May 18, 2022
This notice is the English translation of the Japanese announcement on May 18, 2022
REIT Issuer
HEIWA REAL ESTATE REIT, Inc.
5-1 Nihonbashi Kabuto-cho,Chuo-ku, Tokyo
Aya Motomura, Executive Director
(Securities Code: 8966)
Asset Management Company
HEIWA REAL ESTATE Asset Management CO., LTD.
Masanori Hirano, President & Representative Director
Inquiries: Yoshio Ito, General Manager, Planning & Finance Department
TEL. +81-3-3669-8771
Notice Concerning the Issuance of New Investment Units and Secondary Offering of Investment Units
HEIWA REAL ESTATE REIT, Inc. (hereinafter referred to as “REIT”) announces that it has passed a resolution at the Board of Directors meeting, held today, concerning the issuance of new investment units and the secondary offering of investment units as follows.
Details
1. Issuance of new investment units through public offering (Primary Offering)
（1） Number of investment units to be offered
（2） Amount to be paid（issue value）
（3） Total amount to be paid (issue value)
（4） Issue price (offer price)
（5） Total amount of issue price
(total offer price)
（6） Method of public offering
55,200 units
To be determined
The amount to be paid in will be decided at a meeting of the REIT’s Board of Directors to be held on a date (“Pricing Date”) between Wednesday, May 25, 2022 and Friday, May 27, 2022 in accordance with the methods stated in Article 25 of the Japan Securities Dealers Association’s Rules Concerning Underwriting, Etc. of Securities.
To be determined
To be determined
The issue price (offer price) will be decided in accordance with methods stated in Article 25 of the Japan Securities Dealers Association’s Rules Concerning Underwriting, Etc. of Securities. The price will be provisionally calculated (with fractions less than 1 yen discarded) by deducting the 3,050 yen in distributions per unit forecast for the fiscal period ended May 31, 2022 (excluding surplus distributions per unit) from the closing price for ordinary transactions of the REIT’s investment units (“Investment Units”) on the Tokyo Stock Exchange (“TSE”) on the Pricing Date (the closing price for the units on the immediately preceding date in the event that no price is available on the Pricing Date) and by multiplying the result by a number between 0.90 and 1.00, taking demand and other factors into consideration.
To be determined
The public offering will be a primary offering in which all investment units shall be purchased and underwritten by five (5) companies, SMBC
Nikko Securities Inc., Daiwa Securities Co., Ltd., Nomura Securities Co., Ltd., Mizuho Securities Co., Ltd., and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (collectively the “Joint Lead Managers”), and two additional companies, IwaiCosmo Securities Co., Ltd., Tokai Tokyo Securities Co., Ltd. (Together, the Joint Lead Managers and these two companies are the “Underwriters.”). In addition, SMBC Nikko Securities Inc., Daiwa Securities Co., Ltd. and Nomura Securities Co., Ltd. will be the joint book runners (“Joint Book Runners”).
Underwriters will pay the REIT the total amount to be paid in (issue value) on the payment date stated in the following item (11). The difference between the total amount to be paid in for the primary offering (issue value) and the total amount of the issue price (offer price) will be the proceeds of the Underwriters. The REIT will pay no underwriting fee to the Underwriters.
1 unit or more, in multiples of 1 unit
The first business day following the pricing data.
From the first business day to the second business day after the Pricing Date
Either Wednesday, June 1, 2022 or Thursday, June 2, 2022 Provided, however, the payment date will be Wednesday, June 1, 2022 if the Pricing Date is Wednesday, May 25, 2022 or Thursday, May 26, 2022. The payment date will be Thursday, June 2, 2022 if the Pricing Date is Friday, May 27, 2022.
The first business day following the payment date.
（7） Details of underwriting agreement
（8） Subscription unit
（9） Subscription period
（10） Payment period for deposit in securities
（11） Payment date
（12） Delivery date
（13） The issue price (offer price), the amount to be paid in (issue value) and other matters necessary for the issuance of new investment units through the primary offering will be decided at future meetings of the REIT’s Board of Directors.
