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Announcement of Determination of the Number of Shares to be Offered

Sep 13, 2019 | Recruit Holdings Co., Ltd.

TOKYO, JAPAN (September 13, 2019) - Recruit Holdings Co., Ltd. (TSE: 6098) (the "Company") announced today that, concerning the secondary offering of shares of common stock of the Company announced on August 28 and September 10, 2019, the number of shares to be acquired and offered through the exercise of the rights to acquire additional shares of common stock of the Company granted to the international managers for the purpose of international offering was determined as follows.

Number of shares to be acquired and offered through the exercise of the rights to acquire additional shares of common stock of the Company granted to the international managers for the purpose of international offering:	11,093,600 shares

Number of shares to be acquired and offered through the exercise of the rights to acquire additional shares of common stock of the Company granted to the international managers for the purpose of international offering:

11,093,600 shares

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Secondary offering of shares

(1)	Class and number of shares to be offered	116,745,900 shares of common stock of the Company (combined total of (i) to (iii) below) (i) 25,620,900 shares of common stock of the Company to be offered in an underwritten offering in Japan only. (ii) 80,031,400 shares of common stock of the Company to be offered in private placements in reliance upon exemptions from registration under the U.S. Securities Act of 1933, as amended, outside of Japan by the international managers. (iii) An additional 11,093,600 shares of common stock of the Company subject to the over-allotment option to be granted to the international managers.
(2)	Selling shareholders and the number of shares offered	(i) In the public offering in Japan described in (1) (i) above MITSUI & CO., LTD.: 15,000,000 shares TOPPAN PRINTING CO., LTD.: 1,413,400 shares NTT DATA Corporation: 2,677,500 shares Daio Paper Corporation: 2,500,000 shares CAC Holdings Corporation: 2,000,000 shares TIS Inc.: 2,000,000 shares Mizuho Bank, Ltd.: 10,000 shares Sumitomo Mitsui Banking Corporation: 10,000 shares MUFG Bank, Ltd.: 10,000 shares (ii) In the private placements described in (1) (ii) above TOPPAN PRINTING CO., LTD.: 25,586,600 shares Dai Nippon Printing Co., Ltd.: 18,000,000 shares DENTSU INC.: 9,450,000 shares HAKUHODO DY HOLDINGS INCORPORATED: 5,400,000 shares Nomura Research Institute, Ltd.: 5,000,000 shares Mizuho Bank, Ltd.: 5,531,600 shares Sumitomo Mitsui Banking Corporation: 5,531,600 shares MUFG Bank, Ltd.: 5,531,600 shares (iii) Shares subject to the international over-allotment option described in (1) (iii) above TOPPAN PRINTING CO., LTD.: 3,000,000 shares Mizuho Bank, Ltd.: 2,031,200 shares Sumitomo Mitsui Banking Corporation: 2,031,200 shares MUFG Bank, Ltd.: 2,031,200 shares Nomura Research Institute, Ltd.: 2,000,000 shares

(1)

Class and number of shares to be offered

116,745,900 shares of common stock of the Company (combined total of (i) to (iii) below)
(i) 25,620,900 shares of common stock of the Company to be offered in an underwritten offering in Japan only.
(ii) 80,031,400 shares of common stock of the Company to be offered in private placements in reliance upon exemptions from registration under the U.S. Securities Act of 1933, as amended, outside of Japan by the international managers.
(iii) An additional 11,093,600 shares of common stock of the Company subject to the over-allotment option to be granted to the international managers.

(2)

Selling shareholders and the number of shares offered

(i) In the public offering in Japan described in (1) (i) above
MITSUI & CO., LTD.: 15,000,000 shares
TOPPAN PRINTING CO., LTD.: 1,413,400 shares
NTT DATA Corporation: 2,677,500 shares
Daio Paper Corporation: 2,500,000 shares
CAC Holdings Corporation: 2,000,000 shares
TIS Inc.: 2,000,000 shares
Mizuho Bank, Ltd.: 10,000 shares
Sumitomo Mitsui Banking Corporation: 10,000 shares
MUFG Bank, Ltd.: 10,000 shares

(ii) In the private placements described in (1) (ii) above
TOPPAN PRINTING CO., LTD.: 25,586,600 shares
Dai Nippon Printing Co., Ltd.: 18,000,000 shares
DENTSU INC.: 9,450,000 shares
HAKUHODO DY HOLDINGS INCORPORATED: 5,400,000 shares
Nomura Research Institute, Ltd.: 5,000,000 shares
Mizuho Bank, Ltd.: 5,531,600 shares
Sumitomo Mitsui Banking Corporation: 5,531,600 shares
MUFG Bank, Ltd.: 5,531,600 shares

(iii) Shares subject to the international over-allotment option described in (1) (iii) above
TOPPAN PRINTING CO., LTD.: 3,000,000 shares
Mizuho Bank, Ltd.: 2,031,200 shares
Sumitomo Mitsui Banking Corporation: 2,031,200 shares
MUFG Bank, Ltd.: 2,031,200 shares
Nomura Research Institute, Ltd.: 2,000,000 shares

Note:

This press release is not an offer to sell or a solicitation of any offer to buy the securities of Recruit Holdings Co., Ltd. in the United States or elsewhere. The securities referenced in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities will not be publicly offered or sold in the United States.

Announcement of Determination of the Number of Shares to be Offered (143 KB)