[For Information Purpose Only.
The Japanese language press release should be referred to as the original.]
May 23, 2023
To All Concerned Parties
Name of REIT Issuer:
Invincible Investment Corporation
Naoki Fukuda, Executive Director
(Securities code:8963)
Asset manager:
Consonant Investment Management Co., Ltd. Naoki Fukuda, President & CEO
Contact: Jun Komo
General Manager of Planning Department (Tel. +81-3-5411-2731)
Notice concerning Changes in Major Shareholder
and Specified Related Corporations at CIM
Invincible Investment Corporation ("INV") today announced that, there will be changes in major shareholder and specified related corporations (the "Changes") at Consonant Investment Management Co., Ltd. ("CIM"), the asset manager of INV as follows.
Regarding matters which have not yet been determined as of today, INV will announce such matters once they are determined.
1. Event leading up to the Changes
SoftBank Group Corp. ("SoftBank Group") has been an indirect parent company of CIM through direct shareholding of 20%, and indirect investment through Fortress CIM Holdings L.P. in remaining 80%, of outstanding shares of CIM, and is deemed a specified related corporation, as stipulated under Article 12-3 of Cabinet Office Ordinance on Disclosure of Contents, etc. of Specified Securities.
On May 22, 2023 (EST), Fortress Investment Group LLC ("Fortress"), an indirect subsidiary of SoftBank Group, has announced that Fortress and Mubadala Capital, the asset management subsidiary of Mubadala Investment Company, a leading global sovereign investor headquartered in Abu Dhabi, have entered into definitive agreements to acquire the equity of Fortress that is currently held by SoftBank Group. Such acquisition is expected to be made through the acquisition of interests in an indirect parent company of Fortress CIM Holdings L.P., after the sale of SoftBank Group's direct shareholding in CIM to Fortress CIM Holdings L.P. (collectively, the "Transaction"). Upon completion of the Transaction, Fortress management is expected to own 30% of Fortress equity interest and will hold a class of equity entitling Fortress management to appoint a majority of seats on the board, and Mubadala Capital will own 70% of Fortress equity.
After the closing, Fortress will continue to operate as an independent investment manager under the Fortress brand, with full autonomy over investment processes and decision making, personnel and
operations. Upon completion of the Transaction, SoftBank Group will cease to be a major
This English language notice is a translation of the Japanese-language notice released on May 23, 2023 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.
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shareholder and specified related corporation of CIM. On the other hand, Fortress CIM Holdings L.P., Fortress Investment Group Japan GK and other Fortress group companies remain as sponsor of INV, and therefore, INV and CIM believes the Changes will not have any material impact of the management and financial results of INV.
-
Dates of the Changes (Scheduled)
Change in Major Shareholder: May 23, 2023
Change in Specified Related Corporations: In the first quarter of 2024
(Subject to certain regulatory approvals and other customary closing conditions)- Overview of major shareholder and specified related corporations subject to Change.
- New Specified Related Corporation
None
- Companies which cease to be Major Shareholder or Specified Related Corporations
- SoftBank Group
Name | SoftBank Group Corp. | ||||
Location | 1-7-1 Kaigan, Minato-ku, Tokyo | ||||
Title | and name of | Masayoshi Son, | |||
representative | Representative Director, Corporate Officer, Chairman and CEO | ||||
officer | |||||
Business | Holding company | ||||
Capital | 238,772 million yen (As of March 31, 2022) | ||||
Date of | September 3, 1981 | ||||
establishment | |||||
Total | equity | 11,707,762 million yen (As of March 31, 2022) | |||
(consolidated) | |||||
Total assets | 47,544,670 million yen (As of March 31, 2022) | ||||
(consolidated) | |||||
Major | shareholder | Masayoshi Son; | 29.04% | ||
and | shareholding | The Master Trust Bank of Japan, Ltd. (Trust Account); 19.10% | |||
ratio | Custody Bank of Japan, Ltd. (Trust Account); | 7.48% | |||
(As | of | September | |||
30, 2022) | |||||
Relationship | As of today, SoftBank Group Corp. is the parent | ||||
between | INV/Asset | Capital | company of CIM, directly holding 20% of issued | ||
Manager | shares of CIM and indirectly owning 80% of issued | ||||
relationships | |||||
share of CIM through fully-owned overseas | |||||
subsidiaries. | |||||
Personal | As of today, there are no personal relationships that | ||||
relationships | should be noted between INV/CIM and SoftBank | ||||
This English language notice is a translation of the Japanese-language notice released on May 23, 2023 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.
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Group Corp. | |||
Transactional | As of today, there are no transactional relationships | ||
that should be noted between INV/CIM and SoftBank | |||
relationships | |||
Group Corp. | |||
(ii) Foundation Holdings LP |
Name | Foundation Holdings LP | ||
Location | Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital | ||
Road, George Town, Grand Cayman KY1-9008, Cayman Islands | |||
Title and | name of | Acts by its general partner, SB Foundation Holdings (GP) LLC (a | |
representative | Cayman Islands limited liability company). Alex Clavel is President, | ||
officer | David N. Brooks is Vice President, Co-General Counsel, Secretary | ||
and Security Officer, and Stephen Lam is Co-General Counsel of SB | |||
Foundation Holdings (GP) LLC. | |||
Business | Intermediate holding company | ||
Capital | N/A1 | ||
Date of | June 20, 2017 | ||
establishment | |||
Net assets | (Not disclosed)2 | ||
Total assets | (Not disclosed)2 | ||
Investor and holding | SoftBank Group Corp., 90.01% | ||
ratio | MIC FH Aggregator LP. 9.99% | ||
Relationship | Capital | As of today, Foundation Holdings LP is a parent | |
between | INV/Asset | company of CIM, indirectly owning 80% of issued | |
relationships | |||
Manager | share of CIM. | ||
Personal | As of today, there are no personal relationships that | ||
should be noted between INV/CIM and Foundation | |||
relationships | |||
Holdings LP. | |||
Transactional | As of today, there are no transactional relationships | ||
that should be noted between INV/CIM and | |||
relationships | |||
Foundation Holdings LP. | |||
(Note1) This entity does not have an item equivalent to capital.