（14） Each of the above items will be subject to the effectuation of securities registration under the Financial Instruments and Exchange Act.
2. Secondary offering of investment units (Secondary offering through over-allotment)
（1） Seller
（2） Number of the secondary offering of investment unit
（3） Secondary offer price
（4） Total amount of secondary offer price
（5） Method of secondary offering
SMBC Nikko Securities Inc.
2,800 units
The number of investment units to be offered is the maximum number of investment units SMBC Nikko Securities Inc. will allocate by means of a secondary offering through over-allotment, taking demand and other factors in the primary offering into consideration. This number may decrease or the secondary offering through over-allotment may not be conducted at all, depending on demand and other factors. The number of investment units to be offered will be decided on the Pricing Date, taking demand and other factors into consideration.
To be determined
(The secondary offer price will be determined on the pricing date. In addition, the secondary offer price shall be the same as the issue price (offer price) in the primary offering.)
To be determined
Taking demand and other factors in the primary offering into account, SMBC Nikko Securities Inc. will conduct the secondary offering of Investment Units it will borrow (“Borrowed Investment Units”) from Heiwa Real Estate Co., Ltd. (“Heiwa Real Estate”), an investor in the REIT and a shareholder of HEIWA REAL ESTATE Asset Management CO., LTD. (the “Asset Management Company”), with 2,800 such units as the upper limit, separate from the primary offering.
2,800 units
To be determined
(The secondary offer price will be determined on the pricing date. In addition, the secondary offer price shall be the same as the issue price (offer price) in the primary offering.)
1 unit or more, in multiples of 1 unit
The same as the primary offering subscription period
The same as the primary offering payment period for deposit in securities
（6） Subscription unit
（7） Subscription period
（8） Payment period for deposit in securities
（9） Delivery dateThe same as the Primary Offering delivery date
（10） The secondary offering price and other matters necessary for the secondary offering of investment units through over-allotment will be decided at future meetings of the REIT’s Board of Directors.
（11） Each of the above items will be subject to the effectuation of securities registration under the Financial Instruments and Exchange Act.
3. Issuance of new investment units through Third-party Allotment (Third-party allotment)
（1） Number of investment units to be offered
（2） Total amount to be paid (total issue value)
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（3） |
Total amount to be paid |
To be determined |
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(total issue value) |
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（4） |
Allottee and allotted units |
SMBC Nikko Securities Inc. 2,800 units |
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（5） |
Subscription unit |
1 unit or more, in multiples of 1 unit |
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（6） |
Subscription period |
Any day between Monday, June 27, 2022 and Thursday, June 30, 2022 |
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(subscription date) |
However, it shall be the business day following the 30th day (or the |
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preceding business day if the 30th day is not a business day) from the |
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day following the subscription period for the primary offering and the |
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secondary offering through over-allotment. |
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（7） |
Payment date |
Any day between Tuesday, June 28, 2022 and Friday, July 1, 2022 |
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However, it shall be the second business day following the 30th day (or |
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the preceding business day if the 30th day is not a business day) from |
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the day following the subscription period for the primary offering and |
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the secondary offering through over-allotment. |
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（8） |
Investment units, for which no application for subscription is made by the end of the application period |
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stated in item (6) above (the application deadline) will not be issued. |
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（9） |
The amount to be paid in (issue value) and other matters necessary for the issuance of new investment units |
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through private placement will be decided at future meetings of the REIT’s Board of Directors. |
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（10） |
Each of the above items will be subject to the effectuation of securities registration under the Financial |
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Instruments and Exchange Act. |
＜Reference＞
1.Secondary Offering through Over-Allotment, etc.
