HOME

Press Releases List

Press Releases

Notice of the Board of Directors' Resolution to Offer a New Issue of Company Shares

August 8, 2003-At the board meeting held on August 8, 2003, the Board of Directors of the company passed a resolution concerning the offering of a new issue of company shares in connection with the listing of the company on the Tokyo Stock Exchange. The details of the resolution are as follows:

Public Offering of New Shares

(1)	Number of shares to be issued: 3,500,000 common shares
(2)	Issue price: to be determined
(3)	Public offering method: For this offering, the following companies have been appointed to handle general subscriptions: Daiwa Securities SMBC, Nomura Securities, Shinko Securities, UFJ Tsubasa Securities, SMBC Friend Securities, Mizuho Securities, Nikko Citigroup, and Okasan Securities. In addition, the share price for this offering (the offering price) is to be determined on September 1, following the presentation of provisional terms for the offering at a price not lower than the issue price determined by the Board of Directors, and taking into consideration investor demand as well as other factors based on the provisional pricing. However, if the underwriting price is lower than the issue price, the new share issue offering will be cancelled.
(4)	Underwriting contract: No underwriting fees will be paid. Instead, the amount obtained by deducting the total underwriting price from the total offering price will be received by the underwriters.
(5)	Remittance deadline: September 11, 2003 (Thursday)
(6)	Dividend reckoning date: April 1, 2003 (Tuesday)
(7)	Subscription period: From September 3, 2003 (Wednesday) through September 8, 2003 (Monday)
(8)	Minimum block unit for subscription: 100 shares
(9)	The issue price, the portion of the issue price that will not be transferred to capital, and other matters of importance concerning this new issue, will be decided by the Board of Directors at later board meetings.
(10)	With regard to the items listed above, all items must be reported as per the requirements of the Securities and Exchange Law as a condition for becoming effective.

Sale of shares

(1)	Number of shares to be sold [1] 3,500,000 common shares (the portion sold through underwriting by the underwriters) [2] Maximum of 180,000 common shares (the portion sold through over-allotment)
(2)	Sellers and the number of shares to be sold [1] The portion sold through underwriting by the underwriters NEC Corporation: 3,500,000 common shares 5-7-1 Shiba, Minato-ku, Tokyo [2] The portion sold through over-allotment Daiwa Securities SMBC Co.: Maximum of 180,000 common shares 1-3-5 Yaesu, Chuo-ku, Tokyo Total maximum of [1] and [2]: 3,680,000 shares
(3)	Price per share: To be determined (to be equal to the offering price of the public offering of new shares referred to in 1. above)
(4)	Selling method: -The portion sold through underwriting by the underwriters Daiwa Securities SMBC will underwrite the issue. -The portion sold through over-allotment In addition to [1] above, Daiwa Securities SMBC, after considering demand and other factors, will lease a maximum of 180,000 common shares from our shareholder, NEC Corporation, and offer them for sale. The number of shares to be sold indicates the upper limit and the actual number will be determined on the price announcement date, taking demand into consideration. However, if the public offering of the new issue as per "1." above is cancelled, sales of the shares will be cancelled.
(5)	Subscription period: Same as the subscription period set out in 1. above.
(6)	Minimum block unit for subscription: 100 shares
(7)	Date of transfer of the shares: September 12, 2003 (Friday)
(8)	The new share price and other important matters concerning the sales of shares will be decided at later meetings of the Board of Directors.
(9)	With regard to the items listed above, all items must be reported as per the requirements of the Securities and Exchange Law as a condition for becoming effective.

Representative
Toshihiko Takahashi, President
(Code number: 3717)
NEC System Technologies, Ltd.

Inquiries
Hiroshi Minami, Senior Vice President

[For reference]

Outline of the offering and sale of shares

(1)	Number of shares to be issued and number to be sold Number of shares to be issued: 3,500,000 common shares Number of shares to be sold: [1] The portion sold through underwriting by the underwriters: 3,500,000 common shares [2] The portion sold through over-allotment: maximum of 180,000 common shares
(2)	Demand reporting period August 25, 2003 (Monday) through August 29, 2003 (Friday)
(3)	Price announcement date September 1, 2003 (Monday) (The share price for this issue (the offering price) and the selling price, which will not be lower than the issue price, are to be determined considering investor demand and other factors based on the provisional terms of the offering.)
(4)	The period for subscription September 3, 2003 (Wednesday) to September 8, 2003 (Monday)
(5)	The date of remittance September 11, 2003 (Thursday)
(6)	The date for transfer of the shares September 12, 2003 (Friday)
(7)	The date for reckoning the dividend April 1, 2003 (Tuesday)

