Make The World
More Sustainable[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

August 16, 2023
IssuerIchigo Hotel REIT Investment Corporation (“Ichigo Hotel,” 3463)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Eriko Ishii, Executive Director
www.ichigo-hotel.co.jp/en
Asset Management Company
Ichigo Investment Advisors Co., Ltd.
Representative: Hiroshi Iwai, President
Inquiries: Hidehito Iwasaka, Head of Ichigo Hotel
Tel: +81-3-3502-4892

Issuance of New Shares via Third-Party Allotment
Ichigo Hotel decided today to issue new shares via a third-party allotment.
1. Issuance of New Shares via Third-Party Allotment(1) Number of shares to be offered

72,515 shares(2) Issue price

JPY 111,700 per share(3) Total issue amountJPY 8,099,925,500(4) Offering method

The shares will be offered as a thirdparty allotment.

(5) Subscription period

August 24, 2023 (Thursday)(6) Payment dateAugust 25, 2023 (Friday)(7) Allottees and number of shares to beissued to the allottees

Ichigo Trust: 59,087 shares
Ichigo: 13,428 shares(8) Subscription unit

One share or more in single sharemultiples(9) Administrator

SMBC Nikko Securities(10) The aforementioned items are subject to filings submitted in accordance with the
Financial Instruments and Exchange Act (1948 Law, Act No. 25, including
subsequent revisions).
2. Change in Number of Shares Outstanding After New Issuance
Current total number of shares outstanding
Increase from new shares issued via third-party allotment
Total number of shares outstanding after third-party allotment

254,974 shares
72,515 shares
327,489 shares

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party
allotment, and has not been prepared for the purpose of solicitation of investment.

13. New Issuance Rationale
Since the fall of 2022, Covid’s impact on Japan’s hotel market has begun to subside.
Domestic leisure and business demand has been recovering due to the Japanese
government’s domestic travel subsidy program, and inbound tourism has been robust
due to the lifting of Japanese restrictions on inbound travel. Ichigo Hotel has decided totake advantage of this hotel market recovery to maximize shareholder value by growing
and further diversifying its portfolio to drive higher earnings growth and stability.
Based on a comprehensive analysis of Ichigo Hotel’s share price, financing scale andcertainty, financing costs including discounts with respect to the new share issuance,
impact on market liquidity after the new share issuance, and share price fluctuation risks
associated with determining the terms and conditions, Ichigo Hotel is acquiring five
hotel assets in line with the Investment Trust and Investment Corporation Law Article 2,
Clause 1 (1951 Law, Act No. 198, including subsequent revisions) using proceeds fromthe new shares issuance via third-party allotment, a syndicated loan from partner banks,and cash-on hand, as announced in today’s release “Acquisition of Five Hotel Assets.”
Today’s acquisitions will grow Ichigo Hotel’s portfolio to 30 hotels and JPY 69.8
billion.
4. Amount to be Procured & Use of Proceeds and Timing(1) Amount to be procured (net proceeds)
JPY 8,099,925,500(2) Use of Proceeds and Timing
Amount(JPY million)
8,099,925,500

Use of Proceeds
Acquisition of hotel assets

Date
August 25, 2023

5. Use of Proceeds
Ichigo Hotel plans to use the proceeds (JPY 8,099,925,500) from the new shareissuance via third-party allotment to acquire the five hotel assets, as described in “4.
Amount to be Procured & Use of Proceeds and Timing” above.
6. Reasonableness of Terms and Conditions of Share Issuance(1) Basis for issue price calculation
The paid-in amount is JPY 111,700, the closing price of Ichigo Hotel’s shares in regular
trading at the Tokyo Stock Exchange (“TSE”) on August 15, 2023, the business day
prior to the issuance resolution date.
The paid-in amount of the third-party allotment is calculated based on the closing priceof Ichigo Hotel’s shares in regular trading at the TSE on the business day prior to theissuance resolution date. Ichigo Hotel determined that the market price closest to thetime of calculation, the closing price on the business day prior to the issuance resolution
date, is a reasonable price for objectively calculating the current price of Ichigo Hotel’sshares.
The paid-in amount of JPY 111,700 is at a 3.1% premium on JPY 108,390, the averageclosing price of Ichigo Hotel’s shares of the one month prior to the issuance resolution
date (from July 16, 2023 to August 15, 2023), a 7.3% premium on JPY 104,079, theDisclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party
allotment, and has not been prepared for the purpose of solicitation of investment.

