November 6, 2019
For Immediate Release

Infrastructure Fund Issuer
Takara Leben Infrastructure Fund, Inc.
Representative:
Masahide Kikuchi,
Management Company
Takara Asset Management Co., Ltd.
Representative:
Mamoru Takahashi,Contact:

Masahide Kikuchi,

Executive Director
Securities Code: 9281

President & CEO
Vice President & Director of
Infrastructure Fund
Division, Investment
Management Department
TEL: +81-3-6262-6402

Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment Units
Takara Leben Infrastructure Fund, Inc. (hereinafter referred to as the “Investment Corporation” or “TIF”)
hereby announces that it resolved at the Board of Directors meeting held November 6, 2019 concerning issuanceof new investment units and secondary offering of investment units, as described below.
1. Issue of New Investment Units through public offering(1)
Total number of investment 53,400 units
units to be offered:(2)

Paid-in amountTo be determined(issue amount)

The paid-in amount (issue amount) will be determined at the Board of
Directors meeting of the Investment Corporation to be held on a date
between November 20, 2019 (Wednesday) and November 25, 2019
(Monday) (hereinafter the “Pricing Date”) in accordance with themethod stated in Article 25 of the Regulations Concerning
Underwriting etc. of Securities stipulated by the Japan Securities
Dealers Association.

(3)

Total paid-in amount(issue amount)

To be determined

Note: This press release is prepared for the public offering disclosure of new investment units and secondary offering ofinvestment units of Investment Corporation, and is not an offer to sell or a solicitation of any offer to buy the
securities of Investment Corporation in the United States or elsewhere. Investment units may not be offered orsold in the United States without registration or an exemption from registration under the United States Securities
Act of 1933, as amended (the “Securities Act”). Any public offering of investment units to be made in the UnitedStates will be made by means of an English-language prospectus prepared in accordance with the Securities Act
that may be obtained from the Investment Corporation and that will contain detailed information about theInvestment Corporation and its management, as well as the Investment Corporation’s financial statements.
However, the Investment Corporation will not undertake any offering or sale in the United States, p ublic orotherwise, of investment units, which have not been and will not be registered under the Securities Act.

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(4)

Issue price (offer price)

To be determined
The issue price (offer price) will be provisionally calculated bymultiplying the closing price of the investment units of the Investment
Corporation (the “Investment Units”) in a regular trading session at theTokyo Stock Exchange, Inc. on the Pricing Date (if the closing price is
not available on such date, the closing price on the most recent day
preceding that date) minus with the combination of expecteddistribution per unit (2,979 yen) and expected surplus earnings
distribution per unit (328 yen) for the fiscal period ending November
30, 2019 (8th fiscal period) by a figure between 0.90 to 1.00 (amounts
less than 1 yen to be rounded down) as the provisional price, in
accordance with the method stated in Article 25 of the Regulations
Concerning Underwriting etc. of Securities stipulated by the Japan
Securities Dealers Association, and then will be determined on the
Pricing Date by taking into consideration of the demand conditions andother factors.

(5)

Total amount of issue value(offer price)(6)

Offering method

To be determined
Investment Units shall be offered simultaneously in Japan and overseas (theDomestic Public Offering, the Overseas Offering, the Overallotment
Secondary Offering mentioned in “2. Secondary offering of investment
units (over-allotment)” (as defined below) shall be collectively referred to as
the “Global Offering” for which certain Underwriters (as defined below)
shall serve as global coordinator).
(i)

Domestic Public Offering
Investment Units shall be offered through a public offering inJapan (the “Domestic Public Offering”), and all Investment Units
for the Domestic Public Offering shall be underwritten andpurchased by certain domestic underwriters (collectively referred
to as the “Domestic Underwriters”).
Certain Domestic Underwriters shall serve as joint lead managers
for the Domestic Public Offering.

