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Share Issuance and Disposal4005SUMITOMO CHEMICAL COMPANY,LIMITEDMaterials and Chemicals

Notice Regarding the Issuance of New Shares by a Subsidiary

Sumitomo Pharma resolved to issue 51,304,400 new shares through a public offering in Japan and overseas, and to conduct a third-party allotment of up to 7,695,600 new shares. The funds raised through the public offering and other offerings are予定 to be used for research and development, capital expenditures, strategic investments and repayment of interest-bearing debt.

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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
59000000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Public offering of new shares (general offering), issuance of new shares through a third-party allotment, and offering of shares (offering through an over-allotment)

Who receives how much

Public offering Domestic general offering 24,754,400 shares / International offering 26,550,000 shares / Total 51,304,400 shares / Third-party allotment 7,695,600 shares (maximum; assuming applications are received for all shares) / Secondary offering 7,695,600 shares (maximum)

SMBC Nikko Securities Inc.7,695,600 shares (maximum)

The lower thin line represents the existing number of shares to which these shares will be added.

To be determined on the date on which the issue price and other terms are determined
Amount of funds to be raised

Total maximum estimated net proceeds: ¥116,490,277,000. The total amount to be paid in is undetermined

Specific use of funds
R&D funding for the oncology field, centered on clinical trials for enzomenib and nuvisertibAmount ¥30,000 million / Scheduled timing of expenditures By the end of March 2029
Research and development in neurodegenerative diseases and infectious diseasesAmount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029
Investments and loans to RACTHERA and S-RACMOAmount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029
Funds for capital investment to strengthen production and quality systems, investment in IT systems, and strategic investments related to partnership and licensing agreementsAmount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029
Repayment of interest-bearing debtAmount Remaining amount / Scheduled timing of expenditures By the end of March 2029
Existing Shares and Increase
+12.89%Rate of increase
397,900,154 shares456,900,154Shares

Approximately 12.89% for the public offering alone, and approximately 14.83% when the maximum number of shares under the public offering and third-party allotment are combined (relative to the current total of 397,900,154 issued 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.

