Announcement on Finalized Number of Shares of Subsidiary (SoftBank Corp., Securities Code: 9434) Disposed
SoftBank Group Corp. (“SBG”) announced today that the number of shares of SoftBank Corp. (“SB”) common stock acquired through the exercise of a green shoe option related to the offer by way of over-allotment has been finalized, and thereby the number of shares disposed by SBG has been finalized as follows, in connection with the secondary offering of a portion of SBG’s holding of common stock of subsidiary SB (the “Secondary Offering”), held through its wholly owned subsidiary SoftBank Group Japan Corporation (“SBGJ”).
The Secondary Offering was previously announced in “Secondary Offering of Shares of Subsidiary (SoftBank Corp., Securities Code: 9434)” dated August 28, 2020, “Details of Offer Price and Other Terms for Shares of Subsidiary (SoftBank Corp., Securities Code: 9434)” dated September 14, 2020, and “Announcement on Finalized Number of Shares of Subsidiary (SoftBank Corp., Securities Code: 9434) to be Offered” dated September 17, 2020.
1. Number of SB shares disposed and number of shares owned by SBGJ before and after the Secondary Offering
| Number of shares held before the Secondary Offering | 2,942,919,470 shares (Shareholding ratio: 62.1%) |
| Number of shares disposed*1 | 1,028,061,400 shares (Shareholding ratio: 21.7%) |
| Number of shares held after the Secondary Offering | 1,914,858,070 shares (Shareholding ratio: 40.4%) |
A green shoe option related to the offer by way of over-allotment was fully exercised, whereby 100,571,200 shares were acquired by the designated underwriter in the Japanese offering.
Shareholding ratios indicate the ratios of the number of shares to the total number of shares outstanding (excluding treasury stock) of 4,741,145,170 as of March 31, 2020, as reported by SB in its Annual Securities Report for the year ended March 31, 2020.
2. Impact on SBG’s consolidated financial results
SBG expects to receive the proceeds from the Secondary Offering of JPY 1,216,667 million in the six-month period ending September 30, 2020.
Since SB will continue to be a subsidiary of SBG following the Secondary Offering, an amount equivalent to the after-tax gain on the offering will be recorded as capital surplus in the consolidated statement of financial position. In addition, due to the use of loss carryforwards, to which deferred tax assets has not been recognized, against the gain on the offering of SB shares generated at SBGJ, a reduction in income taxes will be recorded as a positive effect on net income. The amount of such effect will be disclosed when necessary.
Note:
This document is a press release to announce the offering of common stock of SB, and it has not been prepared for the purpose of soliciting investments or other conduct of similar nature whether in Japan, the United States, or elsewhere. With respect to investments in Japan, investors are advised to do so based on their sole judgement after reviewing “the Prospectus on the Offering of Shares” (and revisions thereto, if prepared) prepared by SB.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.
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