2average closing price of Ichigo Hotel’s shares of the three months prior to the issuanceresolution date (from May 16, 2023 to August 15, 2023), and a 5.3% premium on JPY
106,048, the average closing price of Ichigo Hotel’s shares of the six months prior to theissuance resolution date (from February 16, 2023 to August 15, 2023).
(2) Basis for reasonableness of the number of shares to be issued and the dilution impact
The number of new shares under the third-party allotment is scheduled to be 72,515
shares, resulting in a 28.4% share dilution in Ichigo Hotel’s shares outstanding (254,974
total as of today).
Ichigo Hotel has designated its sponsor Ichigo, which is strengthening its commitment
to Ichigo Hotel, as an allottee. In order to flexibly schedule the execution of the newshare issuance via third-party allotment, Ichigo Hotel believes it is necessary for the
allottees to have a deep understanding of Ichigo Hotel. Upon discussions with Ichigo
Asset Management International Pte. Ltd. (“IAMI”), which is the investment manager
for Ichigo Trust Pte. Ltd., Ichigo’s largest shareholder and Ichigo Hotel’s fourth largest
shareholder as of July 31, 2023, and has a discretionary investment agreement with
Ichigo Trust, Ichigo Hotel determined that Ichigo Trust is an appropriate allottee. IAMI
has a deep understanding of Ichigo’s commitment to Ichigo Hotel and high expectations
for Ichigo Hotel’s further growth and increased shareholder value. Ichigo Hotel believes
that the flexible acquisition of the five hotel assets using proceeds from the new shareissuance via third-party allotment contributes to its long-term growth.
The hotel assets that will be acquired using proceeds from the new share issuance arevalued at JPY 15 billion, and will contribute to increasing portfolio earnings vs.
maintaining the current portfolio without the hotel acquisitions, and driving portfolio
diversification and stability, as well as the stability of Ichigo Hotel’s share price. By
setting the payment date of the third-party allotment close to the start of Ichigo Hotel’sJanuary 2024 fiscal period, Ichigo Hotel is limiting the dilution of Dividend per Share.
7. Allottee Selection Rationale(1) Overview
Ichigo Trust
(1)

Name

(2)

Address(3)

Incorporation(4)

Purpose(5)(6)

Establishment Date
CapitalMajor Shareholders
and Shareholding
Ratio

(7)

(8)

Investment Manager

Ichigo Trust
Elgin Court, Elgin Avenue, P.O. Box 448, George Town, Grand
Cayman, KY1-1106, Cayman Islands
Cayman Islands Trust Law
Asset management specializing in investments in Japanesecompanies
October 5, 2006
JPY 1,084,090 million (as of June 30, 2023）
Primarily university endowments, foundations, and pension
funds in the US and Europe. Details cannot be disclosed due tonondisclosure agreements with Ichigo Trust’s clients.
Ichigo Asset Management International,
Name
Pte. Ltd.
1 North Bridge Road, #06-08 High Street
Address
Centre Singapore 179094
Representative
Partner/CEO Navaid Ejaz Farooqi
Principal Business Investment Management
Capital200,000 SGD

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party
allotment, and has not been prepared for the purpose of solicitation of investment.

