June 27, 2024

Company name: Aozora Bank, Ltd.

Name of representative: Hideto Oomi, President and CEO

Listed exchange: TSE Prime Market, Code 8304

Contact: Masaharu Matsuura, General Manager

Corporate Communication Division (03 6752 1111)

Notice Regarding Determination of Payment Date for

Issuance of New Shares Through Third Party Allotment

TOKYO June 27, 2024 - As announced in "Notice Regarding the Capital and Business Alliance of Daiwa Securities Group Inc. and Aozora Bank, Ltd." and "Notice Regarding Issuance of New Shares Through Third Party Allotment Under the Capital and Business Alliance with Daiwa Securities Group Inc., and Changes in the Major Shareholders, Largest Shareholder, Which Is a Major Shareholder, and Other Associated Companies" dated May 13, 2024, Aozora Bank, Ltd. ("Aozora" or the "Bank") has entered into a Capital and Business Alliance Agreement (the "Capital and Business Alliance Agreement") with Daiwa Securities Group Inc. ("Daiwa Securities Group") and has planned to allocate its common shares to Daiwa Securities Group by means of issuance of new shares through third party allotment (the "Capital Increase Through Third Party Allotment"). Aozora is pleased to announce that since it has been guaranteed that all of the conditions precedent set forth in the Capital and Business Alliance Agreement will be satisfied, on June 27, 2024, Aozora and Daiwa Securities Group agreed that the payment date for the Capital Increase Through Third Party Allotment will be July 1, 2024.

As announced in "Notice Regarding the Capital and Business Alliance of Daiwa Securities Group Inc. and Aozora Bank, Ltd." and "Notice Regarding Issuance of New Shares Through Third Party Allotment Under the Capital and Business Alliance with Daiwa Securities Group Inc., and Changes in the Major Shareholders, Largest Shareholder, Which Is a Major Shareholder, and Other Associated Companies" dated May 13, 2024, the Capital Increase Through Third Party Allotment was subject to satisfaction of all the conditions precedent set forth in the Capital and Business Alliance Agreement, such as the effectuation of a Securities Registration Statement in accordance with the Financial Instruments and Exchange Act for the issuance of the Bank's common shares and the permissions and approvals, etc. from the relevant authorities necessary for the Capital Increase Through Third Party Allotment (including the approval of Daiwa Securities Group as the bank's major shareholder pursuant to Article 52-9, Paragraph 1 of the Banking Act) in accordance with the laws and regulations (the "Conditions Precedent"). With respect to the payment date for the Capital Increase Through Third Party Allotment, since it was not possible to determine the timing of the permissions and approvals, etc. from the relevant authorities, a payment period from May 29, 2024 to July 31, 2024 was set and provided as the payment date.

Since it has been guaranteed that all of the conditions precedent set forth in the Capital and Business Alliance Agreement will be satisfied, on June 27, 2024, Aozora and Daiwa Securities Group set the payment date for July 1, 2024 in the payment period above.

1

(Reference) Overview of the Capital Increase Through Third Party Allotment (resolved on May 13, 2024)

(1)

Payment date

From May 29, 2024 to July 31, 2024 (Note)

(2)

Number of shares to be newly

21,500,000 common shares

issued

(3)

Issue price

JPY 2,415.5 per share

(4)

Amount of fund to be raised

JPY 51,933,250,000

(5)

Method of offering or allotment

Through third party allotment to Daiwa Securities Group

(Allottee)

(6)

Others

The Capital Increase Through Third Party Allotment is

subject to satisfaction of the Conditions Precedent.

(Note)

As mentioned above, the payment date has been confirmed for July 1, 2024.

2

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Aozora Bank Ltd. published this content on 27 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2024 07:56:05 UTC.