May 10, 2018
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
Security Code: 9281

President & CEO
Vice President &Director of
Infrastructure Fund Division
TEL: 03-6262-6402

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”) hereby announcesthat it resolved at the Board of Directors meeting held today concerning issuance of new investment units andsecondary offering of investment units, as described below.

1. Issue of New Investment Units(1)
Total number of investment

19,618 Unit

units to be offered:(2)

Paid-in amountTo be determined
The amount will be determined at the Board of Directors meeting of theInvestment Corporation to be held on a date between May 21, 2018
(Monday) and May 23, 2018 (Wednesday) (hereinafter the “Pricing
Date”) in accordance with the method stated in Article 25 of theRegulations Concerning Underwriting of Marketable Securities
stipulated by the Japan Securities Dealers Association.

(3)

Total paid-in amountTo be determined

Note: This press release is intended to publicize Takara Lebel Infrastructure Fund’s Revision to issuance of new investment
units and secondary offering of investment units Investors are asked to refer to the prospectus for notification of theissuance of new investment units as well as amendments thereto prepared by the TIF before undertaking investments
and investments be made at their own discretion and responsibility.

1

(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 expected distribution
per unit (3,444 yen) and expected surplus earnings distribution per unit
(464 yen) for the fiscal period ending May 31, 2018 (5th fiscal period) by
a figure between 0.90 to 1.00 (amounts less than 1 yen to be roundeddown), in accordance with the method stated in Article 25 of theRegulations Concerning Underwriting of Marketable Securities
stipulated by the Japan Securities Dealers Association, and then will be
determined on the Pricing Date by taking into consideration of thedemand conditions and other factors.

(5)

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

Offering method

To be determined
In the form of the public offering, all the Investment Units will be purchased
and underwritten by underwriting companies, with Mizuho Securities Co,
Ltd., SMBC Nikko Securities Inc., and SBI Securities Co.,Ltd., as the joint
lead managers (hereinafter the “Joint Lead Managers”).

(7)

Underwriting agreement

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

(8)

Subscription unit

One unit or more in multiples of one unit.

(9)

Subscription period

From the following business day of the Issue Price Determination Date

(10)

Payment dateJune 1, 2018 (Friday)(11)

Delivery dateJune 4, 2018 (Monday）(12)

The paid-in amount (issue amount), offer price and other items necessary for the issuance of the new

to two business days following the Issue Price Determination Date.

Investment units will be determined at TIF Board of Directors meeting in future.
(13)

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.

(14)

The Underwriters plan to sell 2,924 units out of the Investment Units offered through the public offeringto Takara Leben, the shareholder of the asset management company.

2. Secondary offering of investment units (over-allotment) (Please find the reference 1. Note regarding Offering
through Over-Allotment)(1)
Total number of investment
units to be offered:

980 units
The above-mentioned number indicates the maximum number ofNote: This press release is intended to publicize Takara Lebel Infrastructure Fund’s Revision to issuance of new investment
units and secondary offering of investment units Investors are asked to refer to the prospectus for notification of theissuance of new investment units as well as amendments thereto prepared by the TIF before undertaking investments
and investments be made at their own discretion and responsibility.

2

investment units to be offered through secondary offering through overallotment by brokerage lead manager, Mizuho Securities Co., Ltd. Theremay be cases where this number is reduced or the secondary offering
through over-allotment itself may not take place at all, depending on the
demand and other circumstances concerning the primary offering. The
number of investment units to be offered through the secondary offering
shall be determined at TIF’s Board of Directors meeting taking into
account the demand for the primary offering and other circumstances.
(2)

Seller:Mizuho Securities Co., Ltd.

(3)

Selling price:

To be determined
It will be determined on the Pricing Date and secondary offering price shallbe the same as the issue price in the public offering(4)

Total Selling price:

To be determined(5)

Selling method:

Mizuho Securities Co., Ltd. will carry out the secondary offering of 980
units as the upper limit, taking into account of various factors including
the demand conditions and other factors of the public offering.

(6)

Subscription unit

One unit or more in multiples of one unit.

(7)

Subscription Period

Same as the delivery date for the primary offering.

(8)

Delivery Date

Same as the delivery date for the primary offering.

