March 16, 2016
For Immediate Release
Real Estate Investment Trust Securities Issuer
Star Asia Investment Corporation
Representative: Atsushi Kato, Executive Director(Code: 3468)
Asset Management Company
Star Asia Investment Management Co., Ltd.
Representative: Atsushi Kato
President and CEO
Contact: Toru Sugihara
Director and CFO
TEL: +81-3-5425-1340

Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment UnitsStar Asia Investment Corporation (SAR) announces that it resolved at the Board of Directors meeting held on March16, 2016 concerning issuance of new investment units and secondary offering of investment units, which are to be
conducted upon listing the investment units of SAR (the “Investment Units”) on Tokyo Stock Exchange, Inc. (TSE),
as described below.
1． Issuance of new investment units through public offering (primary offering)
(1)

(2)

(3)
(4)

(5)

Total number ofinvestment units to beoffered:Paid-in amount (issueamount):

Total paid-in amount (total
issue amount):
Issue price (offer price):(6)

Total issue price (offerprice):
Offering method:(7)

Underwriting agreement:(8)

Period of notification of235,900 units

To be determined(The amount shall be determined at a Board of Directors meeting to beheld on April 11, 2016 (Monday) (the “Pricing Date”)
To be determined
To be determined
The issue price (offer price) will be determined using the book building
method (denoting a method for determining the issue price, etc., after
indicating investors’ provisional conditions regarding the issue price atthe time of solicitation for applications for the acquisition of investment
units and understanding the state of investors’ demand for investment
units), which is provided in Article 1210 of the enforcement rule of the
securities listing regulations established by TSE, on the Pricing Date.
To be determined
The offering of investment units shall be through a primary offering,and underwritten in full by Nomura Securities Co., Ltd. and Mizuho
Securities Co., Ltd., who are the joint lead managers (collectively
referred to as the “Underwriters”).
The Underwriters will make payment of the amount equivalent toaggregate amount of the paid-in amount (issue amount) for the
primary offering to SAR on the payment date identified in (11)below. The price difference between the amount and the aggregate
amount of the issue price (offer price) for the primary offering willbe the proceeds of each underwriter. SAR will not pay anunderwriting fee to the Underwriters.
From April 4, 2016 (Monday) to April 7, 2016 (Thursday)

Disclaimer: This document is an English translation of a press release for public announcement concerning issuance of new investment units
and secondary offering of investment units by Star Asia Investment Corporation, and has not been prepared for the purpose ofsolicitation of investment. We caution investors to refer to Star Asia REIT’s prospectus and notice of amendments thereto, if any,
without fail and to undertake investment at their own decision and responsibility.

1

(9)
(10)
(11)
(12)
(13)
(14)

2

demand (book buildingperiod):
Subscription unit:
One unit or more in multiples of one unit
Subscription period:
From April 12, 2016 (Tuesday) to April 15, 2016 (Friday)
Payment date:
April 19, 2016 (Tuesday)
Delivery date:
April 20, 2016 (Wednesday)
The paid-in amount (issue amount), issue price (offer price) and other items necessary for theissuance of the new investment units shall be determined at a future Board of Directors meeting
Each of the aforementioned items shall be subject to the effectiveness of the filing of the securities
registration statement in accordance with the Financial Instruments and Exchange Act of Japan． Secondary offering of investment units (over-allotment) (please refer to <Reference> 2. below.)(1)

Number of investment
units to be offered:

(2)
(3)

Seller:Offer price:(4)

Total offer price:(5)

Offering method:

(6)
(7)
(8)
(9)
(10)

3

11,800 units
The above-mentioned number indicates the maximum number ofinvestment units to be offered through secondary offering (overallotment). There may be cases where this number is reduced or thesecondary offering through over-allotment itself may not take placeat all, depending on the demand and other circumstances
concerning the primary offering. The number of investment units tobe offered through the secondary offering shall be determined at
the Board of Directors meeting of SAR to be held on the Pricing Date
while taking into account the demand for the primary offering andother factors.
Nomura Securities Co., Ltd.
To be determined
The offer price shall be determined at Pricing Date, and offer price shallbe same as the issue price (offer price) for the public offering.
To be determined

Upon the primary offering, in consideration of the demand andother circumstances of the primary offering, Nomura Securities Co.,
Ltd., the bookrunner of the primary offering, shall offer theInvestment Units (up to 11,800 units) to be borrowed from SA4
Investment Business Limited Partnership.
Subscription unit:
One unit or more in multiples of one unit
Subscription period:
From April 12, 2016 (Tuesday) to April 15, 2016 (Friday)
Delivery date:
April 20, 2016 (Wednesday)
The offer price and other items necessary for the secondary offering through over-allotment shall be
determined at a future Board of Directors meeting.
Each of the aforementioned items shall be subject to the effectiveness of the filing of the securities
registration statement in accordance with the Financial Instruments and Exchange Act of Japan.