3

Name
(9)

Domestic Standing
Proxy

Address
Representative
Principal Business
CapitalRelationship with
Ichigo Trust

(10)

1
2

Relationshipbetween Ichigo Trustand Ichigo Hotel/
Ichigo Investment
Advisors (“IIA”)

The Hong Kong and Shanghai Banking
Corporation Limited, Tokyo Branch
3-11-1 Nihonbashi, Chuo-ku, Tokyo
Representative in Japan, Edward Weeks
Branch of an overseas bankNone because it is a branch of an overseas
bankIchigo Asset Management International
Pte. Ltd., which has a discretionary
investment contract with Ichigo Trust, also
has a discretionary investment contract
with Ichigo Trust Pte. Ltd., Ichigo Hotel’ssponsor Ichigo’s largest shareholder andIchigo Hotel’s fourth largest shareholder(as of July 31, 2023).
Ichigo Trust does not have any material
personnel or transactional relationships
with Ichigo Hotel or IIA, Ichigo Hotel’sasset management company.

Relationship with
Investment
Manager

Ichigo Asset Management International
Pte. Ltd., Ichigo Trust’s investment
manager, has a discretionary investment
contract with Ichigo Trust Pte. Ltd., Ichigo
Hotel’s fourth largest shareholder (as ofJuly 31, 2023).
Scott Callon, CEO & Representative
Director of Ichigo Asset Management,
Ltd., who provides investment advice tothe investment manager, is also the
Chairman of Ichigo, IIA’s parent company.
There are no capital or transactional
relationships.

Relationship with
Domestic
Standing Proxy

N/A

The above information is as of June 30, 2023 unless stated otherwise.
Ichigo Hotel has confirmed that Ichigo Trust, its directors, and its major shareholders(investors) do not have any relationships with anti-social forces, and submitted
relevant documents to the TSE.

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party
allotment, and has not been prepared for the purpose of solicitation of investment.

4

Ichigo
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)

(12)

(13)

Name
Address
Representative
Principal
Businesses
CapitalEstablishment Date
Number of Issued
SharesFiscal Year End
Number of
Employees
Main Customers
Main Partner Banks

Ichigo Inc.
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
President & Representative Director Takuma Hasegawa
Sustainable Real Estate, Asset Management, and Clean Energy
businesses
JPY 26,888 million (as of February 28, 2023)
March 17, 2000
505,381,018 shares (as of May 31, 2023)
February
462 (as of February 28, 2023)–
SMBC, Mizuho BankICHIGO TRUST PTE. LTD. (Standing Proxy: The
49.65%
Hong Kong and Shanghai Banking Corporation
Limited, Tokyo Branch)
The Master Trust Bank of Japan, Ltd. (Trust
6.10%
Account)
MACQUARIE BANK LIMITED DBU AC
5.00%(Standing Proxy: Citibank, N.A., Tokyo Branch)
Morgan Stanley MUFG Securities Co., Ltd.
4.51%
BNYM SA/NV FOR BNYM FOR BNY GCM
CLIENT ACCOUNTS M LSCB RD (Standing
4.47%
Major Shareholders
Proxy: MUFG Bank, Ltd.)and Shareholding
BNYMSANV RE GCLB RE JP RD LMGC
Ratio
2.70%
(Standing Proxy: Citibank, N.A., Tokyo Branch)(as of
2.10%
February 28,2023) Custody Bank of Japan, Ltd. (Trust Bank)SMBC Nikko Securities Inc.
2.02%
MORGAN STANLEY SMITH BARNEY LLC
1.79%
CLIENTS FULLY PAID SEG ACCOUNT(Standing Proxy: Citibank N.A., Tokyo Branch)
STATE STREET LONDON CARE OF STATESTREET BANK AND TRUST，BOSTONSSBTC A/C UK LONDON BRANCH CLIENTS1.05%
UNITED KINGDOM (Standing Proxy: The Hong
Kong and Shanghai Banking Corporation Limited,Tokyo Branch)
Allottee Relationship with Ichigo Hotel and IIA
Number of Ichigo shares
N/A
owned by Ichigo Hotel
Number of Ichigo Hotel shares
Capitalowned by Ichigo
9,653 shares
Relationship(as of July 31, 2023)
IIA is a wholly-owned consolidated subsidiary of Ichigo.
Personnel
Ichigo does not have any personnel relationship with Ichigo
Relationship
Hotel. Some IIA employees are seconded from Ichigo.

