Newsroom

Notification regarding Change to the Number of Shares to be Offered

Aug 26, 2016

Recruit Holdings Co., Ltd. (the "Company") hereby announces that, concerning the secondary offering of shares of common stock of the Company announced on August 24, 2016 (offering by way of purchase and subscription by the underwriters and offering by way of over-allotment), the number of shares to be offered has been changed as follows.

1．Reason of the change

As stated in "Notification of Results and Completion of Share Repurchase Via the Off-auction Own Share Repurchase Transaction System ("ToSTNeT-3")," the Company repurchased its own shares via the Off-auction Own Share Repurchase Transaction system ("ToSTNeT-3") of the Tokyo Stock Exchange, Inc. (total number of shares to be repurchased: 7,643,300 shares; total cost for share repurchase: ¥29,999,952,500). As part of this share repurchase, a portion of sellers involved in the global offerings by way of purchase and subscription by the underwriters sold a part of the Company's shares of common stock held by them.

The breakdown of the sellers and the total number of shares sold are as shown below. As a result of these sales, the number of shares offered in the secondary offering by way of purchase and subscription by the underwriters, the number of shares sold by each seller, and the number of shares offered in the secondary offering by way of over-allotment have been changed.

Dai Nippon Printing Co., Ltd.:	749,200 shares
Mizuho Bank, Ltd.:	561,800 shares
The Bank of Tokyo-Mitsubishi UFJ, Ltd.:	367,800 shares
DENTSU INC.:	561,900 shares
Sumitomo Mitsui Banking Corporation:	374,700 shares
NTT DATA Corporation:	312,200 shares
Tosho Printing Company, Limited:	290,400 shares
Nomura Research Institute, Ltd.:	312,200 shares
MITSUI & CO., LTD.:	187,300 shares
CAC Holdings Corporation:	62,400 shares
Asahi Paper Co., Ltd.:	37,500 shares
transcosmos inc.:	39,500 shares
Total number of shares sold by the sellers:	3,856,900 shares

Dai Nippon Printing Co., Ltd.:

749,200 shares

Mizuho Bank, Ltd.:

561,800 shares

The Bank of Tokyo-Mitsubishi UFJ, Ltd.:

367,800 shares

DENTSU INC.:

561,900 shares

Sumitomo Mitsui Banking Corporation:

374,700 shares

NTT DATA Corporation:

312,200 shares

Tosho Printing Company, Limited:

290,400 shares

Nomura Research Institute, Ltd.:

312,200 shares

MITSUI & CO., LTD.:

187,300 shares

CAC Holdings Corporation:

62,400 shares

Asahi Paper Co., Ltd.:

37,500 shares

transcosmos inc.:

39,500 shares

Total number of shares sold by the sellers:

3,856,900 shares

2．Number of shares to be offered after the change

Number of shares to be offered in the secondary offering (offering by way of purchase and subscription by the underwriters)

(1)	Class and number of shares to be offered	57,479,200 shares of common stock of the Company (combined total of (i) to (iii) below) (i) 21,093,400 shares of common stock of the Company subject to the Japanese offering by way of purchase and subscription by the underwriters (ii) 31,639,900 shares of common stock of the Company subject to the international offering by way of purchase and subscription by the international managers (iii) 4,745,900 shares of common stock of the Company, which is the maximum number of shares subject to the rights to acquire additional shares of the common stock of the Company that are granted to the international managers for the purpose of international offering The total number of shares subject to the Japanese and the international offerings by way of purchase and subscription by the underwriters (combined total of (i) to (iii) above) is 57,479,200 shares, whereby offerings are made approximately on the basis of the number of shares stated in (i) to (iii) above, but the breakdowns will be finalized on the Offering Price Determination Date (Monday, September 12, 2016 to Wednesday, September 14, 2016), in consideration of market demand and other conditions.
(2)	Sellers and the number of shares offered	(i) Shares subject to the Japanese offering by way of purchase and subscription as listed in (1) (i) above. DENTSU INC.: 8,438,100 shares NTT DATA Corporation: 4,687,800 shares MITSUI & CO., LTD.: 2,812,700 shares Mizuho Bank, Ltd.: 981,400 shares Sumitomo Mitsui Banking Corporation: 981,400 shares The Bank of Tokyo-Mitsubishi UFJ, Ltd.: 981,400 shares CAC Holdings Corporation: 937,600 shares Asahi Paper Co., Ltd.: 562,500 shares The Master Trust Bank of Japan, Ltd. (retirement benefits trust account for the benefit of Nomura Research Institute, Ltd.): 500,000 shares transcosmos inc.: 210,500 shares (ii) Shares subject to the international offering by international managers by way of purchase and subscription as listed in (1) (ii) above Dai Nippon Printing Co., Ltd.: 11,250,800 shares Sumitomo Mitsui Banking Corporation: 4,643,900 shares Tosho Printing Company, Limited: 4,359,600 shares Nomura Research Institute, Ltd.: 4,187,800 shares Mizuho Bank, Ltd.: 3,501,900 shares The Bank of Tokyo-Mitsubishi UFJ, Ltd.: 3,695,900 shares (iii) Maximum number of shares subject to the rights to acquire additional shares of the common stock of the Company that are granted to the international managers for the purpose of international offering as listed in (1) (iii) above Mizuho Bank, Ltd.: 3,954,900 shares The Bank of Tokyo-Mitsubishi UFJ, Ltd.: 791,000 shares

