For Translation Purposes Only
July 28, 2021
For Immediate Release
Issuer of real estate investment trust securities: Invesco Office J-REIT, Inc.
6-10-1, Roppongi, Minato-ku, Tokyo
Ryukichi Nakata, Executive Director
(TSE code: 3298)
Asset Management Company:
Invesco Global Real Estate Asia Pacific, Inc. Yasuyuki Tsuji, Representative in Japan
Inquiries: Hiroto Kai, Head of Portfolio Management Department
TEL. +81-3-6447-3395
Company Name:
IRE IOJ Godo Kaisha
Managing Member, IRE IOJ Ippan Shadan Hojin Executive Officer Takeshi Nakamura
Company Name:
MAR IOJ Godo Kaisha
Managing Member, MAR IOJ Ippan Shadan Hojin
Executive Officer Toshiaki Takahashi
Notice concerning the Result of Tender Offer for Investment Units of Invesco Office J-REIT
(TSE code: 3298) by IRE IOJ Godo Kaisha and MAR IOJ Godo Kaisha
Invesco Office J-REIT, Inc. (hereinafter referred to as the "Investment Corporation") hereby announces that, IRE IOJ Godo Kaisha and MAR IOJ Godo Kaisha (hereinafter collectively referred to as the "Tender Offerors") conducted a tender offer for the investment units of the Investment Corporation from June 18, 2021 to July 27, 2021 and the Investment Corporation received a report regarding the results of the tender offer from the Tender Offerors as Attached Material.
(Attached Material)
"Announcement Regarding Result of the Tender Offer for the Investment Units of Invesco Office J-REIT Inc. (TSE Code: 3298)" dated July 28, 2021.
*Website address of the Investment Corporation: http://www.invesco-reit.co.jp/en/
July 28, 2021
To whom it may concern
Company Name | IRE IOJ Godo Kaisha |
Representative | IRE IOJ Ippan Shadan Hojin, |
Representative Member | |
Takeshi Nakamura, Executive Officer | |
Company Name | MAR IOJ Godo Kaisha |
Representative | MAR IOJ Ippan Shadan Hojin, |
Representative Member | |
Michiaki Takahashi, Executive Officer |
Announcement Regarding Result of the Tender Offer
for the Investment Units of Invesco Office J-REIT Inc. (TSE Code: 3298)
IRE IOJ Good Kaisha and MAR IOJ Good Kaisha (collectively, the "Offerors") decided on June 17, 2021 to acquire investment units (the "Investment Units") of Invesco Office J-REIT Inc. (TSE Code : 3298) (the "Target"), which is listed on the J-REIT market of Tokyo Stock Exchange Inc. (the "Tokyo Stock Exchange") through a tender offer (the "Tender Offer") under the financial Instrument and Exchange Act (Act No. 25 of 1948, as amended, the "Act"), and conducted the Tender Offer from June 18, 2021. The Tender Offer ended on July 27, 2021, so the Offerors hereby announce the result of the Tender Offer as follows.
1.Outline of the Tender Offer
-
Names and Addresses of the Offerors Name: IRE IOJ Godo Kaisha
Address: 10-1 Roppongi 6-chome,Minato-ku, Tokyo
Name: MAR IOJ Godo Kaisha
Address: 10-1 Roppongi 6-chome,Minato-ku, Tokyo - Name of the Target
Invesco Office J-REIT Inc.
- Type of Share Certificates, Etc. to Be Purchased Investment Units
- Number of Share Certificates, Etc. to Be Purchased
Number to be purchased | Minimum number to be purchased | Maximum number to be purchased |
8,802,650 (Investment Units) | 4,761,794 (Investment Units) | - (Investment Units) |
(Note1) If the total number of Investment Units tendered for the Tender Offer (the "Tendered Investment Units.") falls short of the minimum number of Investment Units to be purchased (4,761,794 Investment Units), the Offerors will not purchase any of the Tendered Investment Units. In the event that the total number of Tendered Investment Units is equal to or exceeds the minimum number of Investment
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Units to be purchased (4,761,794 Investment Units), the Offerors will purchase all of the Tendered Investment Units.
