3966 Ｍ－ユーザベース 2020-07-09 16:05:00
Announcement of Issuance of New Shares [pdf]
July 9, 2020
Company Name: Uzabase, Inc.
Names of Representatives:
Yusuke Umeda,
Representative Director
and Chief Executive Officer
Yusuke Inagaki,
Representative Director
and Chief Operating Officer
Code: TSE Mothers 3966
Contact: Daisuke Chiba,
Chief Financial Officer
(Telephone [IR Direct]: +81-3-4533-1999)
Announcement of Issuance of New Shares
Uzabase, Inc. (the “Company”) hereby announces that Yusuke Umeda, Representative Director and Chief
Executive Officer of the Company decided, pursuant to a delegation of authority by the Board of Directors
resolved on July 9, 2020, to issue new shares in an international offering as set forth below (the “Share
Offering”).
1. The Share Offering
(1) Class and Number of 2,691,000 new shares of common stock of the Company.
Shares to be Offered
(2) Method of Pricing The amount to be paid will be determined on a date falling in the period
from July 9, 2020 to July 10, 2020 (the "Pricing Date") by a process
equivalent to the bookbuilding process set out under Article 25 of the
Regulations Concerning Underwriting, etc. of Securities provided by the
Japan Securities Dealers Association ("JSDA").
(3) Increases in the Amounts The amount of capital stock to be increased will be 1/2 of the maximum
of Capital Stock and amount of capital stock increase, as calculated in accordance with the
Capital Reserve provisions of Article 14, Paragraph 1 of the Rules of Account Settlement
of Corporations, with any fraction of less than one yen resulting from the
calculation being rounded up to the nearest yen. The amount of the capital
reserve increase shall be the amount obtained by subtracting the amount
of capital stock increase from the maximum amount of capital stock
increase.
(4) Method of Offering The Share Offering will be made in the overseas market (excluding the
United States) mainly in Europe and Asia. The aggregate number of new
shares indicated in (1) above will be purchased by the underwriter of the
transaction (the "Underwriter").
The issue price (offer price) with regard to the Share Offering will be
determined based on the provisional range calculated by multiplying the
Note: This press release has been prepared for the sole purpose of publicly announcing the issuance of the new shares, and
not for the purpose of soliciting investment. No offer or sale of the new shares will be made in Japan. In addition, this press
release is not an offer of common stock for sale in the United States and nothing in this communication shall constitute an
offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful.
The securities may not be offered or sold in the United States absent registration or an exemption from registration under the
United States Securities Act of 1933, as amended (the “Securities Act”). The securities referred to herein have not been, and
will not be registered under the Securities Act. If any public offering of securities is to be made in the United States, it will
be by means of a prospectus prepared pursuant to the provisions of the Securities Act. The Company does not intend to
conduct a public offering of the new shares in the United States.
closing price of regular trading of the common stock of the Company on
the Tokyo Stock Exchange on the Pricing Date (or, if no closing price is
quoted on that date, the closing price of the immediately preceding date)
by 0.90 ~ 1.00 (with any fraction less than one yen being rounded down),
by a process equivalent to the bookbuilding process set out under Article
25 of the Regulations Concerning Underwriting, etc. of Securities
provided by JSDA, taking into account market demand and other
conditions.
(5) Consideration to be paid The Company will not pay any underwriting fees to the Underwriter.
to the Underwriter Instead, the aggregate amount of the difference between (a) the issue price
(offer price) in the Share Offering and (b) the amount to be paid to the
Company by the Underwriter will be retained by the Underwriter.
(6) Payment Date July 27, 2020
(7) Delivery Date July 28, 2020
(8) Subscription Unit 100 shares
(9) The amount to be paid, the amount of increase in capital stock and capital reserve, the issue price
(offer price) and any other matters necessary for the issuance of new shares by way of Share Offering
shall be determined at the discretion of Yusuke Umeda, Representative Director and Chief Executive
Officer.
2. Use of Proceeds
The net proceeds of approximately ¥ 5,100 million from the Share Offering are expected to be applied as
follows:
approximately ¥2,350 million towards the development and operation of the expert network service
for SPEEDA, including spending on sales and marketing for overseas expansion and enhanced
customer success;
approximately ¥650 million towards product development and marketing for NewsPicks; and
the remainder towards repayment of outstanding loans raised for financing M&As, with a view to
strengthening the Company’s financial standing and stabilizing its financial base.
The estimated net proceeds amount above was calculated based on the closing price of the Company’s
shares on July 8, 2020 as reported by the Tokyo Stock Exchange, Inc.
(For Reference)
Change in Number of Outstanding Shares as a Result of Share Offering
Total Number of Outstanding Shares (as of May 31, 2020): 33,709,014 shares
Increase in Number of Shares as a Result of the Share Offering: 2,691,000 shares
Total Number of Outstanding Shares after the Share Offering: 36,400,014 shares
Note: These figures do not reflect the increase in the number of issued shares as a result of exercise of stock
acquisition rights on or after June 1, 2020.
Note: This press release has been prepared for the sole purpose of publicly announcing the issuance of the new shares, and
not for the purpose of soliciting investment. No offer or sale of the new shares will be made in Japan. In addition, this press
release is not an offer of common stock for sale in the United States and nothing in this communication shall constitute an
offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful.
The securities may not be offered or sold in the United States absent registration or an exemption from registration under the
United States Securities Act of 1933, as amended (the “Securities Act”). The securities referred to herein have not been, and
will not be registered under the Securities Act. If any public offering of securities is to be made in the United States, it will
be by means of a prospectus prepared pursuant to the provisions of the Securities Act. The Company does not intend to
conduct a public offering of the new shares in the United States.