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    7342   JP3155360005

WEALTHNAVI INC.

(7342)
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WealthNavi : Notice Regarding Issuance of New Shares and Secondary Offering of Shares by way of International Offering

11/18/2021 | 02:12am EST

November 18, 2021

Company Name: WealthNavi Inc.

Representative: Kazuhisa Shibayama, Representative Director and CEO

(Code Number: 7342 Tokyo Stock Exchange Mothers)

Inquiries: Gaku Hirose, Director, CFO (TEL.03-6632-4911)

Notice Regarding Issuance of New Shares and Secondary Offering of Shares

by way of International Offering

WealthNavi Inc. ("the Company") hereby announces that on November 18, 2021, its board of directors has resolved matters relating to the issuance of new shares by way of an international offering (the "International Primary Offering") and the secondary offering of shares by way of an international offering (the "International Secondary Offering" and together with the International Primary Offering, the "International Offering") as set forth in 1. and 2. below.

1. Issuance of new shares by way of an international offering

(1) Class and Number of Shares to be

940,000 new shares of common stock of the Company

Offered

(2)

Method of Pricing

The amount to be paid in will be determined on November 18, 2021 or

November 19, 2021 (the "Pricing Date") by a process equivalent to the

book building process set out under Article 25 of the Regulations

Concerning Underwriting, etc. of Securities provided by the Japan

Securities Dealers Association ("JSDA").

(3)

Method of Offering

The offering will be made in the international market (excluding the United

States and Canada) mainly in Europe and Asia, and all of the shares

described in (1) above shall be severally and not jointly purchased by

several underwriters (the "Underwriters").

The issue price (offer price) with regard to the International Primary

Offering will be determined based on the provisional range calculated by

multiplying the closing price of regular trading of the common stock of the

Company on the Tokyo Stock Exchange on the Pricing Date (or, if no

closing price is quoted on that date, the closing price of the immediately

preceding date) by 0.90 ~ 1.00 (with any fraction less than one yen being

rounded down), by a process equivalent to the book building process set

out under Article 25 of the Regulations Concerning Underwriting, etc. of

Securities provided by JSDA, taking into account market demand and

other conditions.

Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of making a public announcement regarding the International Offering, and not for the purpose of soliciting investment, etc. within or outside Japan. This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. No public offering of the securities will take place in the United States.

1

(4)

Payment Date

December 3, 2021

(5)

Subscription Unit

100 shares

(6)

Delivery Date

December 6, 2021

(7)

The amount to be paid in, the amount of increase in capital stock and capital reserve, the issue price (offer price),

and any other matters necessary for the International Primary Offering will be delegated to Kazuhisa Shibayama,

Representative Director and CEO or the person delegated thereby.

2. Secondary offering of shares by way of an international offering

(1)

Class and Number of Shares to be

2,000,000 shares of common stock of the Company.

Sold

(2)

Selling Shareholder

SBI Holdings, Inc.

(3)

Selling Price

Undetermined (The selling price shall be determined on the Pricing Date;

provided, however, that such selling price shall be the same as the issue

price (offer price) for the new shares as set out in 1. above.)

(4)

Method of Offering

The offering will be made in the international market (excluding the United

States and Canada) mainly in Europe and Asia, and all of the shares

described in (1) above shall be severally and not jointly purchased by the

Underwriters.

(5)

Subscription Unit

The subscription unit shall be the same as the subscription unit set out in

1. above.

(6)

Delivery Date

The delivery date shall be the same as the delivery date set out in 1. above.

(7)

The approval of the selling price and any other matters necessary for the International Secondary Offering will

be delegated to Kazuhisa Shibayama, Representative Director and CEO or the person delegated thereby.

(8)

If the International Primary Offering is cancelled, the International Secondary Offering shall also be cancelled.

Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of making a public announcement regarding the International Offering, and not for the purpose of soliciting investment, etc. within or outside Japan. This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. No public offering of the securities will take place in the United States.

2

Use of Proceeds raised this time

With respect to the net proceeds from the International Primary Offering, which we estimate to be, in total, approximately 2,872 million yen, the Company intends to use as investment funds for future growth as follows, and until the specific timing of use, the Company intends to invest the proceeds in financial instruments, etc. with a high degree of safety.

  1. Advertising expenses to acquire new customers
    2,441 million yen for advertising expenses to improve recognition and promote understanding of the Company's services, including the robo-advisor "WealthNavi" as the Company's wealth management service and "Robo- NISA" as the Company's new service that enables automated wealth management through the NISA account.
  2. Recruitment and personnel expenses for business expansion
    431 million yen for recruitment and personnel expenses for engineers necessary for developing new services with a view to becoming a "personal finance platform" and additional functions for the robo-advisor "WealthNavi", and sales and marketing personnel necessary for acquiring new customers and expanding alliance partners, in order to expand our business.
    The estimated net proceeds amount above was calculated based on the closing price of the Company's shares on November 17, 2021 as reported by the Tokyo Stock Exchange, Inc.

Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of making a public announcement regarding the International Offering, and not for the purpose of soliciting investment, etc. within or outside Japan. This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. No public offering of the securities will take place in the United States.

3

Disclaimer

WealthNavi Inc. published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 07:11:08 UTC.


ę Publicnow 2021
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Financials
Sales 2021 4 642 M 40,7 M 40,7 M
Net income 2021 -315 M -2,76 M -2,76 M
Net cash 2021 8 349 M 73,2 M 73,2 M
P/E ratio 2021 -238x
Yield 2021 -
Capitalization 76 826 M 675 M 673 M
EV / Sales 2021 14,8x
EV / Sales 2022 9,61x
Nbr of Employees 91
Free-Float 73,4%
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Number of Analysts 0
Last Close Price 1 635,00 
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Managers and Directors
Kazuhisa Shibayama Chief Executive Officer & Representative Director
Gaku Hirose Chief Financial Officer & Director
Ken Okamoto Chief Technology Officer & Executive Officer
Sumito Togo Independent Director
Shinsuke Mitsui Chief Marketing Officer & Executive Officer
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