ADVANCE RESIDENCE INVESTMENT CORPORATION September 12, 2023
For Immediate Release
Advance Residence Investment Corporation
Securities Code：3269
1-105Kanda-Jinbocho,Chiyoda-ku, Tokyo
Wataru Higuchi, Executive Director
Asset Management Company:
ITOCHU REIT Management Co., Ltd.
Junichi Shoji, Representative Director,
President & CEO
Inquiries:
Isao Kudo, Executive Officer
TEL. +81-3-6821-5483
Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment Units
Advance Residence Investment Corporation (ADR) announced that the following resolution concerning the issuance of new investment units and secondary offering of investment units was passed at a meeting of its board of directors held today.
1. Public Offering of New Investment Units (Public Offering)
(1) | Total Number of | 45,600 units |
Investment Units to be | ||
Offered | ||
(2) | Issue Price | To be determined. |
(Offering Price) | The issue price (offering price) for the public offering, shall be | |
determined at the meeting of the board of directors of ADR to be | ||
held on any one of the days (hereafter, "pricing date") between | ||
September 20, 2023 (Wednesday) and September 25, 2023 | ||
(Monday) based on the indicative price range; that being the | ||
closing price of the investment units of ADR (hereafter, "ADR | ||
investment units") at Tokyo Stock Exchange, Inc. (TSE) on the | ||
pricing date (when there is no closing price on the pricing date, | ||
the closing price on the most recent day preceding the pricing | ||
date) multiplied by a factor between 0.90 and 1.00 (rounded | ||
down to the nearest one yen), taking into consideration the | ||
demand for ADR investment units and other factors. | ||
(3) | Total Issue Amount | To be determined. |
(Offering Price) | ||
(4) | Paid-in Amount | To be determined. |
(Issue Value) | The paid-in amount (issue value) shall be determined at the | |
meeting of the board of directors to be held on the pricing date. | ||
The total paid-in amount (issue value) is the amount per ADR | ||
investment unit that ADR is to receive from the underwriters | ||
indicated in (6) below as the payment for new investment units. |
Note: This document is a press release intended for general publication regarding ADR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment. ADR asks that investors make investment decisions only after they have made sure to refer to the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by ADR, and that they make investment decisions at their own discretion and responsibility.
- Total Paid-in Amount (Total Issue Amount)
- Offering Method
- Detail of Underwriting Agreement
- Book Building Period
- Unit of Subscription
- Subscription Period
- Payment Period for Deposit in Securities
- Payment Date
To be determined.
The offering shall be a public offering in which all ADR investment units subject to the public offering shall be underwritten and purchased by SMBC Nikko Securities Inc., Nomura Securities Co., Ltd., Daiwa Securities Co., Ltd., SBI SECURITIES Co., Ltd. (hereafter, collectively referred to as the "Underwriters"), where Mizuho Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. shall act as the lead managers (hereafter, "Joint Lead Managers").
The Underwriters shall pay ADR the total issue amount on the payment date indicated in (12) below, and the difference between the total issue amount (offering price) and total paid-in amount (total issue amount) shall be the proceeds for the Underwriters. ADR will not pay any underwriting fee to the Underwriters.
From September 15, 2023 (Friday) to the pricing date
One unit or more in multiples of one unit
September 21, 2023 (Thursday)
The above subscription period may be moved down in consideration of the demand and other factors. The latest that the subscription period may be moved down to September 26, 2023 (Tuesday).
From September 21, 2023 (Tuesday) To September 22, 2023 (Friday)
The above payment period for deposit in securities may be moved down in consideration of the demand and other factors. The latest that the payment date may be moved down to September 26, 2023 (Tuesday) to September 27, 2023 (Wednesday).
September 26, 2023 (Tuesday)
The above payment date may be moved down in consideration | |
of the demand and other factors. The latest that the payment date | |
may be moved down to September 29, 2023 (Friday). | |
(13) Delivery Date | The business day immediately following the payment date. |
- The issue price (offering price), paid-in amount (issue value) and other matters necessary for this issuance of new investment units shall be decided at the meeting of the board of directors to be held on a later date. However, changes prior to official decisions shall be left to the discretion of the executive director.
Note: This document is a press release intended for general publication regarding ADR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment. ADR asks that investors make investment decisions only after they have made sure to refer to the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by ADR, and that they make investment decisions at their own discretion and responsibility.
- Each of the items above shall be subject to the condition that the Securities Registration Statement filed in accordance with the Financial Instruments and Exchange Law takes effect.
2. Secondary Offering of Investment Units (Secondary offering Via Over-Allotment)
- Seller
- Number of Investment Units to be Offered
Mizuho Securities Co., Ltd.
2,400 units
The secondary offering via over-allotment shall be a secondary offering by Mizuho Securities Co., Ltd. implemented separate from the public offering. The secondary offering shall take into consideration the demand and other factors of the public offering. The above number of investment units to be offered indicates the maximum number of investment units that can be offered through the secondary offering via over-allotment. This number may be reduced or the secondary offering itself may not take place at all depending on demand and other factors.
(3) Selling Price | To be determined. |
- Total Selling Price
- Method of Offering
- Units of Subscription
- Subscription Period
- Payment Period for Deposit in Securities
- Delivery Date
The selling price shall be determined at the meeting of the board of directors to be held on the pricing date. The selling price shall be the same price as the issue price (offering price) of the public offering.
To be determined.
Mizuho Securities Co., Ltd. will borrow from ADR's unitholder (ITOCHU Corporation), a maximum of 2,400 ADR investment units to implement a secondary offering, taking into consideration the demand and other factors of the public offering.
One unit or more in multiples of one unit
Shall be same as the subscription period of the public offering.
Shall be same as the payment period for deposit in scurities of the public offering.
