Issued Through Third-Party Allotment and Issuance of the Fourth Stock Warrant

Transcription

1 2018/3/28 Gala Incorporated Representative Director and CEO Satoru Kikugawa (JASDAQ 4777) Contact: Gabriele Joshi Group Strategy Division (TEL ) (Condensed Summary of ) Notice of Determination of Number of New Shares to be Issued Through Third-Party Allotment and Issuance of the Fourth Stock Warrant The Company announced that the Board resolution was passed on March 28, 2018 on the new shares issued through the third-party allotment and issuance of the fourth stock warrant pursuant to the resolution by the board of directors of Gala Inc. Condensed Summary is as follows: Subscription Outline (Subscription Summary of This New Share Issuance) (1) Payment Due Date 2018/4/13 (Fri) (2) Number of New Share 633,000 shares Issuance (3) Issue Price JPY 395 / share (4) Amount to be Financed JPY 250,035,000 (Net Proceeds JPY 248,605,000) (5) Subscription and Allotment Method (Allotted Party) Third-Party Allotment to 1) Oak Capital Inc. 506,400 shares 2) Satoru Kikugawa 126,600 shares (6) Other All matters stated above hinges upon effectiveness of Registration Statement. Upon effectiveness of the above, the Company will engage in contract with the allotted parties and subscription agreement.

2 (Subscription Summary of Stock Warrant) (1) Grant Date 2018/4/13 (Fri) (2) Number of Stock Warrant 20,254 shares (3) Issue Price JPY8,506,680 (JPY420 / stock warrant) (4) Dilutive Shares from this 2,025,400 shares (100 shares to one stock Issuance warrant) (5) Amount to be Financed JPY 808,539,680 (Net Proceeds JPY 806,789,680) (Details) Issued Stock Warrant JPY 8,506,680 Exercise Stock Warrant JPY 800,033,000 (6) Exercise Price JPY 395 per share (7) Subscription and Allotment Method (Allotted party) By the method of third-party allotment, all stock warrants will be granted to Oak Capital Corp. (8) Other 1. After the grant date of this stock warrant, if the Company s closing price of the common stock on daily basis for 20 consecutive days exceeds 180% of the exercise price, the Company can acquire the remaining all or part of this stock warrants by the price of JPY420 per stock warrant on the acquisition date as decided by the Company and its Board of Directors by notice or public notice 2 weeks prior to the acquisition date. 2. The transfer of this stock warrant requires the Company s Board of Directors approval. Amount to be Financed New Share Issuance (Unit: Million JPY) 1. Total Amount of Payment Date Estimated Amount of Charges related to Issuance 1 3. Net Proceeds (estimate) 248

3 Stock Warrant (Unit: Million JPY) 4. Total Amount of Payment Estimated Amount of Charges related to Issuance 1 6. Net Proceeds (estimate) 806 Use of Proceeds New Share Issuance Details 1. Smartphone App Business (1) Development of Rappelz Mobile (2) Acquisition of new titles for Japanese and overseas markets (3) Marketing fund for Flyff Legacy Amount (million JPY) Expected Payment Date 2018/4 2018/ /4 2018/ /4 2018/6 Stock Warrant Details 1. Smartphone App Business (1) Marketing fund for Flyff Legacy (2) Marketing fund for Rappelz Mobile (3) Marketing fund for new titles for Japanese and overseas markets 2. Fund for new business development, capital and business alliance, including M&A Amount (million JPY) Expected Payment Date 2018/7 2019/3 2018/9 2019/3 2018/4 2019/3 2018/4 2020/4 Allotted Parties of New Share Issuance and Stock Warrant 1 C o m p a n y N a m e Oak Capital Corporation 2 H e a d O f f i c e Akasaka, Minato-ku, Tokyo N a me and Ti tle o f Representative Director, Chairman, and CEO Hiroyasu Representative Director Takei 4 B u s i n e s s D o m a i n Investment Banking Corporation 5 C a p i t a l JPY 4,282,000,000 (as of 2017/9/30) 6 F o u n d e d 1918/2/22 7 I s s u e d S h a r e s 53,675,037 shares (as of 2017/9/30)

