Industrial & Infrastructure Fund Investment Corpor : IIF to Issue New Investment Units and Conduct Secondary Offering of Investment Units (145KB)

Industrial & Infrastructure Fund Investment Corporation (Tokyo Stock Exchange Company Code: 3249) News Release - January 24, 2017

IIF to Issue New Investment Units and Conduct Secondary Offering of Investment Units

Industrial & Infrastructure Fund Investment Corporation ("IIF") announced today that its board of directors, at a meeting held on January 24, 2017, passed a resolution to issue new investment units and to conduct a secondary offering of investment units, as outlined below.

1. Issuance of New Investment Units through Public Offering

   (1)	Number of investment units to be offered	43,538 investment units of IIF ("IIF Investment Units") in total of the following (i) and (ii) as described in (4) (ii) below.
   (2)	Amount to be paid in (Issue value)	To be determined. (The amount to be paid in shall be determined at the board of directors' meeting to be held on a date between Tuesday, February 7, 2017 and Thursday, February 9, 2017 ("Issue Price Determination Date") based on the method provided in Article 25 of the regulations in regard to the underwriting, etc. of securities as provided by the Japan Securities Dealers Association. The amount to be paid in (issue value) refers to the amount IIF shall receive from underwriters as the payment proceeds per IIF Investment Unit.)
   (3)	Total amount to be paid in (Total issue value)	To be determined.

2. 42,476 IIF Investment Units to be underwritten and purchased by the Domestic Underwriters and the Overseas Underwriters as described below in (4) (i) and (ii) below, respectively.

3. A maximum of 1,062 IIF Investment Units to be additionally issued, which are subject to the right to purchase granted to the Overseas Underwriters in the Overseas Offering

4. (4) Offering method (i) Domestic Public Offering

   IIF Investment Units will be offered through a public offering in Japan ("Domestic Public Offering"), and all investment units for the Domestic Public Offering shall be underwritten and purchased by joint lead managers (collectively referred to as the "Joint Lead Managers" and, together with other domestic underwriters, the "Domestic Underwriters").

   (ii) Overseas Offering

   IIF Investment Units will be offered in the overseas markets, consisting mainly of the U.S., European and Asian markets (provided that any offering in the United States will be restricted to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933) (referred to herein as the "Overseas Offering" and collectively

   with the Domestic Public Offering, the "Offerings"). Overseas underwriters (collectively referred to as the "Overseas Underwriters" and, together with the Domestic Underwriters, the "Underwriters") shall purchase severally and not jointly all of the investment units with respect to the Overseas Offering. In addition, the right to purchase IIF Investment Units to be issued additionally as described in (1) (ii) above shall be granted to the Overseas Underwriters. Certain Underwriters will act as joint global coordinators for the Offerings, and the over-allotment secondary offering mentioned in "2. Secondary Offering of Investment Units (Offering through Over-Allotment)" below. offered will not exceed the upper limit of 43,538 units.
   (5)	Compensation for Underwriters	No underwriting commission will be paid, and the difference between the total issue price (total offer price) and the total amount to be paid in (total issue value) with respect to the Offerings shall represent the Underwriters' compensation.
   (6)	Subscription unit	One unit or more in multiples of one unit.
   (7)	Subscription period for the Domestic Public Offering	From the following business day of the Issue Price Determination Date to two business days following the Issue Price Determination Date.
   (8)	Payment Date	Any date between Tuesday, February 14, 2017 and Thursday, February 16, 2017, provided that the date shall be five business days after the Issue Price Determination Date.
   (9)	Delivery Date	The following business day of the Payment Date.

5. Joint global coordinators

6. The issue price for the Offerings shall be determined based on the method provided in Article 25 of the regulations in regard to the underwriting, etc. of securities as provided by the Japan Securities Dealers Association, taking into consideration the level of demand, using as a tentative price the figure obtained by multiplying the closing price of the IIF Investment Units for ordinary trading on the Tokyo Stock Exchange, Inc. ("Tokyo Stock Exchange") on the Issue Price Determination Date (in the event of no closing price on such date being available, the closing price on the preceding date) by a figure between 0.90 to 1.00 (any fraction of one yen shall be rounded down to the nearest yen).

