April 25, 2018
SymBio Pharmaceuticals Limited
Fuminori Yoshida
Representative Director,President and Chief Executive Officer
Completion of Payment for Subscription for the 45th through 47th Stock Acquisition Rights(with Exercise Price Revision Clauses)
TOKYO, Japan, April 25, 2018—SymBio Pharmaceuticals Limited (JASDAQ: 4582) (hereinafter “SymBio”)
announces that payment of ¥23,100,000 has been completed today for the subscription for the 45th through 47thstock acquisition rights (hereinafter the “Stock Acquisition Rights”) resolved at its board of directors’ meeting onApril 9, 2018 and allotted to EVO FUND.
For further details regarding this issuance, please refer to “Notice of the Issuance of the 45th through 47th Stock
Acquisition Rights with Exercise Price Revision Clauses (Commit Issue Program) and Conclusion of an Unsecured Loan
Facility Agreement” published on April 9, 2018.
Summary of the 45th through 47th Stock Acquisition Rights(1)

Date of allotment(2)

April 25, 2018
50,000,000 units

Total number of stock

45th Stock Acquisition Rights: 20,000,000 units

acquisition rights

46th Stock Acquisition Rights: 15,000,000 units
47th Stock Acquisition Rights: 15,000,000 units(3)¥23,100,000 in aggregate
Issue price45th Stock Acquisition Rights: ¥0.54 per unit
46th Stock Acquisition Rights: ¥0.44 per unit
47th Stock Acquisition Rights: ¥0.38 per unit

(4)

Number of underlying
shares with respect tothe stock acquisition

50,000,000 shares (one share per stock acquisition right)

rights issued(5)

Amount of funding¥10,413,100,000 (Note)
Initial exercise price(6)

45th Stock Acquisition Rights: ¥207
Exercise price and46th Stock Acquisition Rights: ¥209

conditions for revising

47th Stock Acquisition Rights: ¥211

the exercise price

The exercise price of the Stock Acquisition Rights shall be initially revised on
April 27, 2018, with revisions occurring each time that five price calculation
dates (defined below) have passed. Price calculation dates are days on which
trading sessions take place (hereinafter, “Trading Days”) on the Tokyo Stock
Exchange, Inc. (hereinafter, the “Tokyo Stock Exchange”) and are days on
which market-disrupting events (defined below) do not occur. In the event theexercise price is revised on the basis of this paragraph, on the next Trading Day
following the fifth price calculation date counted from the date on which theexercise price was previously revised (including that date; hereinafter, the“Revision Date”), the exercise price shall be revised to an amount obtained by1

multiplying the simple average value of the volume weighted average price of
SymBio’s common shares in regular trading announced by the Tokyo Stock
Exchange on each price calculation date of the five consecutive price calculation
dates prior to the Revision Date (hereinafter, the “Price Calculation Period”)
using the exercise price revision ratios defined below, truncating fractionalamounts less than one yen (hereinafter, the “Standard Exercise Price”).
However, the price is revised to the minimum exercise price (described in theprovisions of Paragraph 10 of the terms and conditions for the issuance of theStock Acquisition Rights) if the Standard Exercise Price falls below theminimum exercise price.
Exercise price revision ratios:
45th Stock Acquisition Rights: 92%
46th Stock Acquisition Rights: 93%
47th Stock Acquisition Rights: 94%
In addition, in the event of a reason for adjustment based on the provisions ofParagraph 11 of the terms and conditions for the issuance of the Stock
Acquisition Rights during one of the Price Calculation Periods, the volume
weighted average price of SymBio’s common shares in regular trading
announced by the Tokyo Stock Exchange for each of the price calculation datesof that Price Calculation Period shall be adjusted, taking that reason intoconsideration.
Market-disrupting events shall be defined as the occurrence of situations
indicated below in relation to SymBio’s common shares:(1) If SymBio’s common shares are designated by the Tokyo Stock Exchange
as a stock under supervision or a stock to be delisted;(2) If no regular trading of SymBio’s common shares occurs on the Tokyo
Stock Exchange during an entire day (if no trades are executed on the TokyoStock Exchange); and/or(3) If the nominal price of SymBio’s common shares in regular trading ends
below the minimum daily trading limit designated by the Tokyo Stock
Exchange (maximum allowable single-day loss), (regardless of whether
regular trading of SymBio’s common shares on the Tokyo Stock Exchange
is conducted through proportional allotment (stop distribution)).
(7)

Method for subscription

All of the Stock Acquisition Rights shall be allotted to the Allottee through third-or allotment (Allottee)

party allotment.

(8)

SymBio and the Allottee shall enter into a third party allotment agreement withrespect to the Stock Acquisition Rights (hereinafter the “Purchase Agreement”),
which shall come into force upon notification via a securities registration
statement based on the Financial Instruments and Exchange Act becomes
Otherseffective. The Purchase Agreement states, inter allia, the exercise commitment
conditions indicated in “Note” below, and requires SymBio’s approval byresolution of SymBio’s Board of Directors in order for the Allottee to transfer
the Warrants.
The Purchase Agreement further provides that the 46th Stock Acquisition Rights
may be exercised on or after April 26, 2019 and the 47th Stock Acquisition
Rights on or after April 27, 2020. (However, the exercise may be moved forward2

based on SymBio’s instructions (hereinafter, “Instruction for Front-LoadingExercise”).)
Note: The amount of funds raised is the total amount paid for the Stock Acquisition Rights and the value of theproperty contributed in exercising the Stock Acquisition Rights (calculated at the initial exercise price), lessan estimated amount for the various costs associated with issuing the Stock Acquisition Rights. The amountof funds raised may increase or decrease if the exercise price is revised or adjusted. Furthermore, the amountof funds raised could change if the Stock Acquisition Rights are not exercised within the exercise period or if
the Stock Acquisition Rights acquired by SymBio are cancelled.

