Showa Denko K.K. (the “Company”) hereby announces that its board of directors has resolved matters relating to the issuance of its new shares and the secondary offering of shares on August 23, 2021, as set forth below.
With the aim to establish a leading position in the semiconductor materials market, and to achieve sustainable and strong growth, the Company believes that it is critical to focus its strategic investment in the Electronics area at this moment. The Company will take advantage of this capital raising to strengthen the financial flexibility which supports proactive strategic investments, and will pursue the enhancement of long-term corporate value.
1. Issuance of new shares by way of public offering
(1) Class and number of shares to be offered: 32,665,500 shares of common stock of the Company, the aggregate of (i) through (iii) described below:
(i) 16,830,000 shares of common stock of the Company, issued for purchase by the Japanese Underwriters in the Japanese Public Offering, described in (4)(i) below;
(ii) 13,770,000 shares of common stock of the Company, issued for purchase by the International Underwriters in the International Offering, described in (4)(ii) below; and
(iii) A maximum of 2,065,500 shares of common stock of the Company, additionally issued for purchase by the International Underwriters upon exercise of the option, described in (4)(ii) below.
(2) Method of determination of amount to be paid in
The amount to be paid in will be determined on a day in the period between September 6, 2021 (Mon) and September 8, 2021 (Wed) (such date, the “Pricing Date”) in accordance with the method set forth in Article 25 of the Regulations Concerning Underwriting of Securities, etc. promulgated by the Japan Securities Dealers Association (the “JSDA”).
(3) Amount of stated capital and additional capital reserves to be increased
The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 14, Paragraph 1 of the Rules of Account Settlement of Corporations, with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of additional capital reserves to be increased shall be the amount obtained by subtracting the amount of stated capital to be increased from the maximum increased amount of stated capital.
(4) Method of offering
The Japanese offering and the international offering shall be made simultaneously.
(i) Japanese Public Offering:
The offering to be made in Japan (the “Japanese Public Offering”) shall be a public offering, and several Japanese underwriters (collectively, the “Japanese Underwriters”), in which three of the Japanese Underwriters act as the Japanese joint lead managers and joint bookrunners, shall underwrite and purchase all of the new shares with respect to the Japanese Public Offering.
(ii) International Offering:
In the offering to be made outside of Japan (with the offering in the United States restricted to sales to Qualified Institutional Buyers under Rule 144A of the U.S. Securities Act of 1933) (the “International Offering”), the aggregate number of shares shall be severally and not jointly purchased by several international underwriters (the “International Underwriters” and collectively with the Japanese Underwriters, the “Underwriters”). Among the International underwriters, three will act as the international joint lead managers and joint bookrunners.
The Company shall also grant the International Underwriters the option to purchase additional newly issued shares of common stock, as described in (1)(iii) above.
With regard to the number of shares to be offered in (i) and (ii) above, the number of shares to be issued is planned to be 16,830,000 shares for the Japanese Public Offering and 15,835,500 shares for the International Offering (13,770,000 shares to be purchased by the International Underwriters initially in (1)(ii) above and 2,065,500 additional shares to be purchased upon exercise of the option in (1)(iii) above). However, the final breakdown shall be determined on the Pricing Date by taking into account market demand and other conditions.
The issue price (the offer price) with regard to each of (i) and (ii) above shall be determined in accordance with the method stated in Article 25 of the Regulations Concerning Underwriting of Securities, etc., of the JSDA, on the Pricing Date based on the preliminary pricing terms calculated by multiplying the closing price in regular trading of the shares of common stock of the Company on the First Section of the Tokyo Stock Exchange, Inc. on the Pricing Date (or, if no closing price is quoted, the closing price of the immediately preceding date) by between 0.90 and 1.00 (with any fraction less than one yen being rounded down), taking into account market demand and other conditions.
The global coordinator for the Japanese Public Offering, the International Offering and the offering mentioned below in “2. Secondary offering of shares (secondary offering by way of over-allotment)” shall be one of the Japanese Underwriters (the “Global Coordinator”) and the co-global coordinators shall be two of the Japanese Underwriters.
(5) Consideration for underwriters
The Company shall not pay any underwriting commissions to the Underwriters, although the aggregate amount of the difference between (a) the issue price (the offer price) in each offering and (b) the amount to be paid in to the Company by the Underwriters shall constitute proceeds to the Underwriters.