7. The total number of units to be offered is 43,538 units, consisting of 21,238 units through the Domestic Public Offering and 22,300 units through the Overseas Offering (21,238 units to be purchased by the Overseas Underwriters and 1,062 units to be purchased under the right to purchase additionally-issued IIF Investment Units granted to the Overseas Underwriters). However, the final decision on the total number of units to be offered shall be made on the Issue Price Determination Date taking into consideration the level of demand to the extent that the total number of units to be

(10)	The issue price (offer price), the amount to be paid in (issue value) and other items required for the issuance of the new IIF Investment Units shall be determined at a board of directors' meeting to be held in the future.
(11)	The aforementioned items shall be subject to the Securities Registration Statement, filed pursuant to the Financial Instruments and Exchange Act of Japan becoming effective.

8. Secondary Offering of Investment Units ("Offering through Over-Allotment")

   (1)	Seller and number of investment units to be offered	A Domestic Underwriter: 1,062 units The number of IIF Investment Units to be offered as shown above indicates the maximum number of units to be offered through the Offering through Over-Allotment. Depending on the level of demand and other factors of the Domestic Public Offering, the number of units may be reduced, or the Offering through Over-Allotment itself may not be conducted. The number of IIF Investment Units to be offered shall be determined at a board of directors meeting to be held on the Issue Price Determination Date.
   (2)	Selling price	To be determined. (To be determined on the Issue Price Determination Date. The selling price shall be identical to the issue price (offer price) of the Domestic Public Offering.)
   (3)	Total selling price	To be determined.
   (4)	Offering method	Depending on the level of demand and other factors of the Domestic Public Offering, the Domestic Underwriter shall offer the IIF Investment Units by borrowing a maximum of 1,062 units from Mitsubishi Corporation, a unitholder of IIF Investment Units, separate from the Domestic Public Offering.
   (5)	Subscription unit	One unit or more in multiples of one unit.
   (6)	Subscription period	Identical to the subscription period for the Domestic Public Offering.
   (7)	Delivery date	The following business day of the Payment Date for the Domestic Public Offering.
   (8)	Should the Domestic Public Offering be suspended, the Offering through Over-Allotment shall also be suspended.
   (9)	The selling price and other items required for the Offering through Over-Allotment shall be determined at a board of directors meeting to be held in the future.
   (10)	The aforementioned items shall be subject to the Securities Registration Statement, filed pursuant to the Financial Instruments and Exchange Act of Japan becoming effective.

9. Issuance of New Investment Units through Third-Party Allotment ("Third-Party Allotment")

10. (1)	Number of investment units to be offered	1,062 units
    (2)	Amount to be paid in (Issue value)	To be determined. (To be determined at the board of directors meeting to be held on the Issue Price Determination Date. The amount to be paid in (issue value) shall be identical to the amount to be paid in (issue value) for the Domestic Public Offering.)
    (3)	Total amount to be paid in (Total issue value)	To be determined.
    (4)	Allottee and number of investment units to be allotted	A Domestic Underwriter: 1,062 units
    (5)	Subscription unit	One unit or more in multiples of one unit.
    (6)	Subscription period (Subscription date)	Thursday, March 2, 2017
    (7)	Payment date	Friday, March 3, 2017
    (8)	Investment units for which no application for subscription has been made during the subscription period (subscription date) described in (6) above shall not be issued.
    (9)	Should the Domestic Public Offering be suspended, the Third-Party Allotment shall also be suspended.
    (10)	The amount to be paid in (issue value) and other items required for the issuance of the new investment units through Third-Party Allotment shall be determined at a board of directors meeting to be held in the future.
    (11)	The aforementioned items shall be subject to the Securities Registration Statement, filed pursuant to the Financial Instruments and Exchange Act of Japan becoming effective.

    About IIF: Industrial and Infrastructure Fund Investment Corporation ("IIF") is the first J-REIT to focus on acquiring and operating both industrial and infrastructure properties in Japan－properties that play a vital role in the Japanese economy, and for which IIF expects to see stable demand in the mid to long term. With respect to industrial properties, IIF intends to invest in a diverse portfolio of properties, including manufacturing and research and development facilities.

    Please refer to our website at http://www.iif-reit.com/english/

    Contact: For further information relating to this news release as well as IIF and its Asset Manager, please feel free to contact Mr. Toshiaki Fukai (Telephone Number: [phone]), Head of Industrial Division at Mitsubishi Corp. -UBS Realty, Inc., Asset Manager for Industrial & Infrastructure Fund Investment Corporation.

    Investor Relations: Telephone Number: [phone]

    E-mail: [e-mail]

    This English language release is for informational purposes only, and the Japanese language release should be referred to as the original.