To be determined
The paid-inamount (issue amount) will be determined at the Board of Directors meeting of the Investment Corporation to be held on a date between November 17, 2021 (Wednesday) and November 22, 2021 (Monday) (hereinafter the "Pricing Date") in accordance with the method stated in Article 25 of the Regulations Concerning Underwriting etc. of Securities stipulated by the Japan Securities Dealers Association.
To be determined

November 9, 2021

For Immediate Release

Infrastructure Fund Issuer

Takara Leben Infrastructure Fund, Inc.

Representative:

Masahide Kikuchi,

Executive Director

Securities Code: 9281

Management Company

Takara Asset Management Co., Ltd.

Representative:

Mamoru Takahashi,

President & CEO

Contact:

Masahide Kikuchi,

Vice President

TEL: +81-3-6262-6402

Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment Units as

"Green Equity"

Takara Leben Infrastructure Fund, Inc. (hereinafter referred to as the "Investment Corporation" or "TIF") hereby announces that it resolved at the Board of Directors meeting held November 9, 2021 concerning issuance of new investment units and secondary offering of investment units as "Green Equity" (Note), as described below.

(Note) As described in the "Notice of Green1(F) Rating for Green Finance Framework" announced as of November 9, 2020, the Investment Corporation received a green rating for the green finance framework from Japan Credit Rating Agency, Ltd. (defined in "5. Amount of Funds to be Financed, Specific Use of Proceeds and Scheduled Timing of Expenditure (2) Use of Proceeds and scheduled timing of expenditure" below.). The Investment Corporation will issue the investment unit in accordance with the green finance framework for which it has obtained such an evaluation (the investment unit published under the green finance framework is entitled "Green Equity" and may be designated by such designation.).

1. Issue of New Investment Units through public offering

(1) Total number of investment 74,050 units units to be offered:

(2) Paid-in amount (issue amount)

  1. Total paid-in amount

(issue amount)

Note: This press release is intended to disclose to the public the issuance of new investment units and secondary offering by Takara Leben Infrastructure Fund, Inc. (the "Investment Corporation") as Green Equities, and is not an offer to sell or a solicitation of any offer to buy the securities of the Investment Corporation in the United States or elsewhere. Any investment decision should be made based upon your own judgement. The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). Any public offering of investment units to be made in the United States will be made by means of an English-language prospectus prepared in accordance with the Securities Act that may be obtained from the Investment Corporation and that will contain detailed information about the Investment Corporation and its management, as well as the Investment Corporation's financial statements. However, the Investment Corporation will not undertake any offering or sale in the United States, public or otherwise, of investment units, which have not been and will not be registered under the Securities Act.

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(4)

Issue price (offer price)

To be determined

The issue price (offer price) will be provisionally calculated by

multiplying the closing price of the investment units of the Investment

Corporation (the "Investment Units") in a regular trading session at the

Tokyo 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 (excluding expected surplus earnings distribution) (2,900 yen)

and expected surplus earnings distribution per unit (411 yen) for the

fiscal period ending November 30, 2021 (12th fiscal period) by a figure

between 0.90 to 1.00 (amounts less than 1 yen to be rounded down) as

the provisional price, in accordance with the method stated in Article 25

of the Regulations Concerning Underwriting etc. of Securities stipulated

by the Japan Securities Dealers Association, and then will be determined

on the Pricing Date by taking into consideration of the demand

conditions and other factors.

(5)

Total amount of issue price

To be determined

(offer price)

(6)

Offering method

Investment Units shall be offered simultaneously in Japan and overseas (the

offerings in Japan and overseas and the Overallotment Secondary Offering

mentioned in "2. Secondary offering of investment units (over-allotment)" (as

defined below) shall be collectively referred to as the "Global Offering" for which a certain Domestic Underwriter (as defined below) shall serve as global coordinator).

(i) Domestic Public Offering

Investment units shall be offered through a public offering in Japan (the "Domestic Public Offering"), and all investment units for the Domestic Public Offering shall be purchased and underwritten by certain domestic underwriters (collectively referred to as the "Domestic Underwriters"). Certain Domestic Underwriters shall serve as joint lead managers for the Domestic Public Offering.

(ii) Overseas Offering

Investment Units shall be offered in overseas markets, consisting mainly of European and Asian markets (provided, however, the United States and Canada are excluded) (referred to as the "Overseas Offering" and, together with the Domestic Public Offering, the "Offerings"). All the investment units for the Overseas Offering shall be purchased and underwritten not jointly but separately by certain overseas underwriters serving as joint lead managers and joint book runners (collectively referred to as the "Overseas Underwriters" and together with the

Note: This press release is intended to disclose to the public the issuance of new investment units and secondary offering by Takara Leben Infrastructure Fund, Inc. (the "Investment Corporation") as Green Equities, and is not an offer to sell or a solicitation of any offer to buy the securities of the Investment Corporation in the United States or elsewhere. Any investment decision should be made based upon your own judgement. The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). Any public offering of investment units to be made in the United States will be made by means of an English-language prospectus prepared in accordance with the Securities Act that may be obtained from the Investment Corporation and that will contain detailed information about the Investment Corporation and its management, as well as the Investment Corporation's financial statements. However, the Investment Corporation will not undertake any offering or sale in the United States, public or otherwise, of investment units, which have not been and will not be registered under the Securities Act.

