Showa Denko K.K. (the “Company”) hereby announces the issue price, selling price and certain other matters relating to the issuance of its new shares and the secondary offering of shares which its board of directors resolved on August 23, 2021, as set forth below.
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) 15,070,500 shares of common stock of the Company, issued for purchase by the Japanese Underwriters in the Japanese Public Offering;
(ii) 15,529,500 shares of common stock of the Company, issued for purchase by the International Underwriters in the International Offering; 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 in the International Offering.
(2) Issue price (offer price)[1]: 2,465 yen per share
(3) Total amount of issue price[2]: 80,520,457,500 yen
(4) Amount to be paid in[1]: 2,363.32 yen per share
(5) Total amount to be paid in[2]: 77,199,029,460 yen
(6) Amount of stated capital[2] and additional capital reserves to be increased:
– The amount of stated capital to be increased: 38,599,514,730 yen
– The amount of the additional capital reserves to be increased: 38,599,514,730 yen
(7) Subscription period (in Japanese Public Offering): From September 7, 2021 (Tue) through September 8, 2021 (Wed)
(8) Payment date: September 13, 2021 (Mon)
Notes:
[1] The Underwriters shall purchase the shares at the amount to be paid in and offer the shares at the issue price (the offer price).
[2] These figures are based on the assumption that the International Underwriters exercise all of the options set forth in (1)(iii) above.
2. Secondary offering of shares (secondary offering by way of over-allotment)
(1) Class and number of shares to be sold: 2,524,500 shares of common stock of the Company
(2) Selling price: 2,465 yen per share
(3) Total amount of selling price: 6,222,892,500 yen
(4) Subscription period: From September 7, 2021 (Tue) through September 8, 2021 (Wed)
(5) Delivery date: September 14, 2021 (Tue)
3. Issuance of new shares by way of third-party allotment (the “Third-Party Allotment”)
(1) Amount to be paid in: 2,363.32 yen per share
(2) Total amount to be paid in: Up to 5,966,201,340 yen
(3) Amount of stated capital and capital reserves to be increased:
– Amount of stated capital to be increased: Up to 2,983,100,670 yen
– Amount of the capital reserves to be increased: Up to 2,983,100,670 yen
(4) Subscription period: October 12, 2021 (Tue)
(5) Payment date: October 13, 2021 (Wed)
Reference
1. Calculation of issue price and selling price
(1) Calculation reference date and price: September 6, 2021 (Mon) 2,542 yen
(2) Discount rate: 3.03%
2. Syndicate cover transaction period: From September 9, 2021 (Thu) through October 8, 2021 (Fri)
3. Use of proceeds raised this time
With respect to the net proceeds from the Japanese Public Offering, the International Offering and the Third-Party Allotment, which the Company estimates to be, in total, up to 82,383,230,800 yen, the Company intends to use 5,900,000,000 yen as investment funds for manufacturing facilities for high-purity gases for electronics, etc. in chemicals segment and 5,800,000,000 yen as investment funds for manufacturing facilities for SiC power semiconductor-related materials and lithium-ion battery materials, etc. in electronics segment by the end of December 2023, with the remaining amount of approximately 70,600,000,000 yen as investment funds for production facilities for CMP slurries, copper-clad laminates, photosensitive films and rear door modules made of molded resin in Showa Denko Materials segment, as well as improvements to the Packaging Solution Center and increases to the production capacity of regenerative medicine manufacturing bases, etc. by the end of March 2024.
For more information regarding the use of proceeds, please refer to the press release “Announcement Regarding Issuance of New Shares and Secondary Offering of Shares” dated August 23, 2021.
Full press release can be viewed at www.sdk.co.jp/assets/files/english/news/2021/20210906_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