(9)

The paid-in amount (issue amount), offer price and other items necessary for the issuance of the new
Investment units 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
Offering through Over-Allotment)(1)
Total number of investment 980 units
units to be offered:(2)

Paid-in amount (issue

To be determinedamount):

The paid-in amount shall be determined at a Board of Directors meeting,and shall be same as the paid-in amount (issue amount) for the primaryoffering.

(3)

Total paid-in amount (total

To be determined

issue amount):(4)

Allotteeand number ofMizuho Securities Co., Ltd., 980 units

allocated units(5)

Subscription unit

One unit or more in multiples of one unit.

(6)

Subscription Period

June 26, 2018 (Tuesday)（Subscription deadline）(7)

Payment date:June 27, 2018 (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), offer price and other items necessary for the issuance of the new
Investment units will be determined at TIF Board of Directors meeting in future.

Note: This press release is intended to publicize Takara Lebel Infrastructure Fund’s Revision to issuance of new investment
units and secondary offering of investment units Investors are asked to refer to the prospectus for notification of theissuance of new investment units as well as amendments thereto prepared by the TIF before undertaking investments
and investments be made at their own discretion and responsibility.

3

(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 Offering through Over-Allotment
Secondary offering through over-allotment is the offering through which a bookrunner of the primary offering,
shall offer the investment units (up to 980 units) borrowed from brokerage lead manager, Mizuho Securities Co.,
Ltd., upon the primary offering after taking into account the demand and other circumstances concerning it. The
number of investment units to be offered in the secondary offering through over-allotment is scheduled to be
980 units. It is noted that this number is maximum amount and is subjected to be reduced or the secondaryoffering through over-allotment itself may not take place at all, depending on the demand and othercircumstances.
In order to allow Mizuho Securities Co., Ltd.,to acquire the investment units needed to return the investment
units (hereinafter refereed as the “Borrowed Investment Units”) borrowed from Mizuho Securities Co., Ltd., in
relation to the secondary offering through overallotment, Investment Corporation at its Board of Directors
meeting which is held at May 10, 2018 (Thursday) to issue 980 units of the investment units through third party
allotment (the “Third Party Allotment”), to such bookrunner as the allottee with the payment date on June 27,2018 (Wednesday).
In addition, Mizuho Securities Co., Ltd., may, within a specified period, purchase investment units up to the
maximum number of investment units offered in the secondary offering through over-allotment on the Tokyo
Stock Exchange, Inc. (the “Syndicate Cover Transaction”) with the aim of returning the Borrowed Investment
Units. Investment units purchased by Mizuho Securities Co., Ltd., through the Syndicate Cover Transaction
shall be appropriated in full for returning the Borrowed Investment Units. Mizuho Securities Co., Ltd., 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 secondary offering
through over-allotment during the Syndicate Cover Transaction Period.
Further, Mizuho Securities Co., Ltd., may conduct stabilizing transactions in connection with the primaryoffering and secondary offering through over-allotment, and appropriate all or part of the investment units thatare purchased through such stabilizing transactions to the return of Borrowed Investment Units.
Mizuho Securities Co., Ltd., 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 and theSyndicated Cover Transaction and then to be appropriated to the return of Borrowed Investment Units from thenumber of investment units sold in the secondary offering through over-allotment. 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 a result,
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 takeplace at all
In addition, the Mizuho Securities Co., Ltd., will conduct the transactions described above upon consultation
with SMBC Nikko Securities Inc.
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:

117,976 units
19,618 units

Note: This press release is intended to publicize Takara Lebel Infrastructure Fund’s Revision to issuance of new investment
units and secondary offering of investment units Investors are asked to refer to the prospectus for notification of theissuance of new investment units as well as amendments thereto prepared by the TIF before undertaking investments
and investments be made at their own discretion and responsibility.

