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新闻发布 2017

[SG Holdings] Notice of Determination of Public Offering Price, Number of Shares Offered in Japan and Overseas, and Number of Shares Offered by Overallotment, etc. (12/4/2017)

The following decision has been made concerning the secondary offering price of the common shares of SG Holdings Co., Ltd. ("the Company"), the number of shares offered in the Japanese market and overseas markets, and the number of shares offered by overallotment, etc.

1. Offering of shares

(1) Offering price: 1,620 yen per share

(2) Number of shares to be distributed

Offering in Japan by way of underwriting by the underwriters : 47,950,300 shares
Offering overseas : 23,632,600 shares

(3) Reasons, etc. for determination of price

To determine the offering price, etc., the Company conducted book building centered on Japanese and foreign institutional investors based on the assumed conditions (1,540 to 1,620 yen per share).
The state of the book building was characterized as follows:

(i)The total number of shares in demand as reported sufficiently exceeded the number of shares to be offered in the stock market.
(ii)The total number of parties reported to intend to purchase shares was a large number.
(iii)A considerable number of the parties reported to intend to purchase shares were at the maximum price of the assumed conditions.

As a result of the above book building, it was determined that the price was expected to create demand equal to or exceeding the number of shares to be offered, and the price was determined to be 1,620 yen per share based on comprehensive consideration of factors such as the current stock market conditions, the recent evaluation of newly listed shares on the stock market, and the risk of price fluctuation in the period until the listing date.
The subscription price was determined to be 1,543.86 yen per share.
Furthermore, considering the state of the above book building, etc., the breakdown of the number of shares offered in Japan and overseas was determined to be 47,950,300 shares offered in Japan by way of underwriting by the underwriters, and 23,632,600 shares offered overseas.

(4) Number of shares offered by way of overallotment:7,192,500 shares

2. Disposal of treasury shares by third-party allotment

(1) Allotment price:1,543.86 yen per share

Reference

1. Overview of the secondary offering of shares

(1) Number of shares offered

The Company's common shares

Offering by way of underwriting by underwriters 71,582,900 shares
(Offering by way of underwriting by underwriters
in Japan and 47,950,300 shares
in overseas 23,632,600 shares)
Offering by way of overallotment 7,192,500 shares

(2) Application period(Japan)

From Tuesday, December 5, 2017

Until Friday, December 8, 2017

(3) Share delivery date

Wednesday, December 13, 2017

2. Lock-up

In relation to the offering by way of underwriting by the underwriters and offering by way of overallotment (hereinafter collectively referred to as "global offering"), the sellers SG Holdings Group Employee Shareholding Association (hereinafter referred to as "Group Employee Shareholding Association" and Nobuaki Kondo, share lender Shinsei Kosan Co., Ltd., and the Company's shareholders Sagawa Art Museum Foundation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sumitomo Mitsui Banking Corporation, Mitsui Sumitomo Insurance Co., Ltd., Sumitomo Life Insurance Company, Sagawa Printing Co., Ltd., Sompo Japan Nipponkoa Insurance Inc., Isuzu Motors Ltd., Tanaka Sangyo Co., Ltd., SGH Foundation, Future Corporation, XYMAX Corporation, The Hokuriku Bank,. Ltd., Development Bank of Japan Inc., The Hiroshima Bank, Ltd., Sanshin Co., Ltd., The Bank of Kyoto, Ltd., The Nishi-Nippon City Bank, Ltd., Mitsubishi UFJ Trust and Banking Corporation, Meiji Yasuda Life Insurance Company, Nippon Life Insurance Company, The Dai-ichi Life Insurance Company, Limited, Eiichi Kuriwada, Hideo Araki, Masaki Ohara, Kiichi Suzuki, Muneaki Kinoshita, Kazuhiro Nakagawa, Tadashi Machida, Shinji Sekine, Shunichi Nakajima, Yasuji Ioka, Kazuaki Shibata, Shinji Nomura, Shigeru Nakahara, Tomoki Sano, Hiroyuki Uchida, Akira Takemura, Noriyuki Bessho, Naosuke Kawasaki, Makoto Shodai, Kimiaki Sasamori, Yoshihiro Daiku, Shinichi Watanabe, Kotoyasu Morishita, Kazuo Sato, Takayuki Yoshida, Ryoji Michigami, Hidenori Ishikawa, Yasuo Kobayashi, Takashi Mashiko, Akira Matsumoto, Akira Koyama, Koichi Inoue, Katsuhiro Kawanago, Tomofumi Suzuki, Masahiro Asada, Shigeru Nakashima and Kinya Hiyama agree with the joint global coordinator that they will not perform the sale, etc. of the Company's common shares (including complying with the withdrawal of the Company's common shares by members of the Group Employee Shareholding Association; excluding, however, lending of the Company's common shares for the secondary offering in Japan by way of underwriting by the underwriters and secondary offering overseas, and secondary offering by way of overallotment) during the period (hereinafter referred to as "lock-up period") until June 10, 2018 (inclusive), 180 days after the listing date (inclusive) without prior written consent from the joint global coordinator.
Furthermore, in relation to the global offering, the Company agrees with the joint global coordinator that it will not issue the Company's common shares, issue securities that can be converted into or exchanged for the Company's common shares, issue securities that award the right to receive the Company's common shares, etc. (excluding, however, the disposal by third party allotment of 7,192,500 of the Company's common shares in Japan with Daiwa Securities Co. Ltd. as the allottee in relation to the secondary offering by way of overallotment, and the issue of new shares, etc. by share split, etc.) during the lock-up period without prior written consent from the joint global coordinator.
The above will become possible after the lock-up period ends, but the market price of the Company's shares may be affected if the above transactions take place.
In any of the above cases, the joint global coordinator has the authority to cancel the content of the above agreements in whole or in part during the lock-up period, or shorten the lock-up period at its own discretion.

Disclaimer concerning this news release:

This document is a news release for making an announcement to the general public, and has not been prepared for the solicitation of investment or any similar act in Japan or abroad. When making decisions to invest in the offering of the Company's common shares resolved by the Company's Board of Directors meetings on November 6, 2017 and November 24, 2017, investors are asked to make their own decision after viewing the "Notifiable Prospectus for Offering of Shares (and Revisions)" prepared by the Company. The "Notifiable Prospectus for Offering of Shares (and Revisions)" can be obtained from the underwriters.

This news release does not constitute the offering or sale of securities in the United States. The Company's common shares have neither been registered nor will they be registered in accordance with the Securities Act of 1933, and securities may not be offered for subscription or sold in the United States unless they registered or exempted from registration pursuant to the Securities Act of 1933. If securities are offered for subscription in the United States, an English prospectus prepared pursuant to the Securities Act of 1933 is used. In this case, the English prospectus can be obtained from the Company or the seller. The document will include detailed information on the Company and its management, and the Company's financial statements. With regard to this matter, the Company has no plans to register securities in the United States.

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