（1） SMBC Nikko Securities Inc., the lead manager of the primary offering, may conduct a secondary offering of Investment Units (secondary offering through over-allotment), separate from the primary offering, by borrowing from Heiwa Real Estate a maximum of 2,800 units, taking demand and other factors in the primary offering into consideration. The number of investment units to be offered by means of secondary offering through over- allotment will be 2,800. This is the maximum number of units to be allocated for the secondary offering. The number may decrease or the secondary offering through over-allotment may not be conducted at all, depending on demand and other factors.
In connection with the secondary offering through over-allotment, the REIT’s Board of Directors at its meeting held on Wednesday, May 18, 2022 resolved to issue 2,800 Investment Units to SMBC Nikko Securities Inc. by means of private placement with any day during the period from Tuesday June 28, 2022 to Friday July 1, 2022 (provided, however, that the day shall be the date two business days after the 30th
day (if the 30th day is not a business day, then the preceding business day) from the day following the subscription period for the primary offering and secondary offering through over-allotment) as the payment date (the “Payment Date of the Private Placement”) in order to enable SMBC Nikko Securities Inc. to acquire the Investment Units necessary to return the Borrowed Investment Units.
During the period from the date immediately after the last day of the subscription period for both the primary offering and the secondary offering through over-allotment to to the day two business days prior to the Payment Date of the Private Placement (the “Syndicate Cover Transaction Period”), SMBC Nikko Securities Inc. may purchase Investment Units on the TSE in a quantity up to a number specified in the secondary offering through over-allotment (“Syndicate Cover Transactions”) with the goal of returning the Borrowed Investment Units. All Investment Units acquired by SMBC Nikko Securities Inc. through Syndicate Cover Transactions will be used to return the Borrowed Investment Units. During the Syndicate Cover Transaction Period, SMBC Nikko Securities Inc. may not perform any Syndicate Cover Transactions or terminate Syndicate Cover Transactions in a quantity lower than the number of units issued in the secondary offering through over-allotment based on its own discretion.
In addition, SMBC Nikko Securities Inc. may engage in stabilizing transactions in connection with the primary offering and the secondary offering through over-allotment. SMBC Nikko Securities Inc. may use all or part of the Investment Units purchased through such stabilizing transactions for returning Borrowed Investment Units.
In response to the allotment through private placement, SMBC Nikko Securities Inc. plans to acquire Investment Units in the number determined by deducting the number of investment units purchased through stabilizing transactions and the Syndicate Cover Transactions and used to return the Borrowed Investment Units from the number of investment units to be offered in the secondary offering through over-allotment. For that reason, subscriptions may not be made for all or part of the investment units to be issued through private placement. As a result, the final number of investment units issued in private placement may decrease to the extent set by the number of the unsubscribed investment units or the issuance of investment units through private placement may not take place at all due to the forfeiture of subscription rights.
Whether or not the secondary offering through over-allotment will take place, and how many investment units will be issued in the event the secondary offering through over-allotment is conducted will be decided on the Pricing Date. SMBC Nikko Securities Inc. will not borrow Investment Units from Heiwa Real Estate if the secondary offering through over-allotment does not take place. In this case, the issuance of new investment units through private placement will not take place at all due to forfeiture because SMBC Nikko Securities Inc. will not accept allotment through private placement and not apply for subscription. Moreover, no Syndicate Cover Transactions will take place on the TSE.
（2） The above transactions will be carried out by SMBC Nikko Securities Inc. in consultation with Daiwa Securities Co. Ltd. and Nomura Securities Co., Ltd.
2. Change in the total number of outstanding investment units after this issuance of new investment units
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Present total number of outstanding units |
1,055,733 units |
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Increase in the number of investment units associated with |
55,200 units |
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the issuance of new investment units in the primary offering |
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Total number of outstanding investment units after the |
1,110,933 units |
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issuance of new investment units in the primary offering |
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Increase in the number of investment units associated |
2,800 units |
(note) |
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with the third-party allotment |
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Total number of outstanding investment units after the |
1,113,733 units |
(note) |
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third-party allotment |
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Note: The numbers of investment units stated above assume that SMBC Nikko Securities Inc. subscribes to all of the investment units in private placement, and that all such investment units are issued. Subscriptions may not be made for all or part of the investment units issued through private placement. As a result, the final number of investment units issued through private placement may decrease to the extent set by the number of unsubscribed investment units or the issuance of investment units through private placement may not take place at all due to the forfeiture of subscription rights. Please refer to the subsection (1) in section 1. Secondary Offering through Over-Allotment, etc. above for details.