4

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:

137,594 units
980 units
138,574 units(Note)(Note)(Note 2) Representing the case where the Mizuho Securities Co., Ltd., 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 through purchasing
new specified assets (as set forth in Paragraph 1, Article 2 of the Act on Investment Trusts and Investment
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
2,272,000,000 yen (maximum)(Note) The above amount represents the total sum of 2,164,000,000 yen proceeds from the Primary Offering, and108,000,000 yen in maximum proceeds from the issuance of new Investment Units through the Third-Party
Allotment. The above figures represent estimated amounts calculated based on the closing price for regular
trading on the Tokyo Stock Exchange as of April 25, 2018 (Wednesday)(2) Specific usage of proceeds and scheduled timing of expenditure
For sum of 2,164,000,000 yen proceeds from the Primary Offering, it will be used for acquisition of the new properties
announced on the press release dated May 10, 2018. For 108,000,000 yen in maximum proceeds from the issuanceof new Investment Units through the Third-Party Allotment, it will be used for repayment for the loan to acquire theplanned properties in future.
5. Designated Allottee of Distribution
The underwriters plan to offer 2,924 units in the primary offering to which the Investment Corporation
outsources the operations for the management of its assets, as an allottee designated by the Investment Corporation.
6. Future Outlook
Please find press release “Notice Regarding Revision to Forecasts of Operating Results for Fiscal Period Ending
November 30, 2018 (6th fiscal period) and Fiscal Period Ending May 31, 2019 (7th Fiscal Period) and Regarding
Forecasts of Operating Results for Fiscal Period Ending November 30, 2019 (8th Fiscal Period)” dated on May
10, 2018 for the forecasts of operating results for fiscal period ending November 30, 2018 (6th fiscal period),
fiscal period ending May 31, 2019 (7th Fiscal Period) and fiscal period ending November 30, 2019 (8th Fiscal
Period). In this regard, the forecasts of the operating results for the fiscal period ended May 31, 2018 (5th fiscal
period) (December 1, 2017 to May 31, 2018) that were announced on January 12, 2018 have not been revised.
7. Management Conditions during Past Three Fiscal Periods and Status of Equity Finance, etc.
(1)
Management Conditions during Past Three Fiscal Periods (Note 1)
November 2016

May 2017

November 2017

Net income per unit (Note 2)

3,236 yen

3,020 yen

3,136 yen

Distribution per unit

3,121 yen

3,021 yen

3,586 yen

97.1%

100.0%

100.0%

98,323 yen

98,223 yen

96,050 yen

Distribution payout ratio (Note 3)
Net income per unit

（Note 1）Business day for the fiscal period ending November 30, 2016 (2nd Fiscal Period) was 183 (June 1, 2016 to November

Note: This press release is intended to publicize Takara Lebel Infrastructure Fund’s Revision to issuance of new investment
units and secondary offering of investment units Investors are asked to refer to the prospectus for notification of theissuance of new investment units as well as amendments thereto prepared by the TIF before undertaking investments
and investments be made at their own discretion and responsibility.

5

30, 2016), however actual operation day was 182 (June 2, 2016 to November 30, 2016).
（Note 2）Net income per unit is calculated by dividing the net income by the weighted-average number of units outstanding during
one fiscal period.
（Note 3）Cash distribution payout ratio = Total Cash distribution payout (not including cash distribution inexcess of earnings) / Net income * 100(2)Conditions of the Recent Investment Unit Price① Conditions during the past three fiscal periods
November 2016
OpeningHigh
Low
Closing

109,900 yen
145,000 yen
100,700 yen
107,000 yen

May 2017

November 2017

107,500 yen
108,100 yen
96,700 yen
96,800 yen② Conditions during past six-month period
DecemberJanuary 20182017
Opening
101,000 yen
104,700 yen
High
104,300 yen
122,800 yen
Low
99,000 yen
103,700 yen
Closing
103,900 yen
116,700 yen

96,400 yen
105,600 yen
91,800 yen
101,800 yen

February2018
118,000 yen
119,900 yen
113,000 yen
118,700 yen

March 2018

April 2018

May 2018

118,500 yen
119,300 yen
115,200 yen
118,900 yen

119,700 yen
124,000 yen
118,000 yen
123,900 yen

124,700 yen
128,900 yen
124,300 yen
127,200 yen(Note) Information for unit price for May 2018 are as of May 9, 2018

