REG - SMBC Nikko Cap Mkts - Pre-Stabilisation Notice

Panasonic HoldingsAnnouncement

03/10/2022 18:15

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RNS Number : 6225B  SMBC Nikko Capital Markets Limited  03 October 2022

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.

Socionext Inc.

Pre-Stabilisation Notice

3 October 2022

SMBC Nikko Capital Markets Limited (contact: Jay Saito +44 20 4507 2433)
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:                                              Socionext Inc.
 Securities:                                          Shares of common stock of the Issuer ("Shares") (ISIN: JP3433500000)
 Offering size:                                       18,297,300 Shares (excluding the over-allotment options)
 Offer Price:                                         JPY 3,650 per Share
 Stabilisation:
 Stabilisation Manager:                               SMBC Nikko Capital Markets Limited, 100 Liverpool Street, London EC2M 2AT
 Stabilisation Period expected to start on:           12 October 2022
 Stabilisation Period expected to end no later than:  04 November 2022
 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 and on their behalf,
                                                                                             may over-allot up to an additional 960,600 Shares in the international
                                                                                             offering. In connection with the offering of such over-allotted shares, SMBC
                                                                                             Nikko Securities Inc., acting for SMBC Nikko Capital Markets Limited, has
                                                                                             entered into share borrowing agreements with each of Development Bank of Japan
                                                                                             Inc., Fujitsu Limited, and Panasonic Holdings Corporation, pursuant to which
                                                                                             up to an aggregate of 960,600 Shares may be borrowed solely to cover the
                                                                                             over-allotment, if any, in the international offering. Each of Development
                                                                                             Bank of Japan Inc., Fujitsu Limited, and Panasonic Holdings Corporation have
                                                                                             granted SMBC Nikko Securities Inc., acting for SMBC Nikko Capital Markets
                                                                                             Limited, an option, exercisable at any time up to November 4, 2022, to
                                                                                             purchase up to an aggregate of 960,600 additional Shares in connection with
                                                                                             the overallotment, if any, in the international offering. During the period
                                                                                             beginning on October 12, 2022 and ending on November 4, 2022, SMBC Nikko
                                                                                             Capital Markets Limited may, through SMBC Nikko Securities Inc., purchase
                                                                                             Shares in the open market in lieu of exercising all or part of the option
                                                                                             mentioned above. All such transactions shall be conducted by SMBC Nikko
                                                                                             Capital Markets Limited in accordance with applicable law upon consultation
                                                                                             with Nomura International plc.

                                                                                             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 to be higher than the price that otherwise
                                                                                             would exist in the open market absent such transactions. Neither we 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
                                                                                             Shares. In addition, neither we 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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