[For Information Purpose Only.
The Japanese language press release should be referred to as the original.]
June 25, 2015
To All Concerned Parties
Name of REIT Issuer:
Invincible Investment Corporation
Name of representative:
Naoki Fukuda, Executive Director
Roppongi Hills Mori Tower
6-10-1 Roppongi, Minato-ku, Tokyo, Japan(Securities code: 8963)
Asset manager:
Consonant Investment Management Co., Ltd.
Naoki Fukuda, CEOContact: Akiko Watanabe,Manager of Planning Department(Tel. +81-3-5411-2731)

Notice concerning Issuance of New Investment Unitsand Secondary Distribution of Investment Units

Invincible Investment Corporation (“INV”) announced today its decision concerning the issuance of
new investment units and secondary distribution of investment units, as follows.
1. Issuance of new investment units through public offering(1)

Number ofInvestment Units tobe offered: 500,000 investment units(2)

Amount to be paid in: To be determined(issue value)(The amount to be paid in shall be determined at the Board of
Directors Meeting to be held on a date between July 8, 2015 andJuly 10, 2015 (the “Issue Price Determination Date”). Amount to be
paid in (issue value) refers to an amount which INV shall receivefrom Underwriters (as defined in (5)(ii) below) as payment
proceeds per investment unit.)(3)

Total amount to be
paid in (total issue
value): To be determined(4)

Issue price: To be determined(offer price)

The issue price shall be determined at the Board of Directors

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The contemplated transaction does not involve any public offering of
securities in the United States.

1

Meeting to be held on the Issue Price Determination Date, taking
into consideration the level of demand and other factors, using as atentative price a figure obtained by multiplying a number between
0.90 and 1.00 by the closing price of the investment units of INV(investment units of INV are hereinafter referred to as the“Investment Units”) for ordinary trading at the Tokyo Stock
Exchange, Inc. (“Tokyo Stock Exchange”) on the Issue Price
Determination Date (in the event of no closing price on such date
being available, the closing price on the immediately precedingdate) (any fraction of one yen shall be rounded down to the nearest
yen).
(5)

Offering method: Investment Units shall be offered simultaneously in Japan andoverseas (the Domestic Public Offering, the Overseas Offering, theOverallotment Secondary Offering mentioned in “2. Secondaryoffering of Investment Units” (each as defined below) shall becollectively referred to as the “Global Offering,” for which certain of
the Underwriters (as defined below) shall serve as joint global
coordinators).
(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
and purchased by certain domestic underwriters (collectively
referred to as the “Domestic Underwriters”).
Certain of the Domestic Underwriters shall serve as joint leadmanagers for the Domestic Public Offering.

(ii)

Overseas offering
Investment Units shall be offered in overseas markets,consisting mainly of the U.S. and European markets(provided, however, that offering in the U.S. market shall be
restricted to qualified institutional buyers pursuant to Rule
144A under the U.S. Securities Act of 1933) (referred to as
the “Overseas Offering” and, together with the Domestic
Public Offering, the “Offerings”). Certain overseas
underwriters (referred to as the “Overseas Underwriters” andtogether with the Domestic Underwriters, the “Underwriters”),
shall conduct the Overseas Offering through the individual
underwriting and purchase of all the Investment Units.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The contemplated transaction does not involve any public offering of
securities in the United States.

2

(iii)The total number of Investment Units to be issued in theOfferings shall be 500,000, consisting of 237,500 units for theDomestic Public Offering and 262,500 units for the Overseas
Offering, the ultimate details of which shall be determined on
the Issue Price Determination Date, taking into consideration
the level of demand and other factors.

(6)

Details of theunderwriting
agreements: The Underwriters shall, on the payment date stated in (9)shown below, pay INV the total amount to be paid in (issue
value), and any difference between the total amount of theissue price (total offer price) and the total amount to be paid in(issue value) arising in the Offerings shall be retained by the
Underwriters. No underwriting fee shall be paid by INV to theUnderwriters.

(7)

Subscription unit

: One unit or more in multiples of one unit

(8)

Subscription period: From the Japanese business day immediately following the Issue
Price Determination Date to the second Japanese business day
following the Issue Price Determination Date

(Domestic Public
Offering)
(9)

(10)

Payment date

: A date between July 15, 2015 and July 17, 2015 date which shallbe five Japanese business days after the Issue Price
Determination Date

Delivery date

: The Japanese business day immediately following the payment
date

(11)

The Board of Directors Meeting to be held in the future shall determine the issue price (offer
price), the amount to be paid (issue value), the ultimate breakdown of the number of
Investment Units for the Domestic Public Offering and for the Overseas Offering and anyother matter required for the issuance of the new Investment Units.

(12)

Among the above-mentioned items, the Domestic Public Offering-related matters shall be
subject to the securities registration under the Financial Instruments and Exchange Act
becoming effective.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The contemplated transaction does not involve any public offering of
securities in the United States.