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party
allotment, and has not been prepared for the purpose of solicitation of investment.

5

Transactional
Relationship

Ichigo has a sponsor support agreement with Ichigo Hotel. In
addition to this agreement, IIA has a memorandum of
understanding regarding the priority of information on asset
acquisitions within the Ichigo group with Ichigo’s subsidiaries,
Ichigo Estate, Ichigo ECO Energy, and Ichigo Owners.

Related Party
Treatment

Ichigo is the parent company of IIA and is a related party of IIA
as defined under the Investment Trust and Investment
Corporation Law.

(14)

Past Three Year Financials & Results
FY21/2
FY22/2
FY23/2
Fiscal Year
(JPY million)(JPY million)(JPY million)
Consolidated Net Assets
110,255
112,191
114,393
Consolidated Total
347,076
337,887
338,619
AssetsNet Assets per ShareJPY 209.81
JPY 215.46
JPY 227.24
Consolidated Revenue
61,36856,93468,093
Consolidated Operating
9,668
10,01812,492
ProfitNet Income
5,027
6,473
9,409
EPS
JPY 10.48
JPY 13.81
JPY 20.45
Dividend
JPY 7
JPY 7
JPY 8
1
Ichigo Hotel was notified on June 8, 2023 by Ichigo that it will be purchasing Ichigo
Hotel shares, as detailed below.
Total Purchase AmountJPY 1B (maximum)
Purchase Period
Up to 120 business days from June 9, 2023 (expected)
Purchase Method
In-market purchases via securities firm
2
Ichigo Hotel has confirmed that Ichigo, its directors, and its major shareholders(investors) do not have any relationships with anti-social forces.
(2) Allottee Selection Rationale
Please refer to 3. New Issuance Rationale above for Ichigo Hotel’s rationale forselecting Ichigo Trust and Ichigo as the allottees.
(3) Shareholding Policy of Allottees
Ichigo Hotel has confirmed with its sponsor Ichigo that it intends to continue holding
the Ichigo Hotel shares acquired via the third-party allotment except under
extraordinary circumstances, similar to its currently owned Ichigo Hotel shares. Eachallottee has agreed to not sell the shares to be acquired via the third-party allotment until
after 180 days from the settlement date without the prior written consent of Ichigo Hoteland IIA. However, this is not applicable to sales or transfers of shares from Ichigo Trust
to Ichigo Trust Pte. Ltd. The execution of sales or transfers of shares from Ichigo Trust
to Ichigo Trust Pte. Ltd. assumes that Ichigo Trust Pte. Ltd. has submitted a priorwritten notification to Ichigo Hotel and IIA that it will not sell Ichigo Hotel sharesacquired via the third-party allotment until after 180 days from the settlement date
without the prior written consent of Ichigo Hotel and IIA.

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party
allotment, and has not been prepared for the purpose of solicitation of investment.

6

8. Major Shareholders and Percentage of Shareholding(1) Major Shareholders and Percentage of Shareholding Before and After the Subscription
PeriodBefore (as of July 31, 2023)
The Master Trust Bank of
18.77%
Japan, Trust AccountCustody Bank of Japan, Ltd.,14.15%
Trust AccountNomura Trust & Banking Co.,
Ltd., Investment Trust
5.90%
Account
Ichigo Trust Pte. Ltd.
4.27%
IchigoMorgan Stanley MUFG
Securities Co., Ltd.
NOMURA PB NOMINEESLIMITED OMNIBUSMARGIN (CASHPB)MSCO CUSTOMERSECURITIES
Individual Shareholder

After*
Ichigo Trust

18.04%The Master Trust Bank ofJapan, Trust Account

14.61%

Custody Bank of Japan, Ltd.,
Trust Account11.02%

IchigoNomura Trust & Banking Co.,
3.78% Ltd., Investment Trust
Account

7.04%

1.68% Ichigo Trust Pte. Ltd.