Note: This press release is prepared for the public offering disclosure of new investment units and secondary offering ofinvestment units of Investment Corporation, and is not an offer to sell or a solicitation of any offer to buy the
securities of Investment Corporation in the United States or elsewhere. Investment units may not be offered orsold in the United States without registration or an exemption from registration under the United States Securities
Act of 1933, as amended (the “Securities Act”). Any public offering of investment units to be made in the UnitedStates will be made by means of an English-language prospectus prepared in accordance with the Securities Act
that may be obtained from the Investment Corporation and that will contain detailed information about theInvestment Corporation and its management, as well as the Investment Corporation’s financial statements.
However, the Investment Corporation will not undertake any offering or sale in the United States, p ublic orotherwise, of investment units, which have not been and will not be registered under the Securities Act.

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(ii)

Overseas Offering
Investment Units shall be offered in overseas markets, consisting
mainly of European and Asian markets (provided, however, theUnited States and Canada are excluded) (referred to as the“Overseas Offering” and, together with the Domestic Public
Offering, the “Offerings”). Certain overseas underwriters (referred
to as the “Overseas Underwriters” and together with the Domestic
Underwriters, the “Underwriters”), shall conduct the Overseas
Offering through the individual underwriting and purchase of all
the Investment Units.

(iii)

The total number of Investment Units to be issued in the Offerings
shall be 53,400 units, consisting of 36,546 units for the Domestic
Public Offering and 16,854 units for the Overseas Offering, theultimate details of which shall be determined on the Pricing Date,taking into consideration the level of demand and other factors.

(7)

Underwriting agreement

The Underwriters shall pay the same amount as the total paid-in amount in
the Offerings to The Investment Corporation on the payment date stated in(10) below, and the difference between such amount and the total amount ofissue value in the Offerings will be the net proceeds of the Underwriters.
The Investment Corporation will not pay underwriting fees to theUnderwriters.

(8)

Subscription unit

One unit or more in multiples of one unit.

(9)

Subscription period

From the following business day of the Pricing Date to two business(Domestic Public Offering)days following the Pricing Date.

(10)

Payment date

December 2, 2019 (Monday)(11)

Delivery date

December 3, 2019 (Tuesday）(12)

The paid-in amount (issue amount), offer price, the final breakdown of the number of Investment
Units for the Domestic Public Offering and for the Overseas Offering and other items necessary forthe issuance of the new Investment units through the Domestic Public Offering will be determined at
TIF Board of Directors meeting in future.

(13)

Each of the aforementioned items, the Domestic Public Offering-related matters shall be subject tothe securities registration in accordance with the Financial Instruments and Exchange Act of Japantaking effect.

(14)

The Domestic Underwriters plan to sell 809 units out of the Investment Units offered through theDomestic Public Offering to Leben Community Co., LTD. (the “Designated Allottee”), a subsidiary of
Takara Leben Co., Ltd. (the “Sponsor”) a shareholder of the asset management company.

2. Secondary offering of investment units (over-allotment) (Please find the reference 1. Note regarding
Overallotment Secondary Offering)(1)
Total number of investment

2,670 units

Note: This press release is prepared for the public offering disclosure of new investment units and secondary offering ofinvestment units of Investment Corporation, and is not an offer to sell or a solicitation of any offer to buy the
securities of Investment Corporation in the United States or elsewhere. Investment units may not be offered orsold in the United States without registration or an exemption from registration under the United States Securities
Act of 1933, as amended (the “Securities Act”). Any public offering of investment units to be made in the UnitedStates will be made by means of an English-language prospectus prepared in accordance with the Securities Act
that may be obtained from the Investment Corporation and that will contain detailed information about theInvestment Corporation and its management, as well as the Investment Corporation’s financial statements.
However, the Investment Corporation will not undertake any offering or sale in the United States, p ublic orotherwise, of investment units, which have not been and will not be registered under the Securities Act.

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units to be offered:

The above-mentioned number indicates the maximum number ofinvestment units to be offered through secondary offering through overallotment by a Domestic Underwriter (the “Overallotment Secondary
Offering”). There may be cases where this number is reduced or theOverallotment Secondary Offering itself may not take place at all,depending on the demand and other circumstances concerning theDomestic Public Offering. The number of investment units to beoffered through the Overallotment Secondary Offering shall be
determined at TIF Board of Directors meeting taking into account thedemand for the Domestic Public Offering and other circumstances.

