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Share Issuance and Disposal1723NIHON DENGI CO.,LTD.Construction and Materials

Notice Regarding the Secondary Offering of Shares

Resolved to offer for sale 3,852,600 common shares of the Company held by existing shareholders through an underwritten offering. Depending on demand, an over-allotment offering of up to 577,800 shares will also be conducted.

Worth reading
41Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
3852600
Shares (plus an over-allotment of up to 577,800 shares)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Secondary offering of shares (underwritten secondary offering) and secondary offering through an over-allotment

発行・処分する株式数

Underwritten offering: 3,852,600 shares; over-allotment offering: 577,800 shares (maximum)

Intended allottee
No specific allottees, as this is a public offering. Underwriters: an underwriting syndicate led by Mizuho Securities Co., Ltd. as lead manager. Over-allotment seller: Mizuho Securities Co., Ltd.
Not applicable (the offering price has not been determined. The indicative price range will be calculated by multiplying the closing price on the date the offering price and other terms are determined by 0.90 to 1.00, and the final price will be determined after taking demand and other factors into account.)
Total issue value

None

Amount of funds to be raised
Not applicable (this is not a fund-raising transaction by the Company)
Total Stock-Based Compensation
None
Specific use of funds
Not applicable (this is not a fund-raising transaction by the Company)
発行済株式総数

No increase

Not applicable (this is a sale of existing shares and does not involve the issuance of new shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
None
Exercise period
None
Number of Stock Acquisition Rights
None
Reason for acquisition without consideration
None
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
A lock-up period applies to Mizuho Bank, Ltd., the selling shareholder, and Shimada Ryosuke (島田良介), Kikuno Izumi (菊野泉) and others, from the date the offering price and other terms are determined through the 180th day from the settlement date.
Conditions for lifting transfer restrictions
Any sale or other disposal during the lock-up period requires Mizuho Securities Co., Ltd.'s prior written consent. Mizuho Securities Co., Ltd. may, at its discretion, release the parties from the agreement.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd. (lead manager) and the underwriting syndicate
Overallotment
Over-allotment offering: 577,800 shares (maximum); maximum number of shares subject to a third-party allotment: Not disclosed (this document describes the offering of borrowed shares and the green shoe option)
Stock Split RatioNone
Payment date
None
Basis for determining the amount to be paid
The indicative price range will be calculated by multiplying the closing price for regular trading of the Company's common shares on the Tokyo Stock Exchange on the date the offering price and other terms are determined, or, if there is no closing price on that date, the closing price on the most recent trading day, by 0.90 to 1.00. The final price will be determined after taking demand and other factors into account.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalSecondary offering of shares (underwritten secondary offering) and secondary offering through an over-allotment
Number of shares to be issued or disposed ofUnderwritten offering: 3,852,600 shares; over-allotment offering: 577,800 shares (maximum)
Issue price and disposal priceNot applicable (the offering price has not been determined. The indicative price range will be calculated by multiplying the closing price on the date the offering price and other terms are determined by 0.90 to 1.00, and the final price will be determined after taking demand and other factors into account.)
Total issue valueNone
Amount of funds to be raisedNot applicable (this is not a fund-raising transaction by the Company)
Specific use of fundsNot applicable (this is not a fund-raising transaction by the Company)
Payment dateNone
Intended allotteeNo specific allottees, as this is a public offering. Underwriters: an underwriting syndicate led by Mizuho Securities Co., Ltd. as lead manager. Over-allotment seller: Mizuho Securities Co., Ltd.
Dilution RateNot applicable (this is a sale of existing shares and does not involve the issuance of new shares)
Total number of issued sharesNo increase
Basis for determining the amount to be paidThe indicative price range will be calculated by multiplying the closing price for regular trading of the Company's common shares on the Tokyo Stock Exchange on the date the offering price and other terms are determined, or, if there is no closing price on that date, the closing price on the most recent trading day, by 0.90 to 1.00. The final price will be determined after taking demand and other factors into account.
Exercise priceNone
Exercise periodNone
Number of Stock Acquisition RightsNone
Transfer restriction periodA lock-up period applies to Mizuho Bank, Ltd., the selling shareholder, and Shimada Ryosuke (島田良介), Kikuno Izumi (菊野泉) and others, from the date the offering price and other terms are determined through the 180th day from the settlement date.
Conditions for lifting transfer restrictionsAny sale or other disposal during the lock-up period requires Mizuho Securities Co., Ltd.'s prior written consent. Mizuho Securities Co., Ltd. may, at its discretion, release the parties from the agreement.
Reason for acquisition without considerationNone
Total Stock-Based CompensationNone
Underwriter / lead underwriterMizuho Securities Co., Ltd. (lead manager) and the underwriting syndicate
OverallotmentOver-allotment offering: 577,800 shares (maximum); maximum number of shares subject to a third-party allotment: Not disclosed (this document describes the offering of borrowed shares and the green shoe option)
Stock Split RatioNone
Items this document does not state (7)
Estimated issuance expensesIntended allottee's holding policyCategories and Number of Persons CoveredProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide multiple shareholders wishing to sell with a fair opportunity to do so and mitigate the impact on the share price of sales in the market. The offering is also intended to improve market liquidity, raise awareness among a broad range of investors, and broaden the shareholder base to support the Company's medium- to long-term strategy.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Secondary Offering of Shares | NIHON DENGI CO.,LTD. (1723) timely disclosure | Komori