3.33%

Morgan Stanley MUFG
Securities Co., Ltd.

1.57%

NOMURA PB NOMINEES
1.44% LIMITED OMNIBUSMARGIN (CASHPB)MSCO CUSTOMER
1.23%
SECURITIES

4.59%

1.31%
1.22%
1.12%

GOLDMAN SACHS
0.76% Individual Shareholder
0.96%
INTERNATIONAL
1
The composition of major shareholders after the new share issuance is based on theassumption that there are no changes to the major shareholders as of July 31, 2023 anddoes not necessarily correspond with the actual composition of major shareholders.
2
Ichigo Hotel was notified on June 8, 2023 by Ichigo that it will be purchasing Ichigo
Hotel shares, as detailed below.
Total Purchase AmountJPY 1B (maximum)
Purchase Period
Up to 120 business days from June 9, 2023 (expected)
Purchase Method
In-market purchases via securities firm(2) Matters Relating to Satisfaction of Conduit
N/A
9. Earnings Impact
Ichigo Hotel’s January 2024 fiscal period earnings forecast is detailed in today’s release“Earnings Forecast Revision for the January 2024 Fiscal Period.”

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party
allotment, and has not been prepared for the purpose of solicitation of investment.

710. Financial Results for the Last Three Fiscal Periods and Equity Financing History(1) Financial results for the last three fiscal periods
January 2022
July 2022
January 2023
Net Income per Share
JPY 1,345
JPY 1,417
JPY 2,240
Dividend per Share
JPY 1,345
JPY 1,418
JPY 2,240
Payout Ratio
100%
100.1%
100%
Net Assets per Share
JPY 125,270
JPY 125,342
JPY 126,165
Note: The financial results for the January 2022, July 2022, and January 2023 fiscal
periods are provided above because the July 2023 fiscal period earnings have notbeen announced.
(2) Recent share price(i) Share price in the last three fiscal periods
July 2022
January 2023
July 2023
Opening Price
JPY 77,300
JPY 94,600
JPY 116,400
Highest Price
JPY 98,200
JPY 115,200
JPY 119,100
Lowest Price
JPY 76,500
JPY 93,500
JPY 98,900
Closing Price
JPY 93,900
JPY 114,100
JPY 108,400
Note: The opening price, highest price, and lowest price are based on the closing
price of Ichigo Hotel’s shares in regular trading at the TSE.
(ii) Share price in the last six months(JPY)
Mar 2022 Apr 2022 May 2022 Jun 2023 Jul 2023 Aug 20232
Opening Price1
115,600
107,300
106,400
99,500104,900
108,300
1
Highest Price
117,400
107,300
107,400
104,000
112,600
111,700
1
Lowest Price
102,100
102,400
99,20098,900102,000
107,500
Closing Price1
103,600
106,400
100,800
104,000
108,400
111,700
1
The opening price, highest price, and lowest price are based on the closing price of
Ichigo Hotel’s shares in regular trading at the TSE.
2
The share price for August 2023 is as of August 15, 2023 (Tuesday).
(iii) Share price on the business day prior to the issuance resolution date
Opening Price
Highest Price
Lowest Price
Close Price

August 15, 2023
JPY 111,700
JPY 111,900
JPY 110,800
JPY 111,700(3) Equity financing conducted in the last three fiscal periods
N/A

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to issuance of new shares via third-party
allotment, and has not been prepared for the purpose of solicitation of investment.

8