(2)

Seller:A Domestic Underwriter(3)

Selling price:

To be determined
It will be determined on the Pricing Date and the selling price shall be thesame as the issue price in the Domestic Public Offering(4)

Total Selling price:

To be determined(5)

Selling method:

A Domestic Underwriter will carry out the Overallotment Secondary
Offering of 2,670 units as the upper limit, taking into account ofvarious factors including the demand conditions and other factors of theDomestic Public Offering.

(6)

Subscription unit

One unit or more in multiples of one unit.

(7)

Subscription Period

Same as the delivery date for the Domestic Public Offering.

(8)

Delivery Date

December 3, 2019 (Tuesday）(9)

The selling price and other items necessary for the Overallotment Secondary Offering will be
determined at TIF Board of Directors meeting in future.

(10)

Each of the aforementioned items shall be subject to the securities registration in accordance with the
Financial Instruments and Exchange Act of Japan taking effect.

3. Issuance of new investment units through third party allotment (Please find the reference 1. Note regarding
Overallotment Secondary Offering)(1)
Total number of investment 2,670 units
units to be offered:(2)

Paid-in amount (issue

To be determinedamount):

The paid-in amount shall be determined at TIF Board of Directors
meeting, and shall be same as the paid-in amount (issue amount) for theDomestic Public Offering.

(3)

Total paid-in amount (total

To be determined

issue amount):(4)

Allotteeand number of A Domestic Underwriter, 2,670 units

allocated units(5)

Subscription unit

One unit or more in multiples of one unit.

(6)

Subscription Period

December 24, 2019 (Tuesday)

Note: This press release is prepared for the public offering disclosure of new investment units and secondary offering ofinvestment units of Investment Corporation, and is not an offer to sell or a solicitation of any offer to buy the
securities of Investment Corporation in the United States or elsewhere. Investment units may not be offered orsold in the United States without registration or an exemption from registration under the United States Securities
Act of 1933, as amended (the “Securities Act”). Any public offering of investment units to be made in the UnitedStates will be made by means of an English-language prospectus prepared in accordance with the Securities Act
that may be obtained from the Investment Corporation and that will contain detailed information about theInvestment Corporation and its management, as well as the Investment Corporation’s financial statements.
However, the Investment Corporation will not undertake any offering or sale in the United States, p ublic orotherwise, of investment units, which have not been and will not be registered under the Securities Act.

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（Subscription deadline）(7)

Payment date:

December 25, 2019 (Wednesday)(8)

The issuance of investment units will be canceled for units which is not subscribed before end of thesubscription period stated on above section (6).

(9)

The paid-in amount (issue amount) and other items necessary for the issuance of the newinvestment units through third party allotment will be determined at TIF Board of Directors meetingin future.

(10)

Each of the aforementioned items shall be subject to the securities registration in accordance with the
Financial Instruments and Exchange Act of Japan taking effect.

