secondaryy Offering thrrough Over-aallotment itseelf may not
take plaace dependingg on demand and other facctors.
I connection with the Secondary O
In
Offering throough Over-al lotment, Hullic Reit, Incc. passed a
resolutiion at a meetting of its Booard of Direcctors held Weednesday, Occtober 14, 2014, to issue 6,140 new
investm
ment units thrrough third-party allotmennt to the Selliing Domesticc Underwriterr (hereinafter referred to
as “the Third-party A
Allotment”) with
w a paymeent date of Frriday, Novembber 21, 20144 in order for the Selling
Domesttic Underwriiter to acquiire the neceessary invest ment units for return oof the investtment units
(hereinafter referredd to as “the Boorrowed Inveestment Unitss”) borrowed from the Dessignated Partyy.
D
During
the peeriod startingg the date following the daate on whichh the subscripption period ends
e
for the
Domesttic Primary Offering annd the Secoondary Offerring throughh Over-allotm
ment until W
Wednesday,
Novem
mber 19, 2014 (hereafter referred to as “the Synndicate Cover Transactionn Period”), tthe Selling
Domesttic Underwriter may purcchase investm
ment units onn the TSE in a quantity uup to the num
mber in the
Seconddary Offering through Oveer-allotment for the purpoose of returnning the Borr owed Investm
ment Units.
All of the investm
ment units accquired by tthe Selling Domestic Unnderwriter inn the Syndiccate Cover
Transacctions will be used to reeturn the Borrrowed Invesstment Units. Furthermoree, during thee Syndicate
Cover Transaction
T
P
Period,
the Seelling Domesttic Underwritter may, baseed on its own judgment, noot carry out
the Synndicate Coverr Transactionss or terminatee the Syndicaate Cover Traansactions at a number of units
u
that is
lower thhan the numbber of units isssued in the S
Secondary Offfering through Over-allotm
ment.
IIn addition, tthe Selling D
Domestic Undderwriter mayy engage in stabilizing
s
traansactions in connection
with thhe Domestic P
Primary Offerring and the Secondary O
Offering throuugh Over-Allootment, and may
m use all
or partt of the inve stment units purchased t hrough such stabilizing transactions
t
to return thee Borrowed
ment Units.
Investm
The Selling D
T
Domestic Unnderwriter maay acquire thhrough the Third-party
T
A
Allotment the number of
investm
ment units ddetermined by subtractingg the number of investtment units purchased thhrough the
stabilizzing transactiions and the Syndicate C
Cover Transaactions, to bbe used for rreturning thee Borrowed
Investm
ment Units, fr
from the num
mber of investtment units ooffered in thee Secondary Offering throough Overallomennt. Thus, it iis possible thhat subscriptiions will not be made forr part or all of the investtment units
issued tthrough the T
Third-party Allotment,
A
andd as a result the
t final maxximum numbeer of investm
ment units in
the Third-party Allootment may deecrease or thee Third-partyy Allotment m
may not be carrried out at alll due to the
forfeituure of subscri ption rights.
Disclaimeer: This press reelease was preepared to notiffy the general ppublic about thhe issuance off new investmeent units and
secondary o ffering of inveestment units oof Hulic Reit and is not inteended as a sollicitation for innvestment in
Hulic Reit. T
The securities referred to aboove have not been,
b
and will nnot be registerred under the United
U
States
Securities Act
A of 1933, ass amended (thee “Securities A
Act”). The secuurities may noot be offered o r sold in the
United Statees absent regisstration or an eexemption from
m registration under the Seccurities Act. Thhe securities
referred to hherein will not be publicly offfered or sold inn the United Sttates. The transsaction concerned does not
involve any public offeringg of securities in the United States.
S
5
W
Whether
or nnot the Seconndary Offerinng through Over-allotmen
O
nt occurs, as well as the number of
investm
ment units to be issued if tthe Secondarry Offering thhrough Over- allotment occcurs, will be decided on
the Priicing Date. IIf the Seconddary Offeringg through Over-allotmentt does not ooccur, the boorrowing of
investm
ment units froom the Desiggnated Party by the Sellinng Domestic Underwriterr will not takke place. In
such caase, through forfeiture, thhe Selling Doomestic Undeerwriter will not issue anyy new invest ment units,
and not accept the Third-party Allotment, aand subscripttions will noot occur. Furrthermore, noo Syndicate
Transactions will take plaace on the TS
SE. The abovve transactionns will be caarried out by the Selling
Cover T
Domesttic Underwritter in consultation with othher joint leadd managers off the Domestic Primary Offfering.
2. Chan
nge in outstan
nding investm
ment units affter this issu ance of new units
Preseent number off outstanding units
652,0000 units
Increaase in the num
mber of invesstment units aassociated witth the issuancce
of new
w investmentt units in this offering
Total number of ouutstanding invvestment unitts after the issuance of new
w
inves tment units inn this offeringg
mber of invesstment units aassociated witth the ThirdIncreaase in the num
party Allotment
Total number of innvestment uniits outstandinng after the Thhird-party
ment
Allotm
122,8600 units
774,8600 units
6,140 uunits (note)
781,0000 units (note))
The figures assume
a
that tthe Selling D
Domestic Undderwriter subsscribes for alll are of the investment
Note: T
units inn the Third-paarty Allotmennt, and that all such investm
ment units aree issued.