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Domestic Underwriters, the "Underwriters").

(iii) The total number of Investment Units to be issued in the Offerings shall

be 74,050 units, expecting 51,754 units for the Domestic Public Offering

and 22,296 units for the Overseas Offering, the number of investment units

to be issued through each of Offerings shall be determined on the Pricing

Date, taking into consideration the market demand and other conditions.

(7)

Underwriting agreement

The Underwriters shall pay the same amount as the total paid-in amount in

the Offerings to the Investment Corporation on the payment date stated in

(10) below, and the difference between such amount and the total amount of

issue price in the Offerings will be the net proceeds of the Underwriters. The

Investment Corporation will not pay underwriting fees to the Underwriters.

(8)

Subscription unit

One unit or more in multiples of one unit.

(9)

Subscription period

From the following business day of the Pricing Date to two business days

(Domestic Public Offering)

following the Pricing Date.

(10)

Payment date

December 1, 2021 (Wednesday)

(11)

Delivery date

December 2, 2021 (Thursday

  1. The paid-in amount (issue amount), issue price (offer price), the final breakdown of the number of Investment Units for the Domestic Public Offering and for the Overseas Offering and other items necessary for the issuance of the new Investment units through public offering will be determined at TIF Board of Directors meeting in future.
  2. Each of the aforementioned items, the Domestic Public Offering-related matters shall be subject to the securities registration in accordance with the Financial Instruments and Exchange Act of Japan taking effect.
  3. The Domestic Underwriters plan to sell up to 866 units (in the case when the amount calculated by multiplying the number of investment units sold by the Issue price exceeds 100,000,000 yen, the number of the investment units sold should be calculated by dividing 100,000,000 yen by the Issue price (amounts less than 1 yen to be rounded down)) out of the Investment Units offered through the Domestic Public Offering to Leben Community Co., LTD. (the "Designated Allottee"), as a unit holder of TIF and a subsidiary of the shareholder of the asset management company, Takara Leben Co., Ltd. (the "Sponsor").

2. Secondary offering of investment units (over-allotment) (Please find the reference 1. Note regarding Overallotment

Secondary Offering)

(1)

Total number of investment

3,702 units

units to be offered:

The above-mentioned number indicates the maximum number of

investment units to be offered through secondary offering through over-

allotment by a Domestic Underwriter (the "Overallotment Secondary Offering"). There may be cases where this number is reduced or the Overallotment Secondary Offering itself may not take place at all, depending on the demand and other circumstances concerning the

Note: This press release is intended to disclose to the public the issuance of new investment units and secondary offering by Takara Leben Infrastructure Fund, Inc. (the "Investment Corporation") as Green Equities, and is not an offer to sell or a solicitation of any offer to buy the securities of the Investment Corporation in the United States or elsewhere. Any investment decision should be made based upon your own judgement. The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). Any public offering of investment units to be made in the United States will be made by means of an English-language prospectus prepared in accordance with the Securities Act that may be obtained from the Investment Corporation and that will contain detailed information about the Investment Corporation and its management, as well as the Investment Corporation's financial statements. However, the Investment Corporation will not undertake any offering or sale in the United States, public or otherwise, of investment units, which have not been and will not be registered under the Securities Act.

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Domestic Public Offering. The number of investment units to be offered

through the Overallotment Secondary Offering shall be determined at

TIF Board of Directors meeting taking into account the demand for the

Domestic Public Offering and other circumstances.

(2)

Seller:

A Domestic Underwriter

(3)

Selling price:

To be determined

It will be determined at TIF Board of Directors meeting which is held on the

Pricing Date and the selling price shall be the same as the issue price in the

Domestic Public Offering.

(4)

Total Selling price:

To be determined

(5)

Selling method:

A Domestic Underwriter will carry out the Overallotment Secondary

Offering of 3,702 units as the upper limit, taking into account of various

factors including the demand conditions and other factors of the

Domestic Public Offering.

(6)

Subscription unit

One unit or more in multiples of one unit.

(7)

Subscription Period

Same as the subscription period for the Domestic Public Offering.

(8)

Delivery Date

December 2, 2021 (Thursday)

  1. The selling price and other items necessary for the Overallotment Secondary Offering will be determined at TIF Board of Directors meeting in future.
  2. 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 Overallotment Secondary Offering)

(1)

Total number of investment

3,702 units

units to be offered:

(2)

Paid-in amount (issue

To be determined

amount):

The paid-in amount shall be determined at TIF Board of Directors

meeting, and shall be same as the paid-in amount (issue amount) for the

Domestic Public Offering.