<Notes>
a.	Sale through over-allotment as described above refers to an additional offering of our common shares by Daiwa Securities SMBC after considering investor demand. The number of shares to be sold through over-allotment indicates the upper limit and may decrease depending on demand.
b.	Common shares to be sold through over-allotment are the stocks that Daiwa Securities SMBC will lease from NEC Corporation (henceforth "the lender") for sale through over-allotment. In this regard, Daiwa Securities SMBC is expected to be granted the right to buy out additional common stock of ours (Green Shoe Option) of up to 180,000 shares from the lender. Daiwa Securities SMBC may purchase up to the same number of common shares as granted in the Green Shoe Option on the Tokyo Stock Exchange with the aim of returning the common shares leased from the lender (Syndicate Cover Transaction) between September 12, 2003 and September 17, 2003 (syndicate cover period). Daiwa Securities SMBC is not planning to exercise the Green Shoe Option for the shares related to the syndicate cover transaction. During the syndicate cover period, Daiwa Securities SMBC, at its discretion, may or may not perform any syndicate cover operation at all or terminate any transaction before the number of purchased shares reaches the upper limit.

Changes in total number of shares based on the addition of the new issue
The current total of shares issued and outstanding: 20,978,000 shares
The increase in the number of shares as a result of the new issue: 3,500,000 shares
The total number of shares outstanding after the new issue: 24,478,000 shares

Uses of the funds generated from the new issue:
The estimated 13,205 million yen net proceeds from the increase in capital will provide for future fund needs accompanying expansion of operations such as research and development of software for advanced technologies, funding for alliances, investment in new businesses, and training, and will be invested in low-risk financial instruments for the time being.

Distribution of profits to shareholders

(1)	Basic profit distribution policy The policy of the company with regard to distribution of profits to shareholders is to maintain stable dividend payments in line with business results, in view of maintaining a stable management base as well as strengthening the financial viability of the company and maintaining an adequate level of internal funds for future business expansion. The company has already introduced a mid-term dividend system, and will make distributions of profits to shareholders for the current interim period.
(2)	Use of funds retained for company use Retained funds will be used effectively for strategic investments to expand the company's business, in such areas as R&D of advanced technologies, cultivation of new businesses, and staff training.
(3)	Specific plans to increase distributions of profits to shareholders in the future After the current new issue offering is completed, the company intends to carry out positive efforts to make distributions of profits to shareholders. However, the particulars of this plan have not yet been completed at the present time.
(4)	Dividend information concerning the last three fiscal years

<Notes>
a.	Profit per share is based on the average number of shares outstanding during the period.
b.	Return on shareholders' equity (%) is calculated as net profit divided by the average of the sum of shareholders' equity at the beginning of the term and at the end of the term.
c.	Dividend rate for shareholder's equity (%) is calculated by dividing total dividends distributed for the year by the average of the sum of shareholders' equity at the beginning of the team and at the end of the term.
d.	The company carried out a 20-for-1 stock split on June 12, 2003. This was reported to the officials in charge at the Tokyo Stock Exchange as per the stipulations in Part I of the "Security Report related to a Request for Listing on the Exchange" (Tokyo Stock Exchange Listing Procedure, Document #331, dated November 27, 2002). The effects of this stock split on a per share basis were calculated retroactively and have been included in summary below for reference. Shin Nihon & Co. has not audited these figures.

Share sales policy
With regard to sales of the new shares, considering such factors as the requirements of Tokyo Stock Exchange regulations related to meeting the required level of the number of shareholders and obtaining the proper level of distribution of the shares after listing, there may be sales made to investors that did not report their requirements for shares. With regard to sales to investors that reported their intention to purchase the new shares, the underwriters will follow their respective company regulations and procedures, and choose from the ranks of investors that reported their intention to purchase the new shares at or above the offering price to carry out such sales, taking into consideration, as a general principle, such factors as degree of the investors' participation in the book-building, experience and knowledge in securities investment, and investing policies.
Concerning sales to investors that did not report requirements for shares, the underwriters will make their decisions based on their respective company rules and regulations and, as a general principle, will consider such factors as knowledge and experience in securities investment, investing policies, and transactions with underwriters when making their decisions concerning such sales.

<Notes>
The item that refers to future distribution of profits to shareholders in "4. Distribution of Profit to Shareholders" does not guarantee a fixed dividend and is based only on current estimates.

Caution
This press statement is intended as a general public announcement and is not intended as a solicitation to invest in our stock. When investing, please consult the company prospectus, including corrections and addenda , and exercise your own judgment.

e-mail: globe@necst.co.jp