Company name: Sosei Group Corporation
Listing: Tokyo Stock Exchange Security code: 4565 URL http://www.sosei.com/
Representative: Shinichi Tamura Representative Executive Officer, CEO
Contact person: Hidetoshi Torami Executive Vice President, CFO Tel: +81-03-5210-3290
Sosei Group Corporation (the “Company”) hereby announces that it has determined the issue price and the selling price relating to the issuance of new shares by way of public offering and secondary offering of shares, which was resolved at the meeting of the Company’s board of directors held on 1 September 2015, as set forth below.
1. Issuance of New Shares by way of Primary Offering (the “Public Offering”)
1) Issue Price (the Offer Price) (See Note 1) 3,647 yen per share
2) Aggregate Issue Price (See Note 2) 8,324,277,500 yen
3) Amount to be Paid (See Note 1) 3,460.76 yen per share
4) Total Amount to be Paid (See Note 2) 7,899,184,700 yen
5) Amount of Capital Stock and Capital The amount of capital stock to be increased: 3,949,592,350 yen
Reserve to be Increased (See Note 2) The amount of capital stock to be increased: 3,949,592,350 yen
6) Subscription Period From Thursday, 10 September 2015 to Friday, 11 September 2015
7) Payment Date Wednesday, 16 September 2015
1 The Underwriter shall underwrite and purchase all of the new shares offered in the Public Offering at the amount to be paid, and offer such shares at the issue price (offer price). 2 These figures are those after the Underwriter exercises all the options granted to them as described in 2(ii) of the caption.
2. Secondary Offering of Shares of the Company (the “Secondary Offering by way of Over Allotment”)
1) Number of Shares to be Offered 247,500 shares
2) Selling Price 3,647 yen per share
3) Aggregate Selling Price 902,632,500 yen
4) Subscription Period From Thursday, 10 September 2015 to Friday, 11 September 2015
5) Delivery Date Thursday, 17 September 2015
3. Issuance of New Shares by way of Third-Party Allotment
1) Amount to be Paid 3,460.76 yen per share
2) Total Amount to be Paid 856,538,100 yen (maximum)
3) Amount of Capital Stock and Capital The amount of capital stock to be increased: 428,269,050 yen (maximum)
Reserve to be Increased The amount of capital reserve to be increased: 428,269,050 yen (maximum)
4) Subscription Period (Subscription Date) Friday, 25 September 2015
5) Payment Date Monday, 28 September 2015
1. Calculation of Issue Price and Selling Price
1) Reference Date and Price Wednesday, 9 September 2015 3,880 yen
2) Discount Ratio 6.01 per cent.
2. Number of Shares to be offered by way of Public Offering
2,282,500 shares of common stock of the Company which is the sum of (i) and (ii) below:
(i) 2,200,000 shares of new shares of common stock of the Company to be underwritten by the Underwriter in the Public Offering.
(ii) A maximum of 82,500 additionally-issued shares of common stock of the Company which may be purchased pursuant to an option to purchase to be granted to the Underwriter in connection with sales to overseas investors as a part of the Public Offering. 626,600 shares as part of the offered shares mentioned in (i) above will be sold by companies related to the Underwriter to overseas investors in overseas markets such as Europe and Asia (but excluding the United States and Canada). In connection with such sales, the Company shall grant the Underwriter an option to purchase the additionally-issued shares mentioned in (ii) above.
3. Syndicate cover transaction period
Saturday, 12 September 2015 to Friday, 18 September 2015
4. Use of Proceeds to be Raised
The proceeds from the Public Offering and the Issuance of New Shares by way of Third-Party Allotment, sum of which are estimated to be JPY 8,685,722,800 at maximum amount, are scheduled to be applied towards repayment of short-term loans related to the acquisition of Heptares.