Investor Presentaiton
Outline of Merger and Planned Schedule
Outline of Merger
Name of the
new investment
corporation
Japan Metropolitan Fund Investment Corporation
Abbreviation: JMF
Planned Schedule
Japan Retail Fund Investment Corporation MCUBS MidCity Investment Corporation
(JRF)
(MMI)
Method of the
Merger
Merger ratio
Absorption-type merger
Surviving corporation :
Japan Retail Fund Investment Corporation (JRF)
Dissolving corporation :
MCUBS MidCity Investment Corporation (MMI)
JRF: MMI 1:1
(Allot 1 JRF investment unit per one MMI investment unit X)
* A two for one unit split of JRF is scheduled in order to allot
one or more JRF investment units to MMI unitholders and
the merger ratio will be based on the number of JRF units
after the unit split
For reference, the merger ratio based on the number of JRF
units before the unit split is JRF: MMI=1:0.5
Execution of the Merger Agreement
August 28, 2020
Record date for meeting of
unitholders
August 31, 2020
Meeting of unitholders
October 23, 2020
End of the fiscal period
(immediately before the Merger)
February 28, 2021
Record date for meeting of
unitholders
September 13, 2020
Meeting of unitholders
October 22, 2020
Delisting
February 25, 2021
End of the final fiscal period
before the Merger (2)
February 28, 2021
Effective date of the Merger
Conditions for
the Merger
The Merger is subject to that a proposal for approval of
the Merger Agreement (a special resolution (1)) will be
approved at the meetings of unitholders of both JRF and
MMI
Payment of distribution
Middle of May, 2021
March 1, 2021
Payment of merger
consideration (3)
May, 2021
End of the first fiscal period after the Merger
August 31, 2021
(1) Such resolution shall be passed with at least a two-thirds majority of the votes of the attending unitholders with the unitholders in attendance holding over half of the units outstanding.
(2) MMI will submit a proposal for a revision of the Articles of Incorporation to change the 29th business period, from the period from July 1, 2020 to December 31, 2020 to that from July 1, 2020 to February 28, 2021, to its general meeting of unitholders to be held on October 22, 2020, subject
to approvals of the Merger Agreement at the respective general meetings of unitholders of JRF and MMI. The same shall apply hereinafter.
(3) An amount equivalent to the cash distribution for the business period of MMI from July 1, 2020 to February 28, 2021 will be paid as the merger consideration.
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