3

2. Secondary offering of Investment Units (overallotment secondary offering) (please see “Reference”
below)(1)

Seller： A Domestic Underwriter(2)

Number ofInvestment Units tobe offered in thesecondary offering： 25,000 Investment Units

Offer price： To be determined(3)

The above-mentioned number of Investment Units to be offered in
the secondary offering is the number of Investment Units to beoffered in an overallotment secondary offering that will be
conducted by a Domestic Underwriter (the “Overallotment
Secondary Offering”), taking into consideration the level of demandand other factors in the Domestic Public Offering. The
above-mentioned number of Investment Units in the secondaryoffering is the maximum number of Investment Units to be offeredin the Overallotment Secondary Offering, and, depending on thelevel of demand and other factors, such number may decrease or
such Overallotment Secondary Offering itself may not take place atall. The number of Investment Units to be offered in theOverallotment Secondary Offering shall be determined at a Boardof Directors Meeting to be held on the Issue Price Determination
Date, taking into consideration the level of demand and otherfactors in the Domestic Public Offering.
(To be determined at the Board of Directors Meeting to be held on
the Issue Price Determination Date. The offer price shall beidentical to the issue price (offer price) for the Domestic Public
Offering)(4)

Total offer value： To be determined(5)

Offering method： Apart from the Domestic Public Offering, one of the Domestic
Underwriters shall offer Investment Units in the secondary offering
up to a maximum of 25,000 units to be borrowed from Calliope
Godo Kaisha (“Calliope”), a holder of Investment Units (suchborrowed Investment Units shall be referred to as “Borrowed
Units”), taking into consideration the level of demand and otherfactors in the Domestic Public Offering.

(6)

Subscription unit

： One unit or more in multiples of one unit

(7)

Subscription period： Identical to the subscription period for the Domestic Public Offering(8)

Delivery date

： Identical to the delivery date for the Domestic Public Offering(9)

In the event the Domestic Public Offering is suspended, the Overallotment Secondary
Offering shall also be suspended.

(10)

The offer price and other matters required for the Overallotment Secondary Offering shall be
determined at a Board of Directors Meeting to be held in the future.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The contemplated transaction does not involve any public offering of
securities in the United States.

4

(11)

3.

The above-mentioned items shall be subject to the securities registration under the Financial
Instruments and Exchange Act becoming effective.
Issuance of new investment units through third-party allotment： 25,000 Investment Units(1)

Number ofinvestment units tobe offered(2)

Amount to be paid in ： To be determined(issue value)(To be determined at the Board of Directors Meeting to be held on
the Issue Price Determination Date. The amount to be paid in(issue value) shall be identical to the amount to be paid in (issue
value) for the Domestic Public Offering)： To be determined(3)

Total amount to be
paid in (total issue
value)(4)

Allottee and number ： A Domestic Underwriter: 25,000 units
of investment units tobe allotted(5)

Subscription unit

： One unit or more in multiples of one unit

(6)

Subscription period： August 11, 2014

(Subscription date)： August 12, 2014

(7)

Payment date

(8)

Investment units for which no application for subscription has been made during thesubscription period (subscription date), mentioned in (6) shown above, shall not be issued.

(9)

The amount to be paid in (issue value) and any other matter required for the issuance of
these new investment units through third-party allotment (the “Third-Party Allotment”) shallbe determined at a Board of Directors meeting to be held in the future.

(10)

In the event overallotment secondary offering is suspended, the issuance of new investment
units through the Third-Party Allotment shall also be suspended.

(11)

Each of the items above shall be subject to securities registration under the Financial
Instruments and Exchange Act becoming effective.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The contemplated transaction does not involve any public offering of
securities in the United States.

5

<Reference>
1. Overallotment Secondary Offering and related matters(1)
Taking into consideration the level of demand and other factors in the Domestic Public
Offering, one of the Domestic Underwriters (the “Selling Domestic Underwriter”) may conduct
a secondary offering in Japan of Investment Units, using a maximum of 25,000 units to beborrowed from Calliope, a holder of Investment Units (the “Overallotment Secondary
Offering”). The above number of Investment Units to be offered in the Overallotment
Secondary Offering is the maximum number of Investment Units for the secondary offering.
Depending on the level of demand and other factors, such number of Investment Units to beoffered may decrease, or the Overallotment Secondary Offering itself may not take place atall.
In relation to the Overallotment Secondary Offering, INV’s Board of Directors Meeting, held on
June 25, 2015, adopted a resolution to issue 25,000 new Investment Units through athird-party allotment to the Selling Domestic Underwriter, with August 12, 2015 as thepayment date, for the purpose of allowing the Selling Domestic Underwriter to acquire
investment units required for returning the borrowed investment units.
Additionally, during the period from the date following the last subscription period date for theDomestic Public Offering and the Overallotment Secondary Offering until August 7, 2015 (the“Syndicate Cover Transaction Period”), the Selling Domestic Underwriter may purchase, on
the Tokyo Stock Exchange, Investment Units in a quantity up to the number of Investment
Units offered in the Overallotment Secondary Offering for the purpose of returning the
Borrowed Units (such purchases, each a “Syndicate Cover Transaction”). All the Investment
Units purchased by the Selling Domestic Underwriter through such Syndicate CoverTransactions will be used for returning the Borrowed Units. During the Syndicate CoverTransaction Period, the Selling Domestic Underwriter may, based on its own judgment, notcarry out any Syndicate Cover Transactions or may conduct Syndicate Cover Transactions in
an amount less than the number of Investment Units offered in the Overallotment Secondary
Offering.
In addition, the Selling Domestic Underwriter may engage in stabilizing transactions inconnection with the Domestic Public Offering and the Overallotment Secondary Offering, andmay use all or part of the Investment Units purchased through such stabilizing transactions toreturn the Borrowed Units.
As for the number of investment units to be determined by subtracting the number ofinvestment units purchased through the Syndicate Cover Transaction and stabilizing
transaction, to be used for returning the borrowed investment units, from the number ofinvestment units offered in the overallotment secondary offering, the Domestic Underwriterintends to acquire such number of Investment Units through accepting the allotment under theThird-Party Allotment.
Consequently, there may be cases where there will be no subscription for whole or part of theinvestment units to be issued through the Third-Party Allotment, resulting in a commensurate
shortfall in the ultimate number of investment units to be issued through the Third-Party
Allotment, due to forfeiture, or there may be cases where such issuance itself will not takeplace at all.
(2)
The transactions described above will be conducted by the Selling Domestic Underwriter
upon consultation with the other domestic joint lead managers.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The contemplated transaction does not involve any public offering of
securities in the United States.