． Issuance of new investment units through third party allotment (please refer to <Reference> 2. below.)
(1)

(2)

(3)
(4)

Total number ofinvestment units to beoffered:
Paid-in amount (issueamount):

Total paid-in amount (totalissue amount):
Alottee

11,800 units

To be determined
The offer price shall be determined at a Board of Directors meeting to
be held on the Pricing Date, and offer price shall be same as the issue
price (offer price) for the public offering.
To be determined
Nomura Securities Co., Ltd.

Disclaimer: This document is an English translation of a press release for public announcement concerning issuance of new investment units
and secondary offering of investment units by Star Asia Investment Corporation, and has not been prepared for the purpose ofsolicitation of investment. We caution investors to refer to Star Asia REIT’s prospectus and notice of amendments thereto, if any,
without fail and to undertake investment at their own decision and responsibility.

2(5)
(6)
(7)
(8)
(9)

Subscription unit:
One unit or more in multiples of one unit
Subscription period
May 16, 2016 (Monday)(Subscription date):
Payment date:
May 17, 2016 (Tuesday)
If there is no subscription for all or a part of the investment units on or before the subscription
period (Subscription Date) described in (6) above, the issuance of such shall be canceled.
The paid-in amount (issue amount) and other items necessary for the issuance of the newinvestment units shall be determined at a future Board of Directors meeting of SAR.

<Reference>
1 The Investment Units are planned to be listed on the TSE on April 20, 2016 (Wednesday).

．
2． Details of the secondary offering (over-allotment)

Secondary offering (over-allotment) is the offering through which Nomura Securities Co., Ltd., thebookrunner of the primary offering, shall offer the Investment Units (up to 11,800 units) borrowed from SA4
Investment Business Limited Partnership, upon the primary offering after taking into account the demandand other circumstances concerning it. The number of investment units to be offered in the secondaryoffering through overallotment is scheduled to be 11,800, but the number is the maximum amount. The
number may be reduced or the secondary offering through over-allotment itself may not take place at all,depending on the demand and other circumstances.

In order to allow Nomura Securities Co., Ltd. to acquire the Investment Units needed to return theinvestment units borrowed from SA4 Investment Business Limited Partnership (the “Borrowed InvestmentUnits”) in relation to the secondary offering through over-allotment, SAR has resolved at its Board ofDirectors meeting held on March 16, 2016 (Wednesday) to newly issue 11,800 units of the Investment Units
through third party allotment (the “Third Party Allotment”), to Nomura Securities Co., Ltd. as the allotteewith the payment date on May 17, 2016 (Tuesday).
In addition, Nomura Securities Co., Ltd. may, within the period from April 20, 2016 (Wednesday) to May 10,2016 (Tuesday) (the “Syndicate Cover Transaction Period”), purchase up to the maximum number ofinvestment units offered in the secondary offering through over-allotment on the Tokyo Stock Exchange (the“Syndicate Cover Transaction”) with the aim of returning the Borrowed Investment Units. Investment units
purchased by Nomura Securities Co., Ltd. through Syndicate Cover Transaction shall be allocated in full for
returning the Borrowed Units. Nomura Securities Co., Ltd., at its discretion, may choose not to enter into
any Syndicate Cover Transaction, or to terminate the Syndicate Cover Transaction prior to reaching themaximum number of investment units to be offered in the secondary offering through over allotment during
the Syndicate Cover Transaction Period.
Nomura Securities Co., Ltd. intends to agree to the Third Party Allotment to acquire the Investment Units
for the number of investment units which were reduced from the number of investment units that arepurchased through the Syndicated Cover Transaction. In that case, there may be no subscription for all or apart of the investments units through Third Party Allotment. As a result, there may be cases in which thesubscription right shall be forfeited and the final number of investment units to be offered through ThirdParty Allotment reduced to the same extent, or the issue itself may be suspended.
Nomura Securities Co., Ltd. shall conduct the transaction above upon consultation with Mizuho Securities Co., Ltd.
3. Changes in total number of investment units issued and outstanding after these issuances of new investment
Disclaimer: This document is an English translation of a press release for public announcement concerning issuance of new investment units
and secondary offering of investment units by Star Asia Investment Corporation, and has not been prepared for the purpose ofsolicitation of investment. We caution investors to refer to Star Asia REIT’s prospectus and notice of amendments thereto, if any,
without fail and to undertake investment at their own decision and responsibility.