3. Purpose and Reason for the Issuance
The purposes of the issuance of new investment units are to expand assets, increase the profitability of the portfolio, and qualitatively improve the portfolio through the acquisition of new specified assets (having the meaning defined in Article 2, Paragraph 1 of the Act on Investment Trusts and Investment Corporations, used in the same way hereinafter). The issuance of new investment units has been decided after the careful consideration of factors, including real estate market conditions, investment unit market conditions, the distribution level, and the net asset value (NAV) per unit, to strengthen the financial foundation by lowering the LTV ratio.
4. Electronic delivery of prospectus
Underwriters will provide the prospectus for the Offering (the Primary Offering and the private placement may be collectively referred to as the “Offering.” The same shall apply hereinafter.) not in writing, but entirely by electronic delivery (Note). The REIT believes that the electronic delivery of the prospectus is an initiative in line with the current trends, as society is transitioning to being more paperless due to the ubiquitization of teleworking, web conferencing, etc., due to the COVID-19 pandemic.
(Note) The REIT refers to the provision of prospectus information by electromagnetic means as the “electronic delivery of the prospectus” and,
as a result, refers to the Offering, which does not involve the delivery of a paper prospectus, as a “paperless” offering. The prospectus provider
shall be deemed to have delivered the prospectus if it has obtained the consent of the prospectus recipient and has provided the information
contained in the prospectus by electromagnetic means (Article 27-30-9, Paragraph 1 of the Financial Instruments and Exchange Act and Article
32-2, Paragraph 1 of the Cabinet Office Ordinance on Disclosure of Information of Regulated Securities, etc.). Therefore, if consent cannot be
obtained, or if consent is withdrawn (Article 32-2, Paragraph 7 of the Cabinet Office Ordinance on Disclosure of Information of Regulated
Securities, etc.), the prospectus cannot be delivered electronically, but underwriters will sell Investment Units in the Offering only to investors
whose consent have been obtained and not withdrawn.
5. Amount of Proceeds, Their Use and Planned Disbursement Date
- Amount of proceeds (estimated net proceeds)
7,998,000,000 yen (maximum)
Note: The amount above is the sum of the estimated net proceeds of 7,612,000,000 yen from the primary offering and the estimated maximum net proceeds of 386,000,000 yen from the issuance of new investment units through private placement. The amount stated above is also an estimate based on the closing price for ordinary transactions in Investment Units on the TSE on Thursday, April 28, 2022.
(2) Specific use of proceeds and their planned disbursement date
The REIT plans for the net proceeds from the primary offering (7,612,000,000 yen) to be a portion of the funds it will spend on the acquisition of specified assets. The REIT will treat the remainder as a cash reserve, and allocate it as a portion of the funds it will spend on the future acquisition of specified assets if any balance is left. In addition, the REIT plans for the maximum net proceeds from the issuance of new investment units through private placement (386,000,000 yen) to be a portion of the expenses associated with the acquisition of specified assets and a portion of the expenses necessary for the primary offering and the issuance of new investment units through private placement. Any remaining balance shall be kept as part of cash reserves to be used for future acquisitions of specified assets.
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Disclaimer
HEIWA Real Estate REIT Inc. published this content on 03 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2022 08:01:08 UTC.
Publicnow 2022
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Technical analysis trends HEIWA REAL ESTATE REIT, INC.
| Short Term | Mid-Term | Long Term | |
| Trends | Bearish | Neutral | Bearish |
Income Statement Evolution
| Mean consensus | – |
| Number of Analysts | 0 |
| Last Close Price | 146 000,00 |
| Average target price | |
| Spread / Average Target | – |
