REG - SMBC Nikko Cap Mkts - Stabilisation Notice

Mitsui & CoAnnouncement

06/10/2021 18:30

RNS Number : 2684O
  
SMBC Nikko Capital Markets Limited
  
06 October 2021
  
 

Not for release, distribution, in whole or in part, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful
PHC Holdings Corporation
Pre-Stabilisation Notice
6 October 2021
SMBC Nikko Capital Markets Limited (contact: Jay Saito +44 20 3527 7072) hereby gives notice that the Stabilising Manager(s) named below may stabilise the offer of the following securities in accordance with Commission Delegated Regulation (EU) 2016/1052 under the Market Abuse Regulation (EU/596/2014) as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA").



The securities:




Issuer:


PHC Holdings Corporation




Securities:


Shares of common stock of the Issuer ("Shares") (ISIN: JP3801300009)




Offering size:


22,088,000 Shares (excluding the over-allotment options)




Offer Price:


JPY 3,250 per Share




Stabilisation:




Stabilisation Manager:  


SMBC Nikko Capital Markets Limited, One New Change, London EC4M 9AF




Stabilisation Period expected to start on:


14 October 2021




Stabilisation Period expected to end no later than


11 November 2021




Stabilisation trading venue:


Tokyo Stock Exchange




Over-allotment Options:




Terms: 


In order to facilitate the international offering, SMBC Nikko Capital Markets Limited as representative of the international managers, may over-allot up to an additional 1,822,300 Shares in the international offering. In connection with the offering of such over-allotted shares, SMBC Nikko Capital Markets Limited, as representative of the international managers and through SMBC Nikko Securities Inc., has entered into a share borrowing agreement with each of KKR PHC Investment L.P. and Mitsui & Co., Ltd., pursuant to which each of KKR PHC Investment L.P. and Mitsui & Co., Ltd. agrees to lend to SMBC Nikko Capital Markets Limited, through SMBC Nikko Securities Inc., an aggregate of 1,822,300 Shares solely to cover the over-allotment, if any, in the international offering. Each of KKR PHC Investment L.P. and Mitsui & Co., Ltd. has granted SMBC Nikko Capital Markets Limited, through SMBC Nikko Securities Inc., an option, exercisable until November 11, 2021, to purchase up to an additional 1,822,300 Shares in connection with over-allotments, if any, in the international offering. During the period beginning on October 14, 2021 and ending on November 11, 2021, SMBC Nikko Capital Markets Limited may, through SMBC Nikko Securities Inc., purchase shares of our common stock in the open market in lieu of exercising all or part of the option mentioned above. All such transactions will be conducted by SMBC Nikko Capital Markets Limited, in consultation with Goldman Sachs International, Merrill Lynch International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, KKR Capital Markets LLC and Mizuho International plc in compliance with all applicable laws and regulations.
 
Any purchase by SMBC Nikko Capital Markets Limited, through SMBC Nikko Securities Inc., or SMBC Nikko Securities Inc. of Shares in the open market in lieu of exercising all or part of the over-allotment options described above may cause the price of the shares of our common stock to be higher than the price that otherwise would exist in the open market absent such transactions. Neither the Issuer nor any of the joint global coordinators, international managers or Japanese underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Issuer's common stock. In addition, neither the Issuer nor any of the joint global coordinators, international managers or Japanese underwriters make any representation that SMBC Nikko Capital Markets Limited, through SMBC Nikko Securities Inc., or SMBC Nikko Securities Inc. will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.




Duration:


The over-allotment option may be executed at any time during the Stabilisation Period.








Disclaimer
In connection with the offer of the above securities, the Stabilisation Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time. Any stabilisation or over-allotment shall be conducted in accordance with all applicable laws and rules.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with Regulation (EU) 2017/1129 (the "Prospectus  Regulation") (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Regulation), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.
If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, the UK before the publication of a prospectus in relation to the securities which has been approved by the competent authority in the UK in accordance with the Prospectus Regulation, as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus  Regulation"), this announcement and the offer are only addressed to and directed at persons in the UK who are qualified investors within the meaning of the UK Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK.
This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.
 

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