January 4, 2022

For Translation Purposes Only

For Immediate Release

Japan Prime Realty Investment Corporation Yoshihiro Jozaki, Executive Officer (Securities Code: 8955)

Asset Management Company:

Tokyo Realty Investment Management, Inc. Yoshihiro Jozaki, President and CEO Inquiries: Yoshinaga Nomura, Director and CFO (TEL: +81-3-3516-1591)

Notice Concerning Issuance of New Investment Units and Secondary Offering, and

Cancellation of Shelf Registration for the Issuance of New Investment Units

Japan Prime Realty Investment Corporation ("JPR") announced that it resolved at the Board of Directors Meeting held today to issue new investment units and conduct a secondary offering, as outlined below. Although the submission of a shelf registration statement for issuance of new investment units was announced in "Notice Concerning Submission of Shelf Registration Statement for the Issuance of New Investment Units" dated December 23, 2021, JPR announced today that it filed a cancellation of the submission of shelf registration for the issuance of the new investment units.

Details

  • Issuance of New Investment Units and Secondary Offering

1. Issuance of New Investment Units via Offering (the "Primary Offering")

  1. Total number of investment units to be offered 38,100 units
  2. Issue price (offer price)

To be determined

(The price shall be determined by a resolution of the Board of Directors on a date (the "pricing date") between January 12, 2022 (Wednesday) and January 14, 2022 (Friday). The issue price (offer price) shall be the price at which the Primary Offering is made.)

  1. Amount to be paid in (issue value) To be determined
    (The price shall be determined by a resolution of the Board of Directors on the pricing date. The amount to be paid in (issue value) shall be the proceeds per an investment unit (the "investment unit") JPR receives from the underwriters mentioned under (5) below.)
  2. Gross proceeds (total issue value)

To be determined

Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR.

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(5) Offering method

The offering of investment units shall be via a primary offering, and underwritten in full by Mizuho Securities Co., Ltd. and SMBC Nikko Securities Inc. (collectively referred to as the "joint lead managers") along with Daiwa Securities Co. Ltd., Nomura Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (collectively referred to together with the joint lead managers as the "underwriters").

The issue price (offer price) for the Primary Offering will be determined by taking into consideration the market demand for the issue, provisionally calculated by applying the closing price for the Investment Corporation's investment securities on the Tokyo Stock Exchange, Inc. ("Tokyo Stock Exchange") on the pricing date (if no closing price is available on that date, then the closing price for the most recent date prior to pricing date where a closing price is available), multiplied by 0.90 to 1.00 (resulting amounts less than 1 yen shall be rounded down).

(6) Underwriting agreement

No underwriting commission will be payable by JPR. The aggregate amount of the difference between the issue price (offer price) and the amount to be paid in (issue value) of the Primary Offering shall be the proceeds for the underwriters.

(7) Book-building period

From January 7, 2022 (Friday) to the pricing date

(8) Subscription period

Following business day of the pricing date.

(9) Payment period of deposits for new investment units

From the following business day of the pricing date to two business days after the pricing date

(10) Payment date

A date between January 18, 2022 (Tuesday) and January 20, 2022 (Thursday), provided that it shall be four business days after the pricing date.

(11) Delivery date

The following business day of the payment date

(12) Subscription unit

One unit or more in multiples of one unit

  1. The issue price (offer price) and the amount to be paid in (issue value) and other necessary items relating to the Primary Offering shall be approved at a future Board of Directors Meeting. However, any modifications or other adjustments before formal decision shall be determined at the discretion of the Executive Officer.
  2. The aforementioned items shall be subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Law in Japan.

Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR.

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2. Secondary Offering (the "Secondary Offering through Over-Allotment")

(1) Seller and the number of investment units to be offered Mizuho Securities Co., Ltd.: 1,900 units

The Secondary Offering through Over-Allotment will be conducted by Mizuho Securities Co., Ltd. aside from and in connection with the Primary Offering considering demand and other factors. The abovementioned number of investment units indicates the maximum number of investment units to be offered via the Secondary Offering through Over-Allotment. Depending on demand and other factors, there may be cases where this number of investment units is reduced or the Secondary Offering through Over-Allotment itself is not conducted. The number of investment units to be offered will be determined by a resolution of the Board of Directors on the pricing date after considering demand and other factors for the Primary Offering.

  1. Offer price

To be determined

(It will be decided by resolution of the Board of Directors Meeting held on the pricing date, and shall be the same as the issue price (offer price) of the Primary Offering.)

  1. Total offer price To be determined
  2. Offering method

Depending on the demand and other factors of the Primary Offering, Mizuho Securities Co., Ltd. shall offer the investment units (the "borrowed investment units") borrowed from Tokyo Tatemono Co., Ltd., a unitholder of JPR, the maximum amount of which is 1,900 units.

(5) Subscription period

It shall be the same period as that of the Primary Offering.

(6) Payment period of deposits for new investment units

It shall be the same as the payment period of deposits for new investment units for the Primary Offering.