(Note2) Not disclosed because consent from the entity has not been obtained.
(iii) SB Foundation Holdings LP
Name | SB Foundation Holdings LP |
Location | Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital |
Road, George Town, Grand Cayman KY1-9008, Cayman Islands | |
Title and name of | Acts by its general partner, SB Foundation Holdings (GP) LLC (see |
representative | (ii) Foundation Holdings LP above). |
officer | |
Business | Intermediate holding company |
This English language notice is a translation of the Japanese-language notice released on May 23, 2023 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.
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Capital | N/A1 | |
Date of | February 6, 2017 | |
establishment | ||
Net assets | (Not disclosed) 2 | |
Total assets | (Not disclosed) 2 | |
Investor and holding | Foundation Holdings LP, 100% | |
ratio | ||
Relationship | Capital | As of today, SB Foundation Holdings LP is a parent |
between INV/Asset | company of CIM, indirectly owning 80% of issued | |
relationships | ||
Manager | share of CIM. | |
Personal | As of today, there are no personal relationships that | |
should be noted between INV/CIM and SB | ||
relationships | ||
Foundation Holdings LP. | ||
Transactional | As of today, there are no transactional relationships | |
that should be noted between INV/CIM and SB | ||
relationships | ||
Foundation Holdings LP. | ||
(Note1) This entity does not have an item equivalent to capital.
(Note2) Not disclosed because consent from the entity has not been obtained.
(iv) SB Foundation Holdings (GP) LLC
Name | SB Foundation Holdings (GP) LLC | ||
Location | Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital | ||
Road, George Town, Grand Cayman KY1-9008, Cayman Islands | |||
Title and | name of | Alex Clavel is President, David N. Brooks is Vice President, Co- | |
representative | General Counsel, Secretary and Security Officer, and Stephen Lam | ||
officer | is Co-General Counsel of SB Foundation Holdings (GP) LLC. | ||
Business | General Partner of Foundation Holdings LP, SB Foundation Holdings | ||
LP, and Foundation Holdco LP | |||
Capital | N/A1 | ||
Date of | February 6, 2017 | ||
establishment | |||
Net assets | (Not disclosed) 2 | ||
Total assets | (Not disclosed) 2 | ||
Investor and holding | SoftBank Group Corp., 100% | ||
ratio | |||
Relationship | As of today, SB Foundation Holdings (GP) LLC is | ||
between | INV/Asset | Capital | the general partner of limited partnerships that |
Manager | relationships | indirectly own 80% of issued share of CIM, and the | |
parent company of CIM. | |||
Personal | As of today, there are no personal relationships that | ||
should be noted between INV/CIM and SB | |||
relationships | |||
Foundation Holdings (GP) LLC. | |||
This English language notice is a translation of the Japanese-language notice released on May 23, 2023 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.
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Transactional relationships
As of today, there are no transactional relationships that should be noted between INV/CIM and SB Foundation Holdings (GP) LLC.
(Note1) This entity does not have an item equivalent to capital.
(Note2) Not disclosed because consent from the entity has not been obtained.
4. Number of Shares (voting rights) Held by the Major Shareholders and Specified Related Corporations of
CIM
SoftBank Group
Number of Voting Rights | Major | ||||||||||||||||
Status | Directly Held | Indirectly Held | Total | Shareholder | |||||||||||||
Ranking | |||||||||||||||||
Parent | |||||||||||||||||
Company, | |||||||||||||||||
Before | Major | 1,674 | 6,698 | 8,372 | |||||||||||||
Shareholder | 2 | ||||||||||||||||
the Changes | (20.0%) | (80.0%) | (100%) | ||||||||||||||
and Specified | |||||||||||||||||
Related | |||||||||||||||||
Corporation | |||||||||||||||||
After | N/A | 0 | 0 | 0 | N/A | ||||||||||||
the Changes | (0%) | (0%) | (0%) | ||||||||||||||
Parent Company listed in 3. Above other than SoftBank Group | |||||||||||||||||
Number of Voting Rights | Major | ||||||||||||||||
Status | Directly Held | Indirectly Held | Total | Shareholder | |||||||||||||
Ranking | |||||||||||||||||
Parent | |||||||||||||||||
Before | Company and | 0 | 8,372 | 8,372 | |||||||||||||
Specified | N/A | ||||||||||||||||
the Changes | (0%) | (100%) | (100%) | ||||||||||||||
Related | |||||||||||||||||
Corporation | |||||||||||||||||
After | N/A | 0 | 0 | 0 | N/A | ||||||||||||
the Changes | (0%) | (0%) | (0%) | ||||||||||||||
Further, SB Foundation Holdings (GP) LLC does not directly or indirectly hold the shares or voting rights of CIM, however, it has been a parent company as it is the general partner of each of Foundation Holdings LP, SB Foundation Holdings LP and Foundation Holdco LP that holds indirectly 80% of the shares and voting rights of CIM respectively. Upon completion of the Transaction, SoftBank Group will cease to be the owner of SB Foundation Holdings (GP) LLC.
This English language notice is a translation of the Japanese-language notice released on May 23, 2023 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.
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Disclaimer
Invincible Investment Corporation published this content on 23 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2023 07:09:08 UTC.