Skylark : Notice Regarding Determination of Issue Price, Selling Price and Other Matters

	May 31, 2021
Company:	SKYLARK HOLDINGS CO., LTD.
Representative:	Makoto Tani, Chairman, President & CEO
	(Securities Code: 3197; TSE First Section)
Contact:	Public Relations
	(TEL: [phone])

Notice Regarding Determination of Issue Price, Selling Price and Other Matters

SKYLARK HOLDINGS CO., LTD. (the "Company") hereby announces that in connection with the issuance of its new shares and the secondary offering of its shares which were resolved at the board meeting held on May 21, 2021, the issue price, the selling price and other matters have been determined as follows.

1. Issuance of new shares by way of public offering

1. Class and number of shares to be offered

1. Issue price (offer price)(Note 1)
2. Total amount of issue price(Note 2)
3. Amount to be paid(Note 1)
4. Total amount to be paid(Note 2)
5. Amount of stated capital and capital reserves to be increased(Note 2)
6. Subscription period
   (in the Japanese Public Offering)
7. Payment date

27,065,300 shares of common stock of the Company, being the aggregate of (i) through (iii) described below:

1. 19,565,300 shares of common stock of the Company, issued for purchase by the Japanese Joint Lead Managers in the Japanese Public Offering;
2. 6,521,800 shares of common stock of the Company, issued for purchase by the International Managers in the International Offering; and
3. A maximum of 978,200 shares of common stock of the Company, additionally issued for purchase by the International Managers in the International Offering upon exercise of the option. ¥1,495 per share
   ¥40,462,623,500
   ¥1,433.32 per share ¥38,793,235,796

The amount of stated capital to be increased:

¥19,396,617,898

The amount of capital reserves to be increased: ¥19,396,617,898

From June 1, 2021 (Tue) through June 2, 2021 (Wed) June 7, 2021 (Mon)

Notes: 1. The Japanese Joint Lead Managers and the International Managers shall purchase the shares at the amount to be paid and offer the shares at the issue price (offer price).

2. These figures are based on the assumption that the International Managers exercise all of the option set forth in (1)(iii) above.

Note: This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to above have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"). The securities referred to above may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

2. Secondary offering of shares (offering by way of over-allotment)

1. Class and number of shares to be offered
2. Selling price
3. Total amount of selling price
4. Subscription period

2,934,700 shares of common stock of the Company

¥1,495 per share ¥4,387,376,500

From June 1, 2021 (Tue) through June 2, 2021 (Wed)

(5)

Delivery date

June 8, 2021 (Tue)

3. Issuance of new shares by way of third-party allotment

(1)

Amount to be paid

¥1,433.32 per share

1. Total amount to be paid
2. Amount of stated capital and capital reserves to be increased

Up to ¥4,206,364,204

The amount of stated capital to be increased: Up to ¥2,103,182,102

The amount of capital reserves to be increased: Up to ¥2,103,182,102

(4)	Subscription period	June 25, 2021	(Fri)
	(subscription date)
(5)	Payment date	June 28, 2021	(Mon)

Reference

1. Calculation of issue price and selling price

(1)	Calculation reference date and price:	May 31, 2021 (Mon)	¥1,542
(2)	Discount rate:	3.05%

2. Syndicate cover transaction period

From June 3, 2021 (Thu) through June 22, 2021 (Tue)

3. Use of proceeds

Of the approximate maximum net total proceeds of 42,609,600,000 yen from the Japanese Public Offering, the International Offering, and the third-party allotment, (i) 3,000,000,000 yen is expected to be used by the end of December 2022 for capital expenditures for factory equipment to improve productivity and to implement new businesses, (ii) 6,000,000,000 yen is expected to be used by the end of December 2022 for capital expenditures for digital technology to improve customer convenience and restaurant productivity and implement new businesses, (iii) 6,000,000,000 yen is expected to be used by the end of December 2023 for capital expenditures for new restaurant openings in Japan and overseas, and (iv) 10,000,000,000 yen is expected to be used by the end of December 2023 for capital expenditures for brand conversions and renovations of existing restaurants, among other uses. Any remainder will be used by the end of July 2021 for repayment of short-term debt under the long- term commitment line agreement dated February 12, 2021.

For more information, please refer to the "Notice Regarding Issuance of New Shares and Secondary Offering of Shares" announced on May 21, 2021.

End.

Note: This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to above have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"). The securities referred to above may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.