The secondary offering by way of over-allotment mentioned in "2．Secondary Offering of Shares (Secondary Offering by way of Over-Allotment)" above is a secondary offering of shares of common stock of the Company in conjunction with the Public Offering mentioned in "1．Issuance of New Shares by way of Primary Offering (Public Offering)" which one of the Underwriters will borrow up to 700,000 shares (the "Borrowed Shares") from certain shareholder(s) of the Company (the "Share Lender(s)"), taking into account market demand. The number of shares to be offered in the Secondary Offering by way of Over-Allotment is planned to be 700,000 shares; provided, however, that it is the maximum number of shares to be sold and such number may be decreased or the Secondary Offering by way of Over-Allotment may be cancelled entirely, depending on market demand.
In connection with the foregoing Secondary Offering by way of Over-Allotment, the board of directors of the Company resolved on July 2, 2013, that the Company will issue 700,000 shares of common stock of the Company through third-party allotment (the "Issuance through Third-Party Allotment") to one of the Underwriters for the purpose of returning the shares borrowed from certain shareholders of the Company ("Borrowed Shares"). The payment date for the Issuance through Third-Party Allotment is scheduled on August 5, 2013.
One of the Underwriters may also purchase shares of common stock of the company (the "Syndicate Cover Transaction") on the Tokyo Stock Exchange, up to the number of shares to be sold in the Secondary Offering by way of Over-Allotment, for the purpose of returning the Borrowed Shares, during the period from and including (a) the day immediately following the last day of the subscription period for the Public Offering and the Secondary Offering by way of Over-Allotment to and including (b) July 29, 2013 (the "Syndicate Cover Transaction Period"). All of the shares purchased through the Syndicate Cover Transaction will be used to return the Borrowed Shares. During the Syndicate Cover Transaction Period the underwriter may decide not to undertake the Syndicate Cover Transactions or to terminate the Syndicate Cover Transactions before the number of shares purchased reaches the number of shares to be sold in the Secondary Offering by way of Over-Allotment.
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