3units
Total number of investment units issued and outstanding
at present:
Number of new investment units to be issued throughpublic offering:
Total number of investment units issued and outstanding
after new issuance through public offering:Number of new investment units to be issued throughthird party allotment:
Total number of investment units issued through third
party allotment:

97,000 units
235,900 units
332,900 units
11,800 units(Note)

344,700 units(Note)(Note) The number is based on the assumption that Nomura Securities Co., Ltd. subscribes to all the investment
units to be offered through Third Party Allotment and that all such units are issued.

4． Amount to be procured, use of funds and schedule of expenditure(1) Amount to be procured (approximate net proceeds SAR will obtain)
24,770,000,000 yen (maximum)(Note) The total amount of the net proceeds from the primary offering (23,590,000,000 yen) and themaximum net proceeds from the Third Party Allotment (1,180,000,000 yen) is indicated. The above
amount is an expected amount as of today.

(2) Specific use of the funds to be procured and scheduled expenditure date
Net proceeds from the primary offering will be allocated for the acquisition of beneficiary interest in
trust of real estate concerning seven properties which the SAR plans to acquire, and partial repaymentof borrowings. The net proceeds from the Third Party Allotment will be used for part of the funds torepay borrowings.

．

5 Designation of Allotee
Not applicable.

．

6 Future outlook
Please refer to the “Notice Concerning Forecasts for the Fiscal Periods Ending July 31, 2016 and January 31, 2017”separately announced today.
7． Status of past equity financing, etc.
DateDecember 1, 2015
January 14, 2016

8Issue amount(thousand yen)
200,000
9,500,000

Unitholders’ capital after
the issuance(thousand yen)
200,000
9,700,000

Type of issue
Private establishment
Private offering． Details of the lock-up(1) With respect to the primary offering, SA1 Investment Business Limited Partnership, SA2 Investment
Business Limited Partnership, SA3 Investment Business Limited Partnership and SA4 Investment
Business Limited Partnership, the unitholders of SAR, has respectively agreed with Nomura SecuritiesCo., Ltd. and Mizuho Securities Co., Ltd. (collectively referred to as the “Joint Lead Managers”) thatthey will not sell, etc. the Investment Units (except for leasing, etc. the Investment Units in line withthe secondary offering through over-allotment) without the prior written approval of the Joint LeadDisclaimer: This document is an English translation of a press release for public announcement concerning issuance of new investment units
and secondary offering of investment units by Star Asia Investment Corporation, and has not been prepared for the purpose ofsolicitation of investment. We caution investors to refer to Star Asia REIT’s prospectus and notice of amendments thereto, if any,
without fail and to undertake investment at their own decision and responsibility.

4Managers, during the period from April 11, 2016 (Monday) to November 30, 2016 (Wednesday) forSA2 Investment Business Limited Partnership and during the period from April 11 (Monday) to January
13, 2017 (Friday) for SA1 Investment Business Limited Partnership, SA3 Investment Business Limited
Partnership and SA4 Investment Business Limited Partnership.
The Joint Lead Managers have the right to terminate the concerned agreements in part or in wholeat their discretion even during the period stated above.
(2) In relation to the primary offering, SAR has agreed with the Joint Lead Managers that it will not
conduct issuance, etc. of the Investment Units (except for issuance of new investment units in linewith the primary offering, the Third Party Allotment and a split of investment units) for a period fromApril 11, 2016 (Monday) to July 18, 2016 (Monday) without prior written consent from the Joint LeadManagers.
The Joint Lead Managers have the right to terminate the concerned agreement in part or in whole attheir discretion even during the period stated above.
(3) In addition, aside from the restrictions described in above (1), SA1 Investment Business LimitedPartnership, SA2 Investment Business Limited Partnership, SA3 Investment Business Limited
Partnership and SA4 Investment Business Limited Partnership have made commitments with SAR tothe continuous ownership of investment units based on the TSE regulations upon listing theInvestment Units on the TSE. Concerning investment units owned as of today, SA2 Investment
Business Limited Partnership is to own them until the date when one year has passed from December
1, 2015 (Tuesday), and SA1 Investment Business Limited Partnership, SA3 Investment Business LimitedPartnership and SA4 Investment Business Limited Partnership are to own them until the date when
one year has passed from January 14, 2016 (Thursday).

* This material is distributed to the press club of the Tokyo Stock Exchange (Kabuto Club), the press club of the
Ministry of Land, Infrastructure, Transport and Tourism, and the press club for construction trade publicationsof the Ministry of Land, Infrastructure, Transport and Tourism.
* Star Asia Investment Corporation website address: http://starasia-reit.com/en/Disclaimer: This document is an English translation of a press release for public announcement concerning issuance of new investment units
and secondary offering of investment units by Star Asia Investment Corporation, and has not been prepared for the purpose ofsolicitation of investment. We caution investors to refer to Star Asia REIT’s prospectus and notice of amendments thereto, if any,
without fail and to undertake investment at their own decision and responsibility.

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