Details of the Term of Disposal Following the Listing of the Shares of SoftBank Corp. on the Tokyo Stock Exchange
December 10, 2018
SoftBank Group Corp.
SoftBank Group Corp. (“SBG”) announces today that, in connection with the disposal of a portion of the shares (“SB shares”) of SoftBank Corp. (“SB”) held by SoftBank Group Japan Corporation (“SBGJ”), a wholly owned subsidiary of SBG, the number of shares to be disposed in the global offerings and the offering by way of overallotment, among other items, have been decided.
1. Summary of the disposal
|Number of shares to be disposed||
SoftBank Corp. common stock
|Offering price||JPY 1,500 per share|
- *In connection with the domestic offering, an offering of SB shares in Japan by way of overallotment will be made by the designated Japanese underwriter, who will borrow 160,369,400 SB shares from SBGJ. In connection with the offer by way of overallotment, SBGJ has granted such designated Japanese underwriter a green shoe option (the “green shoe option”), exercisable by January 11, 2019, to purchase up to an additional 160,369,400 shares of its common stock of SB.
2. The number of SB shares to be disposed by SBGJ, the total value of shares to be disposed, and the change in ownership ratio
|Total number of shares and ownership ratio before listing (disposal)||4,786,613,170 shares
(Ownership ratio: 99.99%)
|Number of shares to be disposed||1,764,063,100 shares|
|Total value of shares to be disposed||JPY 2,646,095 million
(JPY 1,500 per share)
|Total number of shares and ownership ratio
after listing (disposal)
(Ownership ratio: 63.14%)
- *Ownership ratio is the ratio of the number of shares held to the total number of shares outstanding (excluding treasury stock).
- *The number of shares to be disposed and the total value of shares to be disposed presented above take into account any additional shares offered by way of overallotment. The total number of shares and ownership ratio after listing (disposal) presented above are based on the assumption that the green shoe option is exercised in full.
3. Impact on SBG's financial results
In SBG's consolidated financial statements for the nine-month period ending December 31, 2018, SBG expects to record the proceeds from the disposal of JPY 2,349,832 million, which is the sum of (ⅰ) an amount calculated by multiplying 1,427,287,400 shares, the total number of shares to be sold in the domestic offering as specified in “1. Summary of the disposal”, by the net proceeds of JPY 1,463.75 per share in such domestic offering and (ⅱ) an amount calculated by multiplying 176,406,300 shares, the total number of shares to be sold in the international offering as specified in “1. Summary of the disposal”, by the net proceeds of JPY 1,477.50 per share in such international offering. The proceeds exclude the amount of the proceeds to be received if the green shoe option is exercised (JPY 234,741 million if fully exercised). SBG will use the proceeds to strengthen its financial position and to make further strategic investments.
Since SB will continue to be a subsidiary of SBG, the amount equivalent to the gain on the disposal (after considering taxes) will be recorded as capital surplus in the consolidated statement of financial position.
This press release does not constitute an offer of securities in the United States. The SoftBank Corp. shares referred to above have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration thereunder or an applicable exemption from registration requirements.
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