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Tuesday 04 December, 2018

SMBC Nikko Cap Mkts

Pre-Stab Notice - Arteria Networks Corporation

RNS Number : 3883J
SMBC Nikko Capital Markets Limited
04 December 2018
 

Not for release, distribution, in whole or in part, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful

Arteria Networks Corporation

Pre- Stabilisation Notice

4 December 2018

SMBC Nikko Capital Markets Limited hereby gives notice that the entity undertaking stabilisation (the "Stabilisation Manager" named below and its affiliates) may stabilise the offer of the following securities consistent with Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052. Stabilisation transactions aim at supporting the market price of the Securities during the Stabilisation Period. Stabilisation may not necessarily occur and it may cease at any time.

The securities:

Company:

Arteria Networks Corporation

Securities:

shares of common stock of the Issuer ("Shares") (ISIN: JP3126240005)

Offering size:

17,500,000 Shares (excluding the over-allotment options)

Offer Price:

JPY 1,250 per Share

Stabilisation:

Stabilisation Manager (and central point within the meaning of Commission Delegated Regulation (EU) 2016/1052):             

SMBC Nikko Capital Markets Limited, One New Change, London EC4M 9AF

Contact: Toshiya Sasagawa; tel: +44 (0)20 3527 7102

Beginning of the Stabilisation Period:

12 December 2018

Stabilisation Period to end no later than

9 January 2019

Trading venue where stabilisation may be undertaken:

Tokyo Stock Exchange ("TSE")

Over-allotment Options:

Terms: 

In order to facilitate the global offering, SMBC Nikko Capital Markets Limited may over-allot up to an additional 1,312,500 Shares in the international offering and SMBC Nikko Securities Inc. may over-allot up to an additional 1,312,500 shares in the Japanese offering.

In connection with the offering of the over-allotted shares in the international offering, SMBC Nikko Capital Markets Limited, through SMBC Nikko Securities Inc. and as representative of the international managers, has entered into an agreement with the selling shareholder in the international offering pursuant to which the selling shareholder has agreed to lend an aggregate of 1,312,500 Shares. For the purpose of satisfying the obligation to return such borrowed shares, (i) the selling shareholder in the international offering has granted an option, exercisable by January 9, 2019, to SMBC Nikko Capital Markets Limited, through SMBC Nikko Securities Inc., to purchase up to 1,312,500 additional Shares (ii) during the period beginning on December 12, 2018 and ending on January 9, 2019, SMBC Nikko Capital Markets Limited may purchase Shares in the open market in lieu of exercising all or part of the option mentioned above. All such transactions shall be conducted by SMBC Nikko Capital Markets Limited in compliance with all applicable laws and regulations.

In connection with the offering of the over-allotted shares in the Japanese offering, SMBC Nikko Securities Inc. has entered into an agreement with the selling shareholder in the Japanese offering pursuant to which the selling shareholder has agreed to lend an aggregate of 1,312,500 Shares. For the purpose of satisfying SMBC Nikko Securities Inc.'s obligation to return such borrowed shares, (i) the selling shareholder in the Japanese offering has granted an option, exercisable by January 9, 2019, to SMBC Nikko Securities Inc. to purchase up to 1,312,500 additional Shares and (ii) during the period beginning on December 12, 2018 and ending on January 9, 2019, SMBC Nikko Securities Inc. may purchase Shares in the open market in lieu of exercising all or part of the option mentioned above. All such transactions shall be conducted by SMBC Nikko Securities Inc. in compliance with all applicable laws and regulations.

Any purchase by SMBC Nikko Capital Markets Limited (in connection with the international offering) or SMBC Nikko Securities Inc. (in connection with the Japanese offering) of Shares in the open market in lieu of exercising all or part of the over-allotment options described above may cause the price of the Shares to be higher than the price that otherwise would exist in the open market absent such transactions. Neither the company nor any of the joint global coordinators, international managers or Japanese underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Shares. In addition, neither the company nor any of the joint global coordinators, international managers or Japanese underwriters make any representation that SMBC Nikko Capital Markets Limited (in connection with the international offering) and SMBC Nikko Securities Inc. (in connection with the Japanese offering) will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Duration:

The option may be executed at any time during the Stabilisation Period.

Disclaimer

In connection with the offer of the above securities, the Stabilisation Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager(s) will take any stabilisation action and any stabilisation action, if begun, may be ended at any time.

This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful. Any failure to comply with these restrictions may results I a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.


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