Commit Issue
The target numbers of SymBio’s common shares underlying each of the Stock Acquisition Rights (45th StockAcquisition Rights: 20,000,000 shares, 46th Stock Acquisition Rights: 15,000,000 shares, 47th Stock Acquisition
Rights: 15,000,000 shares) are determined in advance, and such Stock Acquisition Rights are designed so that theAllottee commits to their exercise. For the 45th Stock Acquisition Rights, the exercise period begins on the Trading
Day immediately following issuance. During the exercise period, the Allottee is committed to exercise all of the 45thStock Acquisition Rights (20,000,000 shares) (Full Commitment), in principle within 122 price calculation days
(hereinafter, the “Full Commitment Period”) on or after the Trading Day following the date on which the StockAcquisition Rights are issued, based on the volume weighted average price (VWAP) on the price calculation dates
during the exercise period. Furthermore, the Allottee commits to exercise the 45th Stock Acquisition Rights, a number
corresponding to 8,000,000 shares or more, in principle within 67 price calculation days (First-Half Commitment)on or after the Trading Day following the date on which the 45th Stock Acquisition Rights are issued. The
combination of this “First-Half Commitment” and the aforementioned “Full Commitment” are characteristic of theCommitted Issue.
Committed Issue Program
The combination of three Committed Issues is the feature of this funding (Committed Issue Program). As with the45th Stock Acquisition Rights, the Allottee makes a full commitment in principle within 97 price calculation days
and a first-half commitment in principle within 52 price calculation days, from April 26, 2019 for the 46th StockAcquisition Rights (however, if the Full Commitment period is moved forward due to an Instruction for FrontLoading Exercise, this date shall be the first date of this moved-forward Full Commitment Period), and from April
27, 2020 for the 47th Stock Acquisition Rights (however, if the Full Commitment Period is moved forward due to an
Instruction for Front-Loading Exercise, this date shall be the first date of this moved-forward Full CommitmentPeriod) on the condition that both the one-month average daily trading volume and the three-month average daily
trading volume exceed 950,000 shares for the periods ending on the Trading Day immediately preceding the exercise
start date. For the 46th Stock Acquisition Rights and the 47th Stock Acquisition Rights, the design is such that thestock acquisition rights cannot be exercised before the start of each Full Commitment Period. By distributing theexercisable timing of the stock acquisition rights among three exercise periods, a high probability of funding will beprovided over the upcoming three-year period. Furthermore, depending on the share price situation and the situation
regarding the demand for funds, if SymBio decides that it would be rational to move forward the exercise of the 46th
Stock Acquisition Rights and the 47th Stock Acquisition Rights, it may issue an Instruction for Front-Loading
Exercise. Conditions for issuing an Instruction for Front-Loading Exercise are that SymBio does not possess
undisclosed insider information, that no portion of the 45th Stock Acquisition Rights is remaining when an Instruction
for Front-Loading Exercise is issued on the 46th Stock Acquisition Rights, and that no portion of the 46th Stock
Acquisition Rights is remaining when an Instruction for Front-Loading Exercise is issued on the 47th Stock
Acquisition Rights.
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45th Stock Acquisition

46th Stock Acquisition

47th Stock Acquisition

RightsRightsRights

20,000,000 units

15,000,000 units

15,000,000 units

Total issue price¥10,800,000¥6,600,000¥5,700,000

Total exercise¥4,140,000,000¥3,135,000,000¥3,165,000,000

In principle, a period ofIn principle, a period ofIn principle, a period of

approximately 6 months

approximately 4.5 months

approximately 4.5 months

after issuance

one year after issuance

two years after issuance

92% of the average VWAP

93% of the average VWAP

94% of the average VWAP

over a period of fiveover a period of fiveover a period of fivecalculation days

calculation days

calculation days

Commitment, in principle,Commitment, in principle,Commitment, in principle, toFull

to exercise all of theto exercise all of theexercise all of the Warrants

commitment

Warrants issued within 122

Warrants issued within 97

issued within 97 priceprice calculation days

price calculation days*

calculation days*

Commitment, in principle,Commitment, in principle,Commitment, in principle, toFirst-halfto exercise 40% or more of

to exercise 40% or more of

exercise 40% or more of thecommitment

the Warrants issued within

the Warrants issued within

Warrants issued within 52

67 price calculation days

52 price calculation days*

price calculation days*

April 26, 2018

April 26, 2019

April 27, 2020

October 23, 2018

September 17, 2019

September 16, 2020

Yes

Yes

Yes

Number of stockacquisitionrights issued

price
Expected
exercise period

Exercise price

Expected startdate of initial
exercise
Expected final
date of fullcommitment
Issuer’s Call
Clause*Conditions are that the one-month average daily trading volume and the three-month average daily trading
volume exceed 950,000 shares for the periods ending on the Trading Day immediately preceding theexercise start date.
Note: The total amount paid upon the exercise of the Stock Acquisition Rights assumes the exercise of all stockacquisition rights at the initial exercise price. The amount of funds actually raised may vary, depending on themarket environment at the exercise timing of the Stock Acquisition Rights.

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