Asahi Group: Announcement of Secondary Offering of Shares in Overseas Markets

TOKYO , November 17, 2023 (press release) –

Asahi Group Holdings, Ltd. has announced a secondary offering of shares in overseas markets as part of its efforts to enhance corporate governance and strengthen its management. The offering will allow shareholders to streamline the sale of shares and mitigate potential impact on the market price. The company aims to expand its shareholder base and increase liquidity of its shares, contributing to the revitalization of the capital markets.

Key Highlights:

* The company aims to enhance corporate governance and strengthen its management in response to global expansion

* Eight financial institutions that are business partners and shareholders of the company intend to sell shares of common stock

* The offering will provide opportunities for shareholders to streamline the sale of shares and mitigate potential impact on the market price

Original Press Release:

Tokyo, Japan , Nov. 16 -- ASAHI GROUP HOLDINGS, LTD. issued the following news release:

Asahi Group Holdings, Ltd. (the “Company”) hereby announces that, by a resolution of the board of directors of the Company dated on November 16, 2023 , it has decided as follows regarding a secondary offering of shares of common stock of the Company in overseas markets (the “Offering”).

The Company has identified the enhancement of corporate governance as one of its top-priority management tasks, and it has, among other initiatives, endeavored to strengthen the group’s management in response to its global expansion, to promote sustainability-oriented management, and to improve engagement with stakeholders. As one part of such initiatives, the Company has reviewed its approach to a suitable shareholder structure and held ongoing discussions with shareholders of the Company.

Since the Company confirmed that eight financial institutions that are business partners and shareholders of the Company intend to sell shares of common stock of the Company held by them, the Company has approved to implement the Offering for the purposes of (a) providing nine shareholders of the Company, which include the eight financial institutions and another financial institution that is a sub-trustee of the employee retirement benefits trust of one of the eight financial institutions with opportunities to streamline the sale of shares of common stock of the Company and (b) mitigating potential impact on the market price of such shares from the market-based sale of such shares.

Through the Offering, the Company will seek to expand its foundation of shareholders who support the mid- to long-term strategies of the Company, and it anticipates that the Offering will contribute to an increase in liquidity of the shares of common stock of the Company and the revitalization of the capital markets.

The Company will continue to further strengthen its corporate governance and will aim to further enhance its corporate value.

Disclaimer: Table can be viewed at: https://www.asahigroup-holdings.com/en/pressroom/2023/1116.html

Reference : Lock-Up

With regard to the Offering, The Chiba Bank, Ltd. has agreed with the managers to the effect that, during the period beginning on the Pricing Date and ending on the date that is 90 days from and including the settlement date of the Offering (the “Lock-Up Period”), it will not conduct any sale, etc. of the shares of common stock of the Company without the prior written consent of the designated managers (excluding certain cases including the Offering).

Furthermore, the Company has agreed with the managers to the effect that, during the Lock-Up Period, the Company will not issue shares of common stock of the Company, issue securities that can be converted into or exchanged for shares of common stock of the Company, issue securities that represent the right to acquire or receive shares of common stock of the Company, or conduct similar transactions without the prior written consent of the designated managers (excluding issuance of new shares associated with stock splits and certain cases).

In either of the above cases, the designated managers have the authority to wholly or partially waive the above agreements at their own discretion, even during the Lock-Up Period.

[Category: Financial/ Capital Market, Investment Banking & Brokerage, Funding Activities]

Source: ASAHI GROUP HOLDINGS, LTD.

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