Sosei : Announces Determination of the Issuance Terms for its Convertible Bonds

PRESS RELEASE

Sosei Announces Determination of the Issuance Terms for its Convertible Bonds

Tokyo, Japan and Cambridge, UK, 7 July 2021 - Sosei Group Corporation ("Sosei"; TSE Mothers Index: 4565) announces that it has determined the issuance terms and certain other matters for its Euro-yen denominated convertible bonds due 2026 (the "Bonds"; the stock acquisition rights incorporated therein shall be referred to as the "Stock Acquisition Rights"), the issuance and offering of which was resolved at the meeting of its Board of Directors held on 7 July 2021.

Particulars of the Bonds
(1)	Aggregate Principal Amount:	¥30,000,000,000
(2)	Interest Rate:	0.25% per annum on the outstanding principal
		amount of the Bonds

Particulars of the Stock Acquisition Rights

1. The Value of the Asset to be Contributed to Capital upon Exercise: Equal to the principal amount of the Bonds

(2) Conversion Price:¥2,235 (For Reference)

Share Price, etc. on the Pricing Date (7 July 2021)

1. Share Price (Closing Price) on the Tokyo Stock Exchange:¥1,825
2. Conversion Premium

[{(Conversion Price)/(Closing Price of the Shares) - 1} x 100] = 22.5%

*The Conversion Premium is being calculated on the basis of the closing price of the Shares.

Concurrent Repurchase and Cancellation of Existing Convertible Bonds

Sosei has determined that it will repurchase ¥15,750,000,000 in aggregate principal amount of the outstanding ¥16,000,000,000 0.5% Convertible Bonds due 2025 (ISIN: XS2198851219), which will be cancelled by Sosei after the repurchase.

-ENDS-

PRESS RELEASE

About Sosei Heptares

We are an international biopharmaceutical group focused on the discovery and early development of new medicines originating from our proprietary GPCR-targeted StaR® technology and structure-based drug design platform capabilities. We are advancing a broad and deep pipeline of novel medicines across multiple therapeutic areas, including neurology, immunology, gastroenterology and inflammatory diseases.

We have established partnerships with some of the world's leading pharmaceutical companies and multiple emerging technology companies, including AbbVie, AstraZeneca, Biohaven, Genentech (Roche), Novartis, Pfizer and Takeda. Sosei Heptares is headquartered in Tokyo, Japan with corporate and R&D facilities in Cambridge, UK.

"Sosei Heptares" is the corporate brand and trademark of Sosei Group Corporation, which is listed on the Tokyo Stock Exchange (ticker: 4565). Sosei, Heptares, the logo and StaR® are trademarks of Sosei Group companies.

For more information, please visit https://www.soseiheptares.com/

LinkedIn: @soseiheptaresco| Twitter: @soseiheptaresco| YouTube: @soseiheptaresco

This press release has been prepared for the sole purpose of publicly announcing the issuance of the Bonds, and not for the purpose of soliciting investment. No offer or sale of the Bonds will be made in Japan.

In addition, this press release is not an offer of securities for sale in the United States and nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities referred to herein have not been, and will not be registered under the Securities Act. If any public offering of securities is to be made in the United States, it will be by means of a prospectus prepared pursuant to the provisions of the Securities Act. Sosei does not intend to conduct a public offering of the Bonds in the United States.

Note on translation

This is a summary translation of the original Japanese document and is provided for informational purpose only. If there are any discrepancies between this and the original, the original Japanese document prevails.