3. Purpoose of and reaason for the Issuance
The issuance of new investm
ment units is ffor the purpose of expandding assets thrrough the acqquisition of
new Sppecified Assets (here annd below as defined in the “Act onn Investmentt Trust and Investment
Corpor ations” Artic le 1 section 2),
2 diversifyinng properties in the portfollio and enhanncing cash floow stability,
mined after caareful consideeration of Huulic Reit’s LTV level, distrribution amouunt per unit
and hass been determ
and NA
AV level per unit.
u
4. Amount, use and sschedule of eexpenditures of proceeds
(1) Amoount of proceeeds (estimatedd net proceedds): 21,351,7 57,000JPY (m
maximum)
Not e: This is thee sum total oof an estimateed net of 10, 671,912,510 JPY in proceeeds from thee Domestic
mary Offeringg, an estimateed net of 9,6665,471,870JPY
Y in proceeds from the Innternational O
Offering and
Prim
an estimated
e
nett of 1,016,3772,620JPY inn proceeds frrom the Secoondary Offeriing through T
Third-party
Allootment. In adddition, the abbove figures reflect the cllosing price ffor ordinary trades
t
of the investment
unitts on the TSE
E as of Septem
mber 30, 20144.
(2) Speccific purposess of use and schedule of exxpenditures of proceeds
r
in tooday’s “Noticce concerningg Asset Acquuisition and B
Borrowings”
Thee funds to be procured as reported
are part of the accquired funds for specifiedd assets to be acquired
Disclaimeer: This press reelease was preepared to notiffy the general ppublic about thhe issuance off new investmeent units and
secondary o ffering of inveestment units oof Hulic Reit and is not inteended as a sollicitation for innvestment in
Hulic Reit. T
The securities referred to aboove have not been,
b
and will nnot be registerred under the United
U
States
Securities Act
A of 1933, ass amended (thee “Securities A
Act”). The secuurities may noot be offered o r sold in the
United Statees absent regisstration or an eexemption from
m registration under the Seccurities Act. Thhe securities
referred to hherein will not be publicly offfered or sold inn the United Sttates. The transsaction concerned does not
involve any public offeringg of securities in the United States.
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Property naame
Ochanoomizu Sola Ciity
Chiba N
Network Centter
Sapporoo Network Ceenter
Expeccted acquisiti on price
(JPY mil.)
(note 1)
22,854
7,060
2,510
Expec ted acquisitioon date
(note 2)
Noovember 7, 20014
Deccember 16, 2014
Deccember 16, 2014
Note 1: the eexpected acquuisition price is as set fortth in the resppective relevaant purchase agreement,
N
r
rounded
to thhe nearest milllion JPY.
Note 2: the expected acqquisition date of each prroperty is ass set forth inn the relevannt purchase
N
a
agreement.
H
However, the expected accquisition date for Ochannomizu Sola City is subjject to any
c
change
in thee Pricing Datee.
5. Design
nation of parrty to receivee allocation
T Domestic Underwriteers will sell 112,220 units of the investtment units inn the Domesttic Primary
The
Offerinng to Hulic C
Company Lim
mited, a purchhaser designaated by Hulicc Relic and thhe sharehold er of Hulic
Reit’s A
Asset Manageer
6. Lock- up
(1) In cconnection with the Offeriing, Hulic Reeit is expectedd to agree wiith the Joint G
Global Coorddinators and
a joint lead manager of the Dom
mestic Primaryy Offering too the effect thhat no sale (w
with the excluusion of the
lendingg of investm
ment units inn connection with the Secondary Offfering of Over-allotmentt) shall be
conduc ted during thhe period begginning with the
t Pricing D
Date and endiing on the date that is 1800 days after
written consennt of the Joinnt Global Cooordinators andd such joint
the Dellivery Date of the units wiithout prior w
lead maanager of the Domestic Primary Offerinng.
The Joiint Global Cooordinators annd such jointt lead manageer of the Dom
mestic Primarry Offering arre expected
to havee the authorityy to cancel such agreemennt, in whole or in part, at their discretion even duriing the 180
day locck-up-period described
d
aboove.
Offering, Hullic Reit has entered intoo agreement with the Jooint Global
(2) Inn connectionn with the O
Coordinnators to the effect that without
w
prior written conssent of the Jooint Global Coordinators,
C
during the
period beginning wiith the Pricingg date and ennding on the ddate that is 90 days after the
t Delivery Date of the
w investment units accomppanying the
units, nno issuance oof investmentt units (other than the issuuance of new
Domesttic Primary O
Offering, the International Offering, the Third-partyy Allotment, and splits of investment
units) sshall be conduucted.
will have the aauthority to cancel such aggreement, in whole
w
or in ppart, at their
The Joiint Global Cooordinators w
discretiion even durinng the 90-dayy lock-up perriod describedd above.
*This preess release disttributed to:
The Tokyyo Stock Exchhange Press Club
C
(Kabuto Club), Minisstry of Land, Infrastructuree, Transport aand Tourism
(MLIT) P
Press Club andd MLIT Press Club for Connstruction Publlications
Disclaimeer: This press reelease was preepared to notiffy the general ppublic about thhe issuance off new investmeent units and
secondary o ffering of inveestment units oof Hulic Reit and is not inteended as a sollicitation for innvestment in
Hulic Reit. T
The securities referred to aboove have not been,
b
and will nnot be registerred under the United
U
States
Securities Act
A of 1933, ass amended (thee “Securities A
Act”). The secuurities may noot be offered o r sold in the
United Statees absent regisstration or an eexemption from
m registration under the Seccurities Act. Thhe securities
referred to hherein will not be publicly offfered or sold inn the United Sttates. The transsaction concerned does not
involve any public offeringg of securities in the United States.
S
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