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
For Sumitomo Chemical, the period beginning on the date on which the issue price and other terms are determined and ending on the 180th day counted from the settlement date of the global offering
Conditions for lifting transfer restrictions
May be released or shortened with the prior written consent of the joint global coordinators
Offering structure
Underwriter / lead underwriter
SMBC Nikko Securities Inc.Daiwa Securities Co., Ltd.Nomura Securities Co., Ltd.Mizuho Securities Co., Ltd.Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.Morgan Stanley MUFG Securities Co., Ltd.SMBC Bank International plcDaiwa Capital Markets Europe LimitedNomura International plcMizuho International plc
Overallotment
Number of shares offered 7,695,600 shares (maximum) / Maximum number of shares in a third-party allotment 7,695,600 shares
Intended allottee's holding policy
Payment is予定 to be made using the proceeds from the secondary offering through an over-allotment, for the purpose of returning borrowed shares. The allottee's holding policy itself is Not disclosed
Payment date
Public offering Any day between 24 April 2026 and 30 April 2026; provided that it is the fourth business day after the date on which the issue price and other terms are determined / Third-party allotment Any day between 26 May 2026 and 29 May 2026; provided that it is the second business day after the application date
Basis for determining the amount to be paid
The indicative price range will be set at a price calculated by multiplying the closing price on the Tokyo Stock Exchange on the date on which the issue price and other terms are determined by 0.90 to 1.00, with the final issue price and other terms to be determined on that date after taking demand conditions and other factors into consideration
Most recent equity financing
No applicable matters
Impact on Business Performance
The impact of this financing on consolidated results for the fiscal year ending March 2027 is immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalPublic offering of new shares (general offering), issuance of new shares through a third-party allotment, and offering of shares (offering through an over-allotment)
Number of shares to be issued or disposed ofPublic offering Domestic general offering 24,754,400 shares / International offering 26,550,000 shares / Total 51,304,400 shares / Third-party allotment 7,695,600 shares (maximum; assuming applications are received for all shares) / Secondary offering 7,695,600 shares (maximum)
Issue price and disposal priceTo be determined on the date on which the issue price and other terms are determined
Amount of funds to be raisedTotal maximum estimated net proceeds: ¥116,490,277,000. The total amount to be paid in is undetermined
Specific use of fundsDetails R&D funding for the oncology field, centered on clinical trials for enzomenib and nuvisertib / Amount ¥30,000 million / Scheduled timing of expenditures By the end of March 2029, Details Research and development in neurodegenerative diseases and infectious diseases / Amount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029, Details Investments and loans to RACTHERA and S-RACMO / Amount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029, Details Funds for capital investment to strengthen production and quality systems, investment in IT systems, and strategic investments related to partnership and licensing agreements / Amount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029, Details Repayment of interest-bearing debt / Amount Remaining amount / Scheduled timing of expenditures By the end of March 2029
Payment datePublic offering Any day between 24 April 2026 and 30 April 2026; provided that it is the fourth business day after the date on which the issue price and other terms are determined / Third-party allotment Any day between 26 May 2026 and 29 May 2026; provided that it is the second business day after the application date
Intended allotteeName SMBC Nikko Securities Inc. / Number of Shares 7,695,600 shares (maximum)
Intended allottee's holding policyPayment is予定 to be made using the proceeds from the secondary offering through an over-allotment, for the purpose of returning borrowed shares. The allottee's holding policy itself is Not disclosed
Dilution RateApproximately 12.89% for the public offering alone, and approximately 14.83% when the maximum number of shares under the public offering and third-party allotment are combined (relative to the current total of 397,900,154 issued shares)
Total number of issued shares397,900,154 shares → 449,204,554 shares (after the public offering) / 456,900,154 shares (after issuance of all shares under the third-party allotment)(Approximately 12.89% (after the public offering) / approximately 14.83% (after issuance of all shares under the third-party allotment))
Basis for determining the amount to be paidThe indicative price range will be set at a price calculated by multiplying the closing price on the Tokyo Stock Exchange on the date on which the issue price and other terms are determined by 0.90 to 1.00, with the final issue price and other terms to be determined on that date after taking demand conditions and other factors into consideration
Transfer restriction periodFor Sumitomo Chemical, the period beginning on the date on which the issue price and other terms are determined and ending on the 180th day counted from the settlement date of the global offering
Conditions for lifting transfer restrictionsMay be released or shortened with the prior written consent of the joint global coordinators
Underwriter / lead underwriterSMBC Nikko Securities Inc., Daiwa Securities Co., Ltd., Nomura Securities Co., Ltd., Mizuho Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley MUFG Securities Co., Ltd., SMBC Bank International plc, Daiwa Capital Markets Europe Limited, Nomura International plc, Mizuho International plc
OverallotmentNumber of shares offered 7,695,600 shares (maximum) / Maximum number of shares in a third-party allotment 7,695,600 shares
Most recent equity financingNo applicable matters
Impact on Business PerformanceThe impact of this financing on consolidated results for the fiscal year ending March 2027 is immaterial.
Items this document does not state (11)
Total issue valueEstimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock Split RatioProcedures under the Corporate Code of ConductMajor shareholders after the offering

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 accelerate the launch and maximize the value of 2 oncology products under “Boost 2028,” strengthen the research and development platform and pipeline, invest in and provide financing for the regenerative medicine and cell therapy businesses, make capital investments in production and quality systems and IT, make strategic investments related to partnerships and licensing, and repay interest-bearing debt.

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Notice Regarding the Issuance of New Shares by a Subsidiary | SUMITOMO CHEMICAL COMPANY,LIMITED (4005) timely disclosure | Komori