1 Industrial & Infrastructure Fund Investment Corporation (Tokyo Stock Exchange Company Code: 3249) News Release February 17, 2009 First Issue of Unsecured Subordinated Corporate Bonds Industrial & Infrastructure Fund Investment Corporation ("IIF") announced today its decision to issue its first unsecured subordinated corporate bonds ( subordinated bonds ), (exclusively for qualified institutional investors), on the following terms. 1. Purpose and background the bond issue IIF considers it important to reduce its LTV and strengthen its asset base in response to the worsening fund-raising environment for J-REITs brought about by the global financial crisis and the succession of failures in the property industry. IIF would once have followed the usual practice of issuing additional investment units or selling assets to reduce LTV. However, in the present climate, property sales at low prices due to the lack of buyers and the reduction of net asset value per unit would likely have a negative impact on unit holder value. The subordinated bonds represent a new way of raising funds through subordinated debt, which will simultaneously reduce LTV levels and avoid diluting net asset value per unit. The issue of the subordinated bonds by IIF will be the first such issuance by a J-REIT. On February 3, The Investment Trusts Association stated that it saw no particular legal obstacle to the issue of subordinated bonds. 2. Description of the subordinated bonds In the event of grounds for subordination, the bonds would be subordinate to borrowings from banks and other general debt, which would mean that existing loans would be repaid before the subordinated investment funds. Therefore repaying senior debt with the proceeds of the subordinated bond issue will reduce IIF s LTV from the perspective of the senior lenders and facilitate transactions with the banks. The long term (five years) of the bonds will extend the term of our existing debt, and issuing the bonds will diversify our sources of funding, thus further strengthening our financial base. As this fund raising involves the issue of debt but no further investment units, there will be no dilution of net assets value, per unit for investors. 3. Overview of the subordinated bonds (1) Name First Unsecured Subordinated Corporate Bond (subordinated and exclusively for qualified institutional investors) (2) Anticipated recipient of allotment Mitsubishi Corporation (3) Total value of bonds (maximum) 8,000 million yen
2 (4) Form of bonds Subject to the Act on Transfers of Shares and Bonds. No physical corporate bond certificates will be issued in relation to the subordinated bonds. (5) Nominal value of bonds 100 million yen (6) (Anticipated) total number of subordinated bonds to be issued 80 (7) Amount payable 100 yen per 100 yen value of the subordinated bonds (8) Redemption value 100 yen per 100 yen value of the subordinated bonds (9) Open to Qualified institutional investors only (10) Closing date for applications February 20, 2009 (11) Closing date for payment February 27, 2009 (12) Date and method of redemption The principal will be returned in full on February 27, The principal may be returned in whole or in part before maturity in the proportion of 100 yen per 100 yen value of the subordinated bonds on any interest payment date falling in or after August, The subordinated bonds may be repurchased and retired at any time on or after the closing date for payment, unless otherwise specified by the depositary trust company. (13) Interest rate Variable (6 month Yen LIBOR +2.50%) (14) Interest payment dates Last days of February and August annually and on redemption date If an interest payment day is not a working day in Tokyo, the interest payment day shall be the previous working day in Tokyo. (15) Conditions No interest or principal repayments will be made on the subordinated bonds until all senior debt has been fully settled in the event of bankruptcy or civil rehabilitation, or foreign bankruptcy, civil rehabilitation or equivalent proceedings regardless of Japanese law. (16) Restriction on resale The subordinated bonds may only be transferred with the approval of IIF. (17) Special financial provisions None (18) Guarantee/warranty No guarantee or warranty attaches to, and no specific assets have been reserved for, the subordinated bonds. (19) Rating None (20) Bond manager None appointed (21) Financial agent The Bank of Tokyo-Mitsubishi UFJ, Ltd (22) General administration Offerings of the subordinated bonds (Article of the Securities Investment Trust Act) Mitsubishi UFJ Securities Co., Ltd During and after issue (Article and -6 of the Securities Investment