(7) Delivery date

It shall be the same day as the delivery date of the Primary Offering.

(8) Deposits on subscription

It shall be the same amount as the offer price.

(9) Subscription unit

One unit or more in multiples of one unit

  1. The number of investment units to be offered and the offer price and other necessary items relating to the Secondary Offering through Over-Allotment shall be approved at a future Board of Directors Meeting. However, any modifications or other adjustments before formal decision shall be determined at the discretion of the Executive Officer.

Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR.

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  1. The aforementioned items shall be subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Law in Japan.

3. Issuance of New Investment Units through Third-Party Allotment

  1. Total number of investment units to be offered 1,900 units
  2. Third party and number of investment units to be issued to the third party Mizuho Securities Co., Ltd.: 1,900 units
  3. Amount to be paid in (issue value)

To be determined

(It shall be the same price as Amount to be paid in (issue value) for the Primary Offering which shall be determined by a resolution of the Board of Directors on the pricing date.)

  1. Gross proceeds (total issue value) To be determined
  2. Subscription date

February 15, 2022 (Tuesday)

(6) Payment date

February 16, 2022 (Wednesday)

(7) Subscription unit

One unit or more in multiples of one unit

  1. Investment units for which no application for subscription has been made during the subscription period shall not be issued.
  2. The amount to be paid in (issue value) and other necessary items relating to the third-party allotment shall be approved at a future Board of Directors Meeting. However, any modifications or other adjustments before formal decision shall be determined at the discretion of the Executive Officer.
  3. The issue of new investment units through the third-party allotment shall not be conducted if the Primary Offering is suspended.
  4. The aforementioned items shall be subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Law in Japan.

Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR.

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< For Reference>

1. Details of the Secondary Offering through Over-Allotment

  1. Depending on the demand and other factors of the Primary Offering, Mizuho Securities Co., Ltd. may offer the investment units borrowed from Tokyo Tatemono Co., Ltd., a unitholder of JPR and the maximum amount of which is 1,900 units.
    The number of investment units to be offered through the Secondary Offering through Over-Allotment is the upper limit and may be reduced, or the Secondary Offering through Over-Allotment itself may be suspended, depending on demand and other factors.
    In order to cause Mizuho Securities Co., Ltd. to acquire the investment units necessary to repay the borrowed investment units by Mizuho Securities Co., Ltd. upon the Secondary Offering through Over- Allotment, JPR resolved, at the Board of Directors Meeting held on January 4, 2022 (Tuesday), that 1,900 units be issued and allocated to Mizuho Securities Co., Ltd. (the "third-party allotment") with payment date on February 16, 2022 (Wednesday).
  2. In order to apply to return of the borrowed investment units, there may be cases where Mizuho Securities Co., Ltd. may also purchase the investment units up to the number of investment units for the Secondary Offering through Over-Allotment in the Tokyo Stock Exchange (the "syndicated cover transaction") during the period from the day following the close of the subscription period for the Primary Offering and the Secondary Offering through Over-Allotment until February 10, 2022 (Thursday) (the "syndicated cover transaction period"). All of the investment units purchased by Mizuho Securities Co., Ltd. through the syndicated cover transaction shall be used to return the borrowed investment units. Furthermore, there may be cases where Mizuho Securities Co., Ltd. does not conduct the syndicated cover transaction at all or completes the syndicated cover transaction with the number of investment units that are smaller than the number of investment units offered through the Secondary Offering through Over-Allotment, at its own judgment.
  3. Moreover, Mizuho Securities Co., Ltd. may engage in stabilizing transactions related to the Primary Offering and the Secondary Offering through Over-Allotment. The investment units purchased through such stabilizing transactions may possibly be used, in whole or in part, in the return of the borrowed investment units.
  4. For the number of investment units as a result of reducing the number of investment units purchased through the syndicated cover transaction and stabilizing transactions and used to return the borrowed investment units from the number of investment units for the Secondary Offering through Over-Allotment, Mizuho Securities Co., Ltd. intends to acquire the investment units by accepting the allotment of the third- party allotment. Consequently, there may be cases where there will be no subscription to the investment units offered in the third-party allotment in whole or in part, and accordingly the final number of investment units placed by the third-party allotment decrease to that extent due to forfeiture, or such allotment itself will not take place at all.
    Whether the Secondary Offering through Over-Allotment is exercised and the number of units to be subscribed when the Secondary Offering through Over-Allotment is exercised will be determined on the pricing date. In case the Secondary Offering through Over-Allotment is not exercised, Mizuho Securities

Note: This document is a press release for a public announcement regarding the issue and secondary offering of investment units and has not been prepared for the purpose of soliciting any investment. We request readers to undertake investment decisions at their own responsibility and judgment after having read carefully the prospectus and notice of amendments (if issued) for the issuance of new investment units and secondary offering prepared by JPR.

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Japan Prime Realty Investment Corporation published this content on 04 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 January 2022 06:48:08 UTC.