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 4 <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. S 6 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 7
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