(1)

Class and number of shares to be offered

57,479,200 shares of common stock of the Company (combined total of (i) to (iii) below)

(i) 21,093,400 shares of common stock of the Company subject to the Japanese offering by way of purchase and subscription by the underwriters

(ii) 31,639,900 shares of common stock of the Company subject to the international offering by way of purchase and subscription by the international managers

(iii) 4,745,900 shares of common stock of the Company, which is the maximum number of shares subject to the rights to acquire additional shares of the common stock of the Company that are granted to the international managers for the purpose of international offering

The total number of shares subject to the Japanese and the international offerings by way of purchase and subscription by the underwriters (combined total of (i) to (iii) above) is 57,479,200 shares, whereby offerings are made approximately on the basis of the number of shares stated in (i) to (iii) above, but the breakdowns will be finalized on the Offering Price Determination Date (Monday, September 12, 2016 to Wednesday, September 14, 2016), in consideration of market demand and other conditions.

(2)

Sellers and the number of shares offered

(i) Shares subject to the Japanese offering by way of purchase and subscription as listed in (1) (i) above.

DENTSU INC.: 8,438,100 shares

NTT DATA Corporation: 4,687,800 shares

MITSUI & CO., LTD.: 2,812,700 shares

Mizuho Bank, Ltd.: 981,400 shares

Sumitomo Mitsui Banking Corporation: 981,400 shares

The Bank of Tokyo-Mitsubishi UFJ, Ltd.: 981,400 shares

CAC Holdings Corporation: 937,600 shares

Asahi Paper Co., Ltd.: 562,500 shares

The Master Trust Bank of Japan, Ltd. (retirement benefits trust account for the benefit of Nomura Research Institute, Ltd.): 500,000 shares

transcosmos inc.: 210,500 shares

(ii) Shares subject to the international offering by international managers by way of purchase and subscription as listed in (1) (ii) above

Dai Nippon Printing Co., Ltd.: 11,250,800 shares

Sumitomo Mitsui Banking Corporation: 4,643,900 shares

Tosho Printing Company, Limited: 4,359,600 shares

Nomura Research Institute, Ltd.: 4,187,800 shares

Mizuho Bank, Ltd.: 3,501,900 shares

The Bank of Tokyo-Mitsubishi UFJ, Ltd.: 3,695,900 shares

(iii) Maximum number of shares subject to the rights to acquire additional shares of the common stock of the Company that are granted to the international managers for the purpose of international offering as listed in (1) (iii) above

Mizuho Bank, Ltd.: 3,954,900 shares

The Bank of Tokyo-Mitsubishi UFJ, Ltd.: 791,000 shares

Number of shares to be offered in the secondary offering (offering by way of over-allotment)

(1)	Class and number of shares to be offered	3,163,900 shares of common stock of the Company (The aforementioned number of shares to be offered represents the maximum number of shares to be offered, and the actual number of shares to be offered may decrease, or the offering by way of over-allotment may not be carried out at all, subject to market demand and other conditions for the Japanese offering by way of purchase and subscription by the underwriters. The number of shares to be offered will be decided on the Offering Price Determination Date, in consideration of market demand and other conditions for the Japanese offering by way of purchase and subscription by the underwriters.)
(2)	Method of offering	For the purpose of the Japanese offering by way of purchase and subscription by the underwriters, the designated Japanese underwriter will, in consideration of market demand and other conditions, carry out the offering in Japan of shares of common stock of the Company, by borrowing no more than 3,163,900 shares from a certain shareholder of the Company.

(1)

Class and number of shares to be offered

3,163,900 shares of common stock of the Company

(The aforementioned number of shares to be offered represents the maximum number of shares to be offered, and the actual number of shares to be offered may decrease, or the offering by way of over-allotment may not be carried out at all, subject to market demand and other conditions for the Japanese offering by way of purchase and subscription by the underwriters. The number of shares to be offered will be decided on the Offering Price Determination Date, in consideration of market demand and other conditions for the Japanese offering by way of purchase and subscription by the underwriters.)

(2)

Method of offering

For the purpose of the Japanese offering by way of purchase and subscription by the underwriters, the designated Japanese underwriter will, in consideration of market demand and other conditions, carry out the offering in Japan of shares of common stock of the Company, by borrowing no more than 3,163,900 shares from a certain shareholder of the Company.

Note:

This document is a press release for public announcement and is not intended for soliciting investments or engaging in any other similar activities within or outside Japan.

This press release is not 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, and may not be sold or offered in the United States absent registration or an applicable exemption from such registration requirement. The securities referred to in this press release will not be publicly offered or sold in the United States.

Notification regarding Change to the Number of Shares to be Offered (41 KB)