(3)

Total paid-in amount (total

To be determined

issue amount):

(4)

Allottee and number of

A Domestic Underwriter, 3,702 units

allocated units

(5)

Subscription unit

One unit or more in multiples of one unit.

(6)

Subscription Period

December 20, 2021 (Monday)

Subscription deadline

(7)

Payment date:

December 21, 2021 (Tuesday)

  1. The issuance of investment units will be canceled for units which is not subscribed before end of the subscription period stated on above section (6).

Note: This press release is intended to disclose to the public the issuance of new investment units and secondary offering by Takara Leben Infrastructure Fund, Inc. (the "Investment Corporation") as Green Equities, and is not an offer to sell or a solicitation of any offer to buy the securities of the Investment Corporation in the United States or elsewhere. Any investment decision should be made based upon your own judgement. The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). Any public offering of investment units to be made in the United States will be made by means of an English-language prospectus prepared in accordance with the Securities Act that may be obtained from the Investment Corporation and that will contain detailed information about the Investment Corporation and its management, as well as the Investment Corporation's financial statements. However, the Investment Corporation will not undertake any offering or sale in the United States, public or otherwise, of investment units, which have not been and will not be registered under the Securities Act.

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  1. The paid-in amount (issue amount) and other items necessary for the issuance of the new investment units through third party allotment will be determined at TIF Board of Directors meeting in future.
  2. 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.

1. Note regarding Overallotment Secondary Offering

Overallotment Secondary Offering is the offering through which a Domestic Underwriter shall offer the investment units (up to 3,702 units) borrowed from the Sponsor upon the Domestic Public Offering after taking into account the demand and other circumstances of the Domestic Public Offering. The number of investment units to be offered in the Overallotment Secondary Offering is scheduled to be 3,702 units. It is noted that this number is maximum amount and is subjected to be reduced or the Overallotment Secondary Offering itself may not take place at all, depending on the demand and other circumstances.

In order to allow a Domestic Underwriter to acquire the investment units needed to return the investment units (the "Borrowed Investment Units") borrowed from the Sponsor in relation to the Overallotment Secondary Offering, Investment Corporation resolved at its Board of Directors meeting which is held on November 9, 2021 (Tuesday) to issue 3,702 units of the investment units through third party allotment (the "Third-Party Allotment"), to a Domestic Underwriter as the allottee with the payment date on December 21, 2021 (Tuesday).

In addition, a Domestic Underwriter may, during the period from the date following the last day of the subscription period for the Domestic Public Offering and the Overallotment Secondary Offering to December 17, 2021 (Friday) (the "Syndicate Cover Transaction Period"), purchase investment units up to the maximum number of investment units offered in the Overallotment Secondary Offering on the Tokyo Stock Exchange, Inc. (the "Syndicate Cover Transaction") with the aim of returning the Borrowed Investment Units. Investment units purchased by a Domestic Underwriter through the Syndicate Cover Transaction shall be appropriated in full for returning the Borrowed Investment Units. A Domestic Underwriter at its discretion, may choose not to enter into any Syndicate Cover Transaction, or to terminate the Syndicate Cover Transaction prior to reaching the maximum number of investment units to be offered in the Overallotment Secondary Offering during the Syndicate Cover Transaction Period.

Further, a Domestic Underwriter may conduct stabilizing transactions in connection with the Domestic Public Offering and Overallotment Secondary Offering, and appropriate all or part of the investment units that are purchased through such stabilizing transactions to the return of Borrowed Investment Units.

A Domestic Underwriter 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 the Syndicated Cover Transaction from the number of investment units sold in the Overallotment Secondary Offering. It is therefore, 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 by the same extent, or the issuance itself may not take place at all.

Determination of whether to conduct the Overallotment Secondary Offering and the total numbers of

Note: This press release is intended to disclose to the public the issuance of new investment units and secondary offering by Takara Leben Infrastructure Fund, Inc. (the "Investment Corporation") as Green Equities, and is not an offer to sell or a solicitation of any offer to buy the securities of the Investment Corporation in the United States or elsewhere. Any investment decision should be made based upon your own judgement. The investment units may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). Any public offering of investment units to be made in the United States will be made by means of an English-language prospectus prepared in accordance with the Securities Act that may be obtained from the Investment Corporation and that will contain detailed information about the Investment Corporation and its management, as well as the Investment Corporation's financial statements. However, the Investment Corporation will not undertake any offering or sale in the United States, public or otherwise, of investment units, which have not been and will not be registered under the Securities Act.

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Takara Leben Infrastructure Fund Inc. published this content on 10 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 November 2021 00:24:09 UTC.