Press release
Sep 9, 2015

Notice Concerning Determination of Issue Price and Selling Price


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

Note:

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


<For Reference> 

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. 


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