③ Investment unit prices on the previous business day of the issuance date
May 9, 2018
Opening
126,600 yenHigh127,900 yen
Low
126,500 yen
Closing
127,200 yen(3)Status of equity finance during past three fiscal periods① Public Offering
Date of issuance
June 1, 2016
Amount of funds procured
4,290,770,000 yen
95,000 yen
Paid-in amount (issue amount)
Number of investment units issued through 2,000 units
the offering
Number of investment units issued through 45,166 units
the offering
Total number of investment units issued after 47,166 units
the offering
Initial intended use of funds at time of the To allocate the entire amount to part of funds to acquire specified
offering
assets and part of funds for acquisition-related expenses.
Scheduled outlay period at the time of
After June, 2016
offering
Allocation of funds as of today
Entire amount has been allocated by the scheduled period above② Third-Party Allotment
Date of issuance
Amount of funds procured
Paid-in amount (issue amount)
Number of investment units issued throughthe offering
Number of investment units issued throughthe offering

July 1, 2016
214,510,000 yen
95,000 yen
47,166 units
2,258 units

Note: This press release is intended to publicize Takara Lebel Infrastructure Fund’s Revision to issuance of new investment
units and secondary offering of investment units Investors are asked to refer to the prospectus for notification of theissuance of new investment units as well as amendments thereto prepared by the TIF before undertaking investments
and investments be made at their own discretion and responsibility.

6

Total number of investment units issued after
the offering
Allottee
Initial intended use of funds at time of theoffering
Scheduled outlay period at the time ofoffering
Allocation of funds as of today③ Public Offering
Date of issuance
Amount of funds procured
Paid-in amount (issue amount)
Number of investment units issued throughthe offering
Number of investment units issued throughthe offering
Total number of investment units issued after
the offering
Initial intended use of funds at time of theoffering
Scheduled outlay period at the time ofoffering
Allocation of funds as of today④ Third-Party Allotment
Date of issuance
Amount of funds procured
Paid-in amount (issue amount)
Number of investment units issued throughthe offering
Number of investment units issued throughthe offering
Total number of investment units issued after
the offering
Allottee
Initial intended use of funds at time of theoffering
Scheduled outlay period at the time ofoffering
Allocation of funds as of today

49,424 units
Mizuho Securities Co., Ltd.
To be allocated to part of the funds for future acquisition of
specified assets and part of the funds for repayment of borrowings.
After July, 2016
Entire amount has been allocated by the scheduled period above

June 1, 2017
5,959,945,656 yen
91,287 yen
49,424 units
65,288 units
114,712 units
To allocate the entire amount to part of funds to acquire specified
assets and part of funds for acquisition-related expenses.
After June, 2017
Entire amount has been allocated by the scheduled period above

June 28, 2017297,960,768 yen
91,287 yen
114,712 units
3,264 units
117,976 units
Mizuho Securities Co., Ltd.
To be allocated to part of the funds for future acquisition of
specified assets and part of the funds for repayment of borrowings.
After July, 2017
Entire amount has been allocated by the scheduled period above

8. Restrictions on Sales and Additional Issuances(1) The joint global coordinators in regards to the Offerings not to engage in the sales and certain other transactionsof the investment units owned prior to the Offerings without the prior written consent of the joint global
coordinators during the period starting from the Issue Price Determination Date to a date 360 days from thedelivery date of the Domestic Public Offering.
The joint global coordinators have right to terminate a part or entire agreement during above period by theirown discretion.
(2) The Investment Corporation has agreed with the joint global coordinators in regards to the Offerings not toengage in the issuance of the investment units and certain other transactions without the prior written consent
of the joint global coordinators during the period starting from the Issue Price Determination Date to the date

Note: This press release is intended to publicize Takara Lebel Infrastructure Fund’s Revision to issuance of new investment
units and secondary offering of investment units Investors are asked to refer to the prospectus for notification of theissuance of new investment units as well as amendments thereto prepared by the TIF before undertaking investments
and investments be made at their own discretion and responsibility.

7

90 days from the delivery date of the Public Offering (excluding the Offerings, the Third-Party Allotment andthe issuance of investment units through split of investment units and certain other exceptions).
The joint global coordinators have right to terminate a part or entire agreement during above period by theirown discretion.
End
TIF Website: http://tif9281.co.jp/en/

Note: This press release is intended to publicize Takara Lebel Infrastructure Fund’s Revision to issuance of new investment
units and secondary offering of investment units Investors are asked to refer to the prospectus for notification of theissuance of new investment units as well as amendments thereto prepared by the TIF before undertaking investments
and investments be made at their own discretion and responsibility.

8