6

2.

Change in the number of Investment Units outstanding after the issuance of the new
Investment Units
Current number of Investment Units outstanding
2,668,686
Increase in the number of Investment Units outstanding due to theissuance of new Investment Units through the Offerings
500,000
Total number of Investment Units outstanding after the issuance of
new Investment Units through the Offerings
3,168,686
Increase in the number of investment units outstanding through theissuance of new investment units through the Third-Party Allotment
25,000 (Note)
Total number of investment units outstanding after the issuance of
new investment units through the Third-Party Allotment
3,193,686 (Note)(Note) Represents the case where the Domestic Underwriter has applied for all the investment
units to be issued through the Third-Party Allotment, resulting in the issuance of suchinvestment units

3.

Objective and rationale for the issuance
After considering the market conditions and other factors, INV decided to issue new Investment
Units with the objective of achieving higher portfolio returns, increased financial stability andcontinuous growth of distributions per unit, through the acquisition of new specified assets(these assets fall under the category of such asset as set forth in Article 2, Paragraph 1 of the
Act on Investment Trusts and Investment Corporations).

4.
Amount of funds to be raised, use of proceeds and scheduled timing of expenditure(1) Amount of funds to be raised (estimated net proceeds)
Up to JPY 25.8 billion (Note)(Note) Amount of funds to be raised (estimated net proceeds) (JPY 25.8 billion) = total amountof proceeds from the Domestic Public Offering (JPY 11.7 billion), the Overseas Offering(JPY 12.9 billion) and maximum proceeds from the issuance of new investment units
through the Third-Party Allotment (JPY 1.2 billion). The above figures are the estimatescalculated based on the closing price of the ordinary trading at Tokyo Stock Exchange
on June 18, 2015.
(2)

Specific use of proceeds and scheduled timing of expenditure
INV will use the proceeds from the Domestic Public Offering (JPY 11.7 billion) and theOverseas Offering (JPY 12.9 billion) to fund its acquisition of new specified assets announced
in “Notice concerning Acquisition of Assets and Entering into Leasing Contract” dated today.
The maximum proceeds from the issuance of new investment units through the Third-Party
Allotment (JPY 1.2 billion) will be retained as cash reserve to fund for the future acquisitions.
(Note) The above figures are the estimates calculated based on the closing price of theordinary trading at Tokyo Stock Exchange on June 18, 2015.

5.

Designation of allottee
Not applicableThis English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The contemplated transaction does not involve any public offering of
securities in the United States.

7

6.
Others (Restrictions on sale and additional issuance)
With respect to the Global Offering, Calliope and Rayo Godo Kaisha shall reach an(1)agreement not to sell, without prior written consent of the joint global coordinators, any
Investment Units held since before the Global Offering, during the period from the Issue Price
Determination Date to a date 90 days from the delivery date (except for Calliope where
investment units are lent to a Domestic Underwriter for the purpose of Secondary Offering by
the Overallotment).
(2)

With respect to the Global Offering, INV shall reach an agreement not to issue, without priorwritten consent of the joint global coordinators, any Investment Units during the period fromthe Issue Price Determination Date to a date 90 days from the delivery date (except for theissuance of Investment Units through the relevant offering, the Third-Party Allotment andinvestment unit split).

(3)

For (1) and (2) above, the joint global coordinators retain the right to terminate part or all of theaforementioned agreement and to shorten the relevant restriction period.

This English Language notice does not constitute or form a part of any offer of securities in the United States of America. The securities referred toabove have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities
referred to herein will not be publicly offered or sold in the United States. The contemplated transaction does not involve any public offering of
securities in the United States.

8