(Note 2) The number of Investment Units to be purchased is the maximum number of Investment Units that the Offerors may acquire in the Tender Offer (8,802,650 Investment Units) as the maximum number of Investment Units to be purchased is not set in the Tender Offer. Such maximum number is the number of Investment Units (8,802,650 Investment Units) as of April 30, 2021 as stated in the "Summary of Financial Results (REIT) for the Fiscal Period Ended April 30, 2021" announced on June 15, 2021 (the "Target Summary of Financial Results").
(Note 3) The Offerors do not intend to acquire the Investment Units owned by the Target in treasury through the Tender Offer.
(Note 4) Among the Offerors, IRE IOJ Good Kaisha plans to acquire 4,401,325 Investment Units and MAR IOJ Good Kaisha plans to acquire 4,401,325 Investment Units.
- Tender Offer Period
- Tender Offer Period as of the Date of the Tender Offer Registration Statement From June 18, 2021 (Friday) to July 27, 2021 (Tuesday) (26 business days)
- Possibility of Extending the Above Period upon Request of the Target
If the Target had filed a position statement requesting the Offerors to extend the tender offer period pursuant to the provisions of Article 27-10, Paragraph (3) of the Act, the tender offer period would have been extended to August 2, 2021 (Monday) (30 business days). However, such position statement was not filed.
(6) Purchase Price
JPY 22,750 per Investment Unit
2.Result of the Tender Offer
(1) Outcome of the Tender Offer
The Offerors set the condition that if the total number of Tendered Investment Units fell short of the minimum number of Investment Units to be purchased (4,761,794 Investment Units), the Offerors would not purchase any of the Tendered Investment Units. Since the total number of Tendered Investment Units (5,727,676 Investment Units) is equal to or more than the minimum number of Investment Units to be purchased (4,761,794 Investment Units), the Offerors will purchase all of the Tendered Investment Units as stated in the public notice of commencement of the Tender Offer and the tender offer registration statement.
(2) Date of Public Notice of the Result of the Tender Offer and Name of Newspaper for Public Notice
In accordance with Article 27-13, Paragraph 1 of the Act, the Offerors have publicly announced the result of the Tender Offer to the press at the Tokyo Stock Exchange on July 28, 2021 in the manner set out in Article 9-4 of the Financial Instruments and Exchange Act Enforcement Order (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Persons Other Than Issuers (Ordinance of the Ministry of Finance No. 38 of 1990, as amended).
(3) Number of Share Certificates, Etc. Purchased
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Types of Share Certificates, Etc. | ① Number of Tendered Investment | ② Number | of | Purchased |
Units on a Number-of-Units Basis | Investment Units on a Number-of- | |||
Units Basis | ||||
Investment Units | 5,727,676 (Investment Units) | 5,727,676 (Investment Units) | ||
Certificates of Investment Unit | -(Investment Units) | -(Investment Units) | ||
Acquisition Rights | ||||
Total | 5,727,676 (Investment Units) | 5,727,676 (Investment Units) | ||
(Total Number of dilutive Share | (- (Investment Units)) | (- (Investment Units)) | ||
Certificates, Etc.) |
(Note)In "(1) Overview of the Tender Offer" of "3. Purpose of the Purchase" in "I. Terms of the Tender Offer" of
the tender offer registration statement, the Offerors stated that each Offeror would purchase Tendered Investment Units, with IRE IOJ Godo Kaisha purchasing the number equivalent to 50% of the Tendered Investment Units, and MAR IOJ Godo Kaisha purchasing the number equivalent to 50% of the Tendered Investment Units (however, if there was a fraction resulting in the number of Tendered Investment Units purchased by each Offeror, the number of Tendered Investment Units purchased by IRE IOJ Godo Kaisha would be rounded up to the nearest whole unit, and the number of Tendered Investment Units purchased by MAR IOJ Godo Kaisha will be rounded down to the nearest whole unit), and "the number of Purchased Investment Units on a number-of-units basis" purchased by each Offeror is as follows.