4 8 F i s c a l Y e a r March 9 Number of Employees (Consolidated) 22 (as of 2017/9/30) 10 M a i n P a r t n e r s General Corporations 11 M a i n B a n k s SMBC, Mizuho Bank, Mitsubishi UFJ 12 Major Shareholders Mitsuhiro Yamazaki 3.07%, Rakuten Securities Co., Ltd. and Ownership Ratio 2.15%, LMI 1.89% (as of 2017/9/30) 13 R e l a t i o n s h i p w i t h G a l a I n c. C a p i t a l Oak Capital Corp. owns 100 stocks (0.00%) of Gala Inc. HR None Business Transaction None A s R e l a t e d p a r t y None 14 Financial Results of the Recent Three Years Accounting Period FY2015 March FY2016 March FY2017 March C ons olid ated N et Assets 6,932 7,894 8,065 Consolidated Total Assets 7,579 8,130 8,362 Consolidated Net Assets per S h a r e ( J P Y ) C o n s o l i d a t e d S a l e s 8,315 5,461 8,958 Consolidated Operating Profit 2,122 1, Consolidated Ordinary Profit 1, Consolidated Net Income 1, E P S ( J P Y ) Dividend Per Share (JPY) (Unit: Hundred Million JPY unless otherwise stated) New Share Issuance N a m e Satoru Kikugawa A d d r e s s Minato-ku, Tokyo J o b D e s c r i p t i o n Director of a company R e l a t i o n s h i p b e t w e e n L i s t e d Company and the I n d i v i d u a l The Company s Representative Director and the largest shareholder. Shares Owned: 3,502,900 shares. Ownership Ratio: 22.06%

5 Transaction between the company and the individual: 1. Third-party allotment of JPY 50,008,000 (266,000 shares) as of 2014/3/31 Major Shareholders List and Ownership % after Allotment Before Issuance(2017/9/30) After Issuance Satoru Kikugawa 22.06% Satoru Kikugawa 19.58% Rakuten Securities Co., Ltd 1.19% Rakuten Securities Co., Ltd 1.02% Monex Securities Co., Ltd 0.96% Monex Securities Co., Ltd 0.82% Nippon Securities Finance Co., Nippon Securities Finance Co., 0.83% Ltd. Ltd. 0.72% Ms. Goto 0.68% Ms. Goto 0.58% Mizuho Securities Co., Ltd 0.48% Mizuho Securities Co., Ltd 0.41% Mr. Edaira 0.46% Mr. Edaira 0.39% SBI Securities Co., Ltd 0.39% SBI Securities Co., Ltd 0.34% Mr. Takeuchi 0.38% Mr. Takeuchi 0.32% KSD MIRAE ASSET DAEWOO KSD MIRAE ASSET DAEWOO 0.32% (CLIENT) (CLIENT) 0.27% Gala Inc. Requirements of third-party allotment (1) Type of Shares for Subscription Common Stock 506,400 shares (2) Payment Amount JPY 395 per share (3) Total Paid Amount JPY 200,028,000 (4) Amount of Increase in Stated Capital: JPY 100,014,000 Additional Paid-in Capital: JPY 100,014,000 (5) Application Date 2018/4/13 (6) Payment Date 2018/4/13 (7) Subscription Method And Number of Shares to be Allotted: 506,400 shares to Oak Capital Corp. by the method of third-party allotment. (8) Payment Location MSBC Ebisu Branch

6 (9) Other 1. For the matters above, all matters stated above depends upon effectiveness of Registration Statement. 2. Any necessary matter related to the issuance of new shares shall be entrusted to the Representative Director. Gala Inc. Requirements of third-party allotment (1) Type of Shares for Subscription Common Stock 126,600 shares (2) Payment Amount JPY 395 per share (3) Total Paid Amount JPY 50,007,000 (4) Amount of Increase in Stated Capital: JPY 25,003,500 Additional Paid-in Capital: JPY 25,003,500 (5) Application Date 2018/4/13 (6) Payment Date 2018/4/13 (7) Subscription Method And Number of Shares to be Allotted: 126,600 shares to Representative Director Satoru Kikugawa by the method of third-party allotment. (8) Payment Location MSBC Ebisu Branch (9) Other 1. For the matters above, All matters stated above depends upon effectiveness of Registration Statement. 2. Any necessary matter related to the issuance of new shares shall be decided at the Board of Directors Meeting. Disclaimer: This summarized translation is provided for convenience only. In the event of any discrepancy with the Japanese original, the original shall prevail.