R SymBio Pharmaceuticals / 4582
CoverageUpdate Notes

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This PDF document is an updated note on the company. A comprehensive version of the report on the company, including this latest update, isavailable on our website and various professional platforms.

On February 27, 2020, SymBio Pharmaceuticals Ltd. announced the issuance of the 50th and 51st stock acquisition rights with
exercise price revision clauses and the conclusion of a third-party allotment agreement (commit issue program).
The company agreed with EVO FUND (the allottee) to issue the 50th and 51st stock acquisition rights and to enter with theallottee into a third-party allotment agreement on stock acquisition rights (commit issue program), on condition of becoming
effective via notification in accordance with the Financial Instruments and Exchange Act.
Summary of subscription
Date of allotment

March 16, 2020

Number of stock acquisition rights

10,000,000 units(50th stock acquisition rights: 7,000,000 units; 51st stock acquisition rights: 3,000,000 units)

Issue price

JPY11mn(50th stock acquisition rights: JPY1.06 per unit; 51st stock acquisition rights: JPY1.04 per unit)

Number of dilutive shares from theissuance

10,000,000 shares (one share per unit; corresponds to a dilution rate of 37.8% against total number ofshares outstanding as of December 31, 2019)
No maximum exercise price.
While the minimum exercise price is JPY291, even at the minimum exercise price, the number of dilutive

Amount of funding

JPY5,450mn

Exercise price and conditions forrevising the exercise price

The initial price is set at JPY547.
The initial revision of the exercise price on the 50th and 51st stock acquisition rights will take place onMarch 17, 2020, and further revisions will take place after the passage of each subsequent five
trading-day period. In the event the exercise price is revised, on the next trading day following the fifth
trading day counted from the date on which the exercise price was previously revised (the revisiondate), the exercise price will be revised to an amount obtained by multiplying the simple average valueof the volume weighted average price (VWAP) of SymBio’s common shares in regular trading
announced by the Tokyo Stock Exchange on each trading day for the five consecutive trading days prior
to the revision date by 94%. However, the price will be revised to the minimum exercise price if suchprice falls below the minimum exercise price.

Method for subscription orallotment (allottee)

All of the stock acquisition rights will be allotted to EVO FUND through third-party allotment.

shares is 10,000,000.

Characteristics of the 50th and 51st stock acquisition rights and specific uses of the funds to be raised▷50th stock acquisition rights: The exercise period begins on the trading day immediately following issuance. Once the exercise
period begins, the allottee shall in principle exercise all of the 50th stock acquisition rights (7,000,000 shares) within 106
trading days. Furthermore, the allottee commits in principle to the exercise of the 50th stock acquisition rights, a number▷corresponding to 2,800,000 shares or more, within 56 trading days on or after the trading day following the issuance date.
51st stock acquisition rights: The allottee shall in principle exercise all of the 51st stock acquisition rights up to the maximum
amount issued within 46 trading days starting from the trading day immediately following the date the company gives aninstruction to exercise. The 51st Stock acquisition rights are designed so that it cannot be exercised until the company issues aninstruction to exercise. Conditions for issuing an instruction to exercise are that SymBio does not continue to possess
undisclosed insider information at the time it issues an instruction to exercise and at the start of the exercise period, and that noportion of the 50th Stock Acquisition Rights is remaining.
50th stock acquisition rights

51st stock acquisition rights

Number of stock acquisition rights
issued7,000,000 units

3,000,000 units

Total issue price

JPY7mnJPY3mn

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R SymBio Pharmaceuticals / 4582
Coverage

Update Notes

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Total exercise price

JPY3,829mn

JPY1,641mn

Expected exercise period (in principle,except if reasons for extension ofcommitment period occur)

Approximately five months after issuanceRoughly two months from the date specified byNumber of revisions (revised every five
trading days in principle)

Total of 21 (planned)

Exercise price

94% of simple average value of VWAP of SymBio’s common shares in regular trading over fiveSymBio after it issues an instruction to exercise
Total of nine (planned)

consecutive trading days
Commitment, in principle, to exercise all of thestock acquisition rights issued within 106
trading days (full commitment)
Commitment, in principle, to exercise at least
40% of the stock acquisition rights issued within
56 trading days (first-half commitment)

Commitment, in principle, to exercise thecomplete number of stock acquisition rights

Expected start date of initial exercise

March 17, 2020

To be determined

Expected final date of commitment

Full commitment: August 21, 2020
First-half commitment: June 9, 2020

To be determined

Commitment

specified within 46 trading days

Specific uses of the funds to be raised(JPYmn)Funds to be raised
through the 50th
stock acquisitionrightsFunds to be raised
through the 51st
stock acquisitionrightsTotal amount offunds to be raised

Expected timing ofexpenditure

Development of in-licensed drugs

2,375

55

2,430

March 2020 to June 2021

Establishment of the company’s
own salesforce

1,431

54

1,485

March 2020 to June 2021

01,535

1,535

October 2020 to June 2021

3,806

1,644

5,450

Investment in new in-licensing andM&A
Total

Duty to discuss in case of change in funding requirements due to arbitration award
SymBio initiated an arbitration against The Medicines Company on October 11, 2017 under the rules of the International
Chamber of Commerce, seeking damages of USD82mn (equivalent to approximately JPY9.0bn), arising out of The Medicines
Company’s repudiation of the license agreement. This arbitration is ongoing.
Hearing procedures commenced in New York in June 2019, and both parties had finished submitting their final documents as ofthe end of December 2019. Currently, a panel comprising three arbitrators is preparing an arbitration judgment. Assuming
typical submission procedures, SymBio expects to receive an arbitration judgment between March and June 2020. The company
intends to establish a provision to the effect that it will be able to request the allottee, after discussions with the allottee, not toexercise more stock acquisition rights than a number specified by the company, in case of an award by the arbitration panel, andthat the allottee will discuss any such request with SymBio in good faith.

This note is the most recent addition to the full report.

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