3 Trust Act) The Bank of Tokyo-Mitsubishi UFJ, Ltd Preparation, maintenance and other matters related to the register of owners (Article of the Securities Investment Trust Act) The Bank of Tokyo-Mitsubishi UFJ, Ltd Note: It is anticipated that decisions will be made in regard to items (2), (3) and (6) on February 20, Notice will be given in relation to item (13) after this has been determined on February 26, Reasonableness of issue conditions As this is the first issue of subordinated bonds by a J-REIT and there is no generally-accepted level of interest rates for such issues, in order to determine a reasonable interest rate level we have referred to information supplied by Mitsubishi UFJ Securities Co., Ltd, which is responsible for the general administration of the subordinated bonds in 3.(22) above. We have determined the issue conditions after far-reaching analysis including the spreads for other J-REIT senior loans and subordinated spreads for bank subordinated bonds, debt and equity costs and comparative case studies. 5. Anticipated recipient of allotment (1) Summary 1) Name Mitsubishi Corporation 2) Head office address 3-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo 3) Representative Yorihiko Kojima 4) Capital 202,698 million yen (as at September 30, 2008) 5) Principal shareholders Tokio Marine & Nichido Fire Insurance Co., Ltd and others (as at September 30, 2008) 6) Principal line of business General trading company 7) Relationship to the Fund or asset manager Parent company of asset manager (2) Reasons for selection IIF considered the issue of subordinated bonds as a specific measure to strengthen its financial base as a rapid response to the changes in the financial environment. As there had never been an issue of subordinated bonds by a J-REIT prior to this, and as the time available for negotiation was limited, it was decided to ask Mitsubishi Corporation to underwrite the issue. The subordinated bonds are expected to be allocated to Mitsubishi Corporation, which also holds 9,600 units of IIF, after obtaining their understanding of our plans for the continued stable management of IIF s assets.
4 (3) Transactions with related parties Transactions with the recipient of the allocation are considered transactions with a related party under the Securities Investment Trust Act. Therefore the asset manager will, on the basis of the rules on related party transactions and the asset management rules, and the Compliance Manual, have the conditions of this transaction checked by the Compliance Office, reviewed by the Portfolio Management Committee of the Industrial Division, approved by the President, and signed off on by the Head of the Industrial Division, and the conditions will also be subject to a majority vote by the Board of Directors under the Board rules. 6. Use of funds (1) Specific use of funds Retiring existing loans (7.8 billion yen) and to supplement working capital (2) Anticipated payment timing February Interest-bearing debt after issue of the subordinated bonds (Unit: million yen) Before After Change Short-term borrowings 52,300 44,500-7,800 Total short-term interest-bearing debt 52,300 44,500-7,800 Long-term borrowings 15,000 15,000 0 Subordinated bonds 0 8,000 +8,000 Total long-term interest-bearing debt 15,000 23,000 +8,000 Total interest-bearing debt 67,300 67, Note: IIF recognizes the indebtedness arising from the subordinated bonds as interest-bearing debt, but the LTV as recognized by our relationship bank is reduced by this amount. For our interest-bearing debt, see also 2. Responding to changes in the financial environment under Third Fiscal Period Results (July 1, 2008 December 31, 2008) on the IIF Web site.
5 About IIF: Industrial and Infrastructure Fund Investment Corporation ( IIF ) is the first J-REIT focused on acquiring and operating both industrial and infrastructure properties in Japan-properties that play a vital role in the Japanese economy, and for which IIF expects to see stable demand in the mid to long term. With respect to industrial properties, IIF intends to invest in a diverse portfolio of properties, including manufacturing and research and development facilities. Please refer to our website at Contacts: For the further information relating to this press release as well as the Fund and its Asset Manager, please feel free to contact Mr. Yoshito Nishikawa (Telephone Number: ), Head of Industrial Division at Mitsubishi Corp.-UBS Realty, Inc., Asset Manager for Industrial & Infrastructure Fund Investment Corporation. Investor Relations: Telephone Number: It is for informational purposes only, and the Japanese language release should be referred to as the original.
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