<Reference>
1. Note regarding Overallotment Secondary Offering
Secondary offering through over-allotment is the offering through which a bookrunner of the Domestic
Public Offering shall offer the investment units (up to 2,670 units) borrowed from the Sponsor upon theDomestic Public Offering after taking into account the demand and other circumstances of the Domestic
Public Offering concerning it. The number of investment units to be offered in the Overallotment Secondary
Offering is scheduled to be 2,670 units. It is noted that this number is maximum amount and is subjected to be
reduced or the Overallotment Secondary Offering itself may not take place at all, depending on the demandand other circumstances.
In order to allow a Domestic Underwriter to acquire the investment units needed to return the investment
units (the “Borrowed Investment Units”) borrowed from the Sponsor in relation to the Overallotment
Secondary Offering, Investment Corporation at its Board of Directors meeting which is held at November 6,
2019 (Wednesday) to issue 2,670 units of the investment units through third party allotment (the “Third-Party
Allotment”), to such bookrunner as the allottee with the payment date on December 25, 2019 (Wednesday).
In addition, a Domestic Underwriter may, during the period from the date following the last day of thesubscription period for the Domestic Public Offering and the Overallotment Secondary Offering to December
20, 2019 (Friday) (the “Syndicate Cover Transaction Period”), purchase investment units up to the maximum
number of investment units offered in the Overallotment Secondary Offering on the Tokyo Stock Exchange,
Inc. (the “Syndicate Cover Transaction”) with the aim of returning the Borrowed Investment Units.
Investment units purchased by a Domestic Underwriter through the Syndicate Cover Transaction shall beappropriated in full for returning the Borrowed Investment Units. A Domestic Underwriter at its discretion,
may choose not to enter into any Syndicate Cover Transaction, or to terminate the Syndicate CoverTransaction prior to reaching the maximum number of investment units to be offered in the Overallotment
Secondary Offering through over-allotment during the Syndicate Cover Transaction Period.
Further, a Domestic Underwriter may conduct stabilizing transactions in connection with the Domestic
Public Offering and Overallotment Secondary Offering, and appropriate all or part of the investment units thatare purchased through such stabilizing transactions to the return of Borrowed Investment Units.
A Domestic Underwriter intends to agree to the Third-Party Allotment to purchase the number of investment
units calculated by deducting the number of investment units purchased through stabilizing transactions andthe Syndicated Cover Transaction and then to be appropriated to the return of Borrowed Investment Units
Note: This press release is prepared for the public offering disclosure of new investment units and secondary offering ofinvestment units of Investment Corporation, and is not an offer to sell or a solicitation of any offer to buy the
securities of Investment Corporation in the United States or elsewhere. Investment units may not be offered orsold in the United States without registration or an exemption from registration under the United States Securities
Act of 1933, as amended (the “Securities Act”). Any public offering of investment units to be made in the UnitedStates will be made by means of an English-language prospectus prepared in accordance with the Securities Act
that may be obtained from the Investment Corporation and that will contain detailed information about theInvestment Corporation and its management, as well as the Investment Corporation’s financial statements.
However, the Investment Corporation will not undertake any offering or sale in the United States, p ublic orotherwise, of investment units, which have not been and will not be registered under the Securities Act.

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from the number of investment units sold in the Overallotment Secondary Offering. In that case, there may be
no subscription for all or a part of the investments units to be issued through the Third-Party Allotment. As aresult, there may be cases in which the subscription right shall be forfeited and the final number of investment
units to be issued through the Third-Party Allotment is reduced to the same extent, or the issuance itself may
not take place at all
In addition, a Domestic Underwriter will conduct the transactions described above upon consultation withthe other domestic joint lead managers.
2. Total Number of Issued Investment Units after the New Issuance.
Current number of issued investment units outstanding:Number of new investment units to be issued in the Offerings:
Total number of issued investment units after the Offerings:
Increase in the number of investment units from Third-Party Allotment:
Total number of issued investment units after Third-Party Allotment:

138,574 units
53,400 units
191,974 units
2,670 units
194,644 units(Note)(Note)(Note) Representing the case where a Domestic Underwriter applies for all of the offered number of investment units under
the Third-Party Allotment and all of the new investment units are issued.

