Last checked at 23 Aug 2011 11:54
August 23, 2011
MARUWA CO., LTD.Sei Kanbe
President and Representative DirectorCode No. 5344, First Section of the Tokyo Stock Exchange and Nagoya Stock Exchange
Contact: Kunito Niwa
General Manager of Administrative Headquarter
Phone: 0561-51-0841
Announcement Concerning Determination of Issue Price,Disposal Price and Selling Price and Other Matters
MARUWA CO., LTD. (the "Company") determined the issue price, the disposal price, the selling price and other matters relating to the issuance of new shares, the disposal of treasury shares and the secondary offering of shares of the Company, which were resolved at a meeting of the board of directors held on August 15, 2011, as set forth below:
1. Issuance of New Shares by way of Offering (Public Offering)
(1) | Issue Price (Offer Price) | Y3,108 per share |
(2) | Total Amount of the Issue Price | Y3,418,800,000 |
(3) | Amount to be Paid | Y2,979.80 per share |
(4) | Total Amount to be Paid | Y3,277,780,000 |
(5) | Amount of Stated Capital and Additional Paid-in Capital to be Increased | The amount of capital to be increased Y1,638,890,000 The amount of additional paid-in capital to be increased Y1,638,890,000 |
(6) | Subscription Period | The subscription period shall be from Wednesday, August 24, 2011 to Thursday, August 25, 2011. |
(7) | Payment Date | Tuesday, August 30, 2011 |
(Note) The Underwriters shall purchase for sale the shares at the amount to be paid and offer them at the issue price (offer price). | ||
2. Disposal of Treasury Shares by way of Offering (Public Offering)
(1) | Disposal Price (Offer Price) | Y3,108 per share |
(2) | Total Amount of the Disposal Price | Y777,000,000 |
(3) | Amount to be Paid | Y2,979.80 per share |
(4) | Total Amount to be Paid | Y744,950,000 |
(5) | Subscription Period | The subscription period shall be from Wednesday, August 24, 2011 to Thursday, August 25, 2011. |
(6) | Payment Date | Tuesday, August 30, 2011 |
(Note) The Underwriters shall purchase for sale the shares at the amount to be paid and offer them at the disposal price (offer price). | ||
3. Secondary Offering of Shares (Secondary Offering by way of Over-Allotment)
(1) | Number of Shares to be Sold | 200,000 shares |
(2) | Selling Price | Y3,108 per share |
(3) | Total Amount of the Selling Price | Y621,600,000 |
(4) | Subscription Period | The subscription period shall be from Wednesday, August 24, 2011 to Thursday, August 25, 2011. |
(5) | Delivery Date | Wednesday, August 31, 2011 |
4. Issuance of New Shares by way of Third-Party Allotment
(1) | Amount to be Paid | Y2,979.80 per share |
(2) | Total Amount to be Paid | (Maximum) Y595,960,000 |
(3) | Amount of Stated Capital and Additional Paid-in Capital to be Increased | The amount of capital to be increased (Maximum) Y297,980,000 The amount of additional paid-in capital to be increased (Maximum) Y297,980,000 |
(4) | Subscription Period (Subscription Date) | Tuesday, September 13, 2011 |
(5) | Payment Date | Wednesday, September 14, 2011 |
[For Reference]
1. Calculation of Issue Price (Offer Price), Disposal Price (Offer Price) and Selling Price
(1) | Price Calculation Date and Price | Tuesday, August 23, 2011 | Y3,205 | |
(2) | Discount Rate | 3.03 % | ||
2. Syndicate Cover Transaction Period
From Friday, August 26, 2011 to Wednesday, September 7, 2011
3. Use of proceeds to be raised this time
Proceeds from the Public Offering and the Capital Increase by way of Third-Party Allotment of shares, which are estimated to be up to 4,568,690,000 yen in total, are expected to be used in full as funds for capital expenditures in connection with the ceramic components business of the Company and Maruwa (Malaysia) Sdn.Bhd, a subsidiary of the Company. Funds required for capital expenditures of Maruwa (Malaysia) Sdn.Bhd. are expected to be invested or loaned by the Company.
These capital expenditures are intended to enhance production capacity, with proceeds to be allocated to the following product lines during the period from September, 2011 to March, 2013:
(i) 2,823,000,000 yen for ceramic substrates for power modules used in inverters for hybrid cars, electric cars, wind-power generation, high-speed rail, etc. all of which constitute effective measures against global warming and for energy conservation;
(ii) 1,110,000,000 yen for EMC components used in high-function cell phones to assure accurate operation of contactless communication of cell phones typified by "Osaifu-Keitai"; and
(iii) the remainder for LED ceramic module substrates for power LEDs used in high-brightness lighting equipment, including fixtures for roads and apparatus for streets and public spaces.
As manufacturer of the products mentioned above, the Group will respond to increasingly sophisticated market needs by improving the quality of existing materials and developing new materials.
For the content of the capital expenditure plans of the Group, please refer to "Announcement Concerning Issuance of New Shares, Disposal of Treasury Shares and Secondary Offering of Shares" released on August 15, 2011.