(6) Subscription period (in Japanese Public Offering)
The subscription period shall be from the business day immediately following the Pricing Date to the second business day following the Pricing Date.
(7) Payment date
The payment date shall be any day in the period from September 13, 2021 (Mon) to September 15, 2021 (Wed), provided, however, that such day shall be the fifth business day following the Pricing Date.
(8) Subscription unit: 100 shares
(9) The amount to be paid in, the amount of stated capital and capital reserves to be increased, the issue price (the offer price), and any other matters necessary for the issuance of new shares through the Japanese Public Offering and the International Offering shall be determined at the discretion of Representative Director, President of the Company.
(10) The Japanese Public Offering shall be subject to the registration taking effect under the Financial Instruments and Exchange Act of Japan.
2. Secondary offering of shares (secondary offering by way of over-allotment) (See “Reference” item 1. below)
(1) Class and number of shares to be sold: 2,524,500 shares of common stock of the Company.
The number of shares mentioned above is the maximum number of shares to be sold. The above number may decrease, or the secondary offering by way of over-allotment itself may be cancelled, depending on market demand and other conditions. Furthermore, the number of shares to be sold shall be determined on the Pricing Date, taking into account market demand and other conditions in the Japanese Public Offering.
(2) Seller: A Japanese Underwriter
(3) Selling price: Undetermined (The selling price shall be determined on the Pricing Date; provided, however, that such selling price shall be the same as the issue price (the offer price) in the Japanese Public Offering
(4) Method of secondary offering
Taking into account market demand and other conditions for the Japanese Public Offering in “1. Issuance of new shares by way of public offering”, the Seller will make a secondary offering in Japan of the maximum of 2,524,500 shares that it borrows from a certain shareholder of the Company.
(5) Subscription period: The subscription period shall be the same as the subscription period in the Japanese Public Offering.
(6) Delivery date: The delivery date shall be the business day immediately following the payment date in the Japanese Public Offering.
(7) Subscription unit: 100 shares
(8) The selling price and any other matters necessary for the secondary offering by way of overallotment shall be approved at the discretion of the Representative Director, President of the Company.
(9) The secondary offering by way of over-allotment shall be subject to the registration taking effect under the Financial Instruments and Exchange Act of Japan; provided, however, that if the Japanese Public Offering is cancelled, the secondary offering by way of over-allotment shall be cancelled as well.
3. Issuance of new shares by way of third-party allotment (See “Reference” item 1. below)
(1) Class and number of shares to be offered: 2,524,500 shares of common stock of the Company.
(2) Method of determination of the amount to be paid in
The amount to be paid in shall be determined on the Pricing Date; provided, however, that such amount to be paid in shall be the same as the amount to be paid in stated in “1. Issuance of new shares by way of public offering” above.
(3) Amount of stated capital and capital reserves to be increased
The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 14, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of the capital reserves to be increased shall be the amount obtainable by subtracting the amount of stated capital to be increased from the maximum increased amount of stated capital.
(4) Allottee: A Japanese Underwriter
(5) Subscription period: October 12, 2021 (Tue)
(6) Payment date: October 13, 2021 (Wed)
(7) Subscription unit: 100 shares
(8) Shares not subscribed for within the subscription period in (5) above shall not be issued.
(9) The amount to be paid in, the amount of stated capital and capital reserves to be increased, and any other matters necessary for the issuance of new shares by way of third-party allotment shall be determined at the discretion of Representative Director, President of the Company.
(10) The Issuance of new shares by way of third-party allotment shall be subject to the registration taking effect under the Financial Instruments and Exchange Act of Japan; provided, however, that if the Japanese Public Offering is cancelled, the issuance of new shares by way of third-party allotment shall be cancelled as well.
Full press release can be viewed at www.sdk.co.jp/assets/files/english/news/2021/20210823_sdknewsrelease_e.pdf
About Showa Denko K.K.
Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY) is a major manufacturer of chemical products serving from heavy industry to computers and electronics. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory/graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high bright LEDs, and rare earth magnetic alloys, and the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, visit www.sdk.co.jp/english/.
Contact:
Showa Denko K.K., CSR & Corporate Communication Office, Tel: 81-3-5470-3235