3. Purpose and Rationale for the Issuance
The issuance of the new investment units was decided for the purpose of expanding portfolio throughpurchasing new specified assets (as set forth in Paragraph 1, Article 2 of the Act on Investment Trusts andInvestment Corporations (Act No. 198 of 1951, including amendments thereto) as well as improving financial
stability after taking into LTV ratio and distribution per unit of the Investment Corporation.
4. Amount of Funds to be Financed, Specific Use of Proceeds and Scheduled Timing of Expenditure(1) Amount of funds to be financed
6,591,000,000 yen (maximum)(Note) The above amount represents the total sum of 4,297,000,000 yen proceeds from the Domestic Public Offering,
1,981,000,000 yen proceeds from the Overseas Offering, and 313,000,000 yen in maximum proceeds from theissuance of new Investment Units through the Third-Party Allotment. The above figures represent estimatedamounts calculated based on the closing price for regular trading on the Tokyo Stock Exchange as of October28, 2019 (Monday)(2) Specific usage of proceeds and scheduled timing of expenditure
For sum of 4,297,000,000 yen proceeds from the Domestic Public Offering and 1,981,000,000 yenproceeds from the Overseas Offering, it will be used for acquisition of the new properties announced on thepress release dated November 6, 2019. For 313,000,000 yen in maximum proceeds from the issuance of
new Investment Units through the Third-Party Allotment, it will be used for repayment for the loan toacquire the planned properties or deposited as fund on hand with which to acquire specified assets in future.
(Note) The proceeds will be deposited to a bank until used.

5. Designated Allottee of Distribution
The Domestic Underwriters plan to offer 809 units in the Domestic Public Offering to the Designated Allottee
as an allottee designated by the Investment Corporation.
Note: This press release is prepared for the public offering disclosure of new investment units and secondary offering ofinvestment units of Investment Corporation, and is not an offer to sell or a solicitation of any offer to buy the
securities of Investment Corporation in the United States or elsewhere. Investment units may not be offered orsold in the United States without registration or an exemption from registration under the United States Securities
Act of 1933, as amended (the “Securities Act”). Any public offering of investment units to be made in the UnitedStates will be made by means of an English-language prospectus prepared in accordance with the Securities Act
that may be obtained from the Investment Corporation and that will contain detailed information about theInvestment Corporation and its management, as well as the Investment Corporation’s financial statements.
However, the Investment Corporation will not undertake any offering or sale in the United States, p ublic orotherwise, of investment units, which have not been and will not be registered under the Securities Act.

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6. Restrictions on Sales and Additional Issuances(1) With respect to the Global Offering, the Sponsor has agreed with the global coordinator in regards to theOfferings not to sell the investment units and certain other transactions without the prior written consent of the
global coordinator and Japanese joint lead managers during the period starting from the Pricing Date to a date360 days from the delivery date of the Global Offering (excluding lending the investment units for the purposeof Overallotment Secondary Offering).
The global coordinator has right to terminate a part or entire agreement during above period by their own
discretion.
(2) With respect to the Global Offering, the Investment Corporation plans to request the Designated Allottee toagree with the global coordinator and Japanese joint lead managers in regards to the Offerings not to sell theinvestment units and certain other transactions without the prior written consent of the global coordinator andJapanese joint lead managers during the period starting from the Pricing Date to a date 360 days from thedelivery date of the Global Offering.
The global coordinator and Japanese joint lead managers will have right to terminate a part or entire
agreement during above period by their own discretion.
(3) With respect to the Global Offering, the Investment Corporation has agreed with the global coordinator inregards to the Offerings not to engage in the issuance of the investment units and certain other transactions
without the prior written consent of the global coordinator during the period starting from the Pricing Date to
the date 90 days from the delivery date of the Global Offering (excluding the Offerings, the Third-Party
Allotment and the issuance of investment units through split of investment units and certain other exceptions).
The global coordinator has right to terminate a part or entire agreement during above period by their own
discretion.
End
Our website: http://tif9281.co.jp/en/

Note: This press release is prepared for the public offering disclosure of new investment units and secondary offering ofinvestment units of Investment Corporation, and is not an offer to sell or a solicitation of any offer to buy the
securities of Investment Corporation in the United States or elsewhere. Investment units may not be offered orsold in the United States without registration or an exemption from registration under the United States Securities
Act of 1933, as amended (the “Securities Act”). Any public offering of investment units to be made in the UnitedStates will be made by means of an English-language prospectus prepared in accordance with the Securities Act
that may be obtained from the Investment Corporation and that will contain detailed information about theInvestment Corporation and its management, as well as the Investment Corporation’s financial statements.
However, the Investment Corporation will not undertake any offering or sale in the United States, p ublic orotherwise, of investment units, which have not been and will not be registered under the Securities Act.

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