Shall be same as the delivery date of the public offering.
- The selling price and other matters necessary for this secondary offering of investment units shall be decided at the meeting of the board of directors to be held on a later date. However, changes prior to official decisions shall be left to the discretion of the executive director.
- If the public offering is canceled, the secondary offering via over-allotment shall be also canceled.
Note: This document is a press release intended for general publication regarding ADR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment. ADR asks that investors make investment decisions only after they have made sure to refer to the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by ADR, and that they make investment decisions at their own discretion and responsibility.
- Each of the items above shall be subject to the condition that the Securities Registration Statement filed in accordance with the Financial Instruments and Exchange Law takes effect.
3. Issuance of New Investment Units to be Offered by Way of Third-Party Allotment
- Number of Investment Units to be Offered
- Allottee and Number of Units to be Allotted
- Paid-inAmount (Issue Value)
- Total Paid-in Amount (Total Issue Amount)
2,400 units
2,400 units to Mizuho Securities Co., Ltd.
To be determined.
The paid-in amount (issue value) shall be determined at the meeting of the board of directors to be held on the pricing date. Furthermore, the paid-in amount (issue value) shall be the same as the paid-in amount (issue value) of the public offering.
To be determined.
(5) | Units of Subscription | One unit or more in multiples of one unit | |
(6) | Subscription Period | October 18, 2023 | (Wednesday) |
(Subscription Deadline) | |||
(7) | Payment Date | October 19, 2023 | (Thursday) |
- ADR investment units with no subscriptions within the subscription period (subscription deadline) indicated in (6) above, shall not be issued.
- The paid-in amount (issue amount) and other matters necessary for this issuance of new investment units by way of third-party allotment shall be determined at the meeting of the board of directors to be held on a later date.
- If the public offering is canceled, this issuance of new investment units by way of third-party allotment shall be also canceled.
- Each of the items above shall be subject to the condition that the Securities Registration Statement filed in accordance with the Financial Instruments and Exchange Law takes effect.
1. About the Secondary offering via Over-Allotment
- Upon the public offering, depending on the demand for ADR investment units, Mizuho Securities Co., Ltd. may carry out a secondary offering of ADR investment units by borrowing a maximum of 2,400 units from ADR's unitholder, ITOCHU Corporation (hereafter, the "secondary offering via over-allotment"), separately from the public offering. The maximum number of units borrowed shall be the maximum number of investment units to be selled through the secondary offering via over-allotment. This number
Note: This document is a press release intended for general publication regarding ADR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment. ADR asks that investors make investment decisions only after they have made sure to refer to the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by ADR, and that they make investment decisions at their own discretion and responsibility.
may be reduced or the secondary offering via over-allotment itself may not take place at all depending on the demand for ADR investment units and other factors.
To enable Mizuho Securities Co., Ltd. to acquire ADR investment units it requires to return after carrying out the secondary offering via over-allotment, ADR's board of directors passed a resolution at the meeting held on September 12, 2023 (Tuesday) to issue ADR investment units totaling 2,400 units through a third- party allotment with Mizuho Securities Co., Ltd. as the allottee and October 19, 2023 (Thursday) as the payment deadline.
- During the period from the day after the end date of the subscription period for the public offering and secondary offering via over-allotment to October 16, 2023 (Monday) (hereafter, the "syndicate cover transaction period"), Mizuho Securities Co., Ltd. may acquire ADR investment units on the Tokyo Stock Exchange up to the number of investment units it had selled through the secondary offering via over- allotment (hereafter, the "syndicate cover transaction"), for the purpose of returning the borrowed investment units. The ADR investment units that Mizuho Securities Co., Ltd. acquires in the syndicate cover transaction will all be allocated to returning the borrowed investment units. During the syndicate cover transaction period, Mizuho Securities Co., Ltd. may not perform, any syndicate cover transaction or end the syndicate cover transaction with acquired number of ADR investment units less than the number of investment units selled as the secondary offering via over-allotment, at its own discretion.
- Additionally, Mizuho Securities Co., Ltd. may conduct stabilization operation in conjunction with the public offering and secondary offering via over-allotment. All or some of the ADR investment units acquired through the said stabilization operation may be allocated to returning the borrowed investment units.
In this case, Mizuho Securities Co., Ltd. plans to acquire ADR investment units that will be the remaining number of units from subtracting the number of units acquired from the syndicate cover transaction and stabilization operation, which are appropriated in returning the borrowed ADR investment units, from the number of ADR investment units selled in the secondary offering via over-allotment. Therefore, there will be instances where all or part of the right to be allotted with the investment units to be issued in the third- party allotment will be forfeited. As a result, the number of investment units ultimately issued through the third-party allotment will decrease or the issue itself will not take place at all.
Whether or not the secondary offering via over-allotment will take place and the number of investment units to be selled in the case that the secondary offering via over-allotment takes place is determined on the pricing date. If no secondary offering via over-allotment is to take place, the above-mentioned borrowing of ADR investment units from ADR unitholders by Mizuho Securities Co., Ltd. will not take place. Accordingly, it will not accept the third-party allotment and there will be no subscriptions, which will mean there will be no issuance of new investment units by way of the third-party allotment. Moreover, no syndicate cover transaction will be performed on the TSE.
Note: This document is a press release intended for general publication regarding ADR's issuance of new investment units and secondary offering of investment units, and has not been prepared for the purpose of soliciting investment. ADR asks that investors make investment decisions only after they have made sure to refer to the prospectus for the issuance of new investment units and secondary offering of investment units as well as amendments thereto (if any) prepared by ADR, and that they make investment decisions at their own discretion and responsibility.
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Advance Residence Investment Corporation published this content on 12 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 September 2023 06:51:05 UTC.