Names of the Offerors | Number of Purchased Investment Units on a Number-of-Units Basis | ||
IRE IOJ Godo Kaisha | 2,863,838 (Investment Units) | ||
MAR IOJ Godo Kaisha | 2,863,838 (Investment Units) | ||
(4) Ownership Ratio of Share Certificates, Etc. after the Purchase | |||
Number of voting rights represented | - units | (Ownership ratio of Share Certificates, Etc. | |
by Share Certificates, Etc. owned by | prior to the Purchase | ||
the Offerors prior to the Purchase. | -%) | ||
Number of voting rights represented | (Ownership ratio of Share Certificates, Etc. | ||
by Share Certificates, Etc. owned by | - units | ||
prior to the Purchase | |||
special related parties prior to the | |||
-%) | |||
Purchase | |||
Number of voting rights represented | (Ownership ratio of Share Certificates, Etc. | ||
by Share Certificates, Etc. owned by | 5,727,676 units | after the Purchase | |
the Offerors after the Purchase | 65.07%) | ||
Number of voting rights represented | (Ownership ratio of Share Certificates, | ||
by Share Certificates, Etc. owned by | |||
- units | Etc. after the Purchase | ||
special related parties after the | |||
-%) | |||
Purchase | |||
Total number of voting rights held by | 8,802,650 units | ||
all unitholders of the Target | |||
(Note 1) "Total number of voting rights held by all unitholders of the Target" is the number of voting rights (8,802,650) represented by the total number of outstanding Investment Units (8,802,650 Investment Units) as of April 30, 2021 as stated in the Target Summary of Financial Results.
(Note 2) "Ownership ratio of Share Certificates, Etc. prior to the Purchase" and "Ownership ratio of Share Certificates, Etc. after the Purchase" are rounded to two decimal places.
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- Calculation by the Pro Rata Method in the Tender Offer Not applicable
- Method of the Settlement
- Name and Location of Head Office of Financial Instruments Business Operator or Bank, Etc. in Charge of the Settlement of the Tender Offer
(Tender Offer Agent) | |
SMBC Nikko Securities Inc. | 3-3-1 Marunouchi, Chiyoda-ku, Tokyo |
- Commencement Date of the Settlement August 3, 2021 (Tuesday)
-
Method of the Settlement
A written notice of the Purchase through the Tender Offer is to be mailed to the address or location of
each tendering unitholder (or in the case of a non-resident unitholder, that of its standing proxy) without delay after the completion of the tender offer period. The Purchases are to be paid for in cash. The sales proceeds pertaining to the Share Certificates, Etc. that have been purchased are to be remitted from the tender offer agent to a location specified by the tendering unitholder (or in the case of a non-resident unitholder, by its standing proxy) or to the tendering account registered with the tender offer agent, without delay after the commencement date of the settlement pursuant to each tendering unitholder's instruction (or in the case of a non-resident unitholder, its standing proxy's instruction).
3.Policy after the Tender Offer and Future Prospects
There has been no change in the policies to be implemented after the Tender Offer and other related matters described in the public notice of commencement of the Tender Offer and the tender offer registration statement relating to the Tender Offer.
Further, the Investment Units are currently listed on the J-REIT market of the Tokyo Stock Exchange, but the Offerors intend to acquire all of the Investment Units (excluding the Investment Units owned by the Target in treasury (if any)). In that case the Investment Units will be delisted after performing the prescribed procedures in accordance with the Tokyo Stock Exchanges' delisting criteria.
The Target will promptly make a public announcement of future procedures once they have been determined.
4.Place Where a Copy of the Tender Offer Report is Available for Public Inspection
IRE IOJ Godo Kaisha | 10-1 Roppongi 6-chome,Minato-ku, Tokyo |
MAR IOJ Godo Kaisha | 10-1 Roppongi 6-chome,Minato-ku, Tokyo |
Tokyo Stock Exchange Inc. | 2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo |
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Invesco Office J-REIT Inc. published this content on 28 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2021 06:02:03 UTC.