Honda Motor Co., Ltd. Files 6-K for Secondary Share Offering

TL;DR

Honda filing 6-K for secondary share offering - watch for dilution!

AI Summary

Honda Motor Co., Ltd. filed a Form 6-K on July 5, 2024, to report a notice concerning a secondary offering of shares. The filing does not specify the number of shares, the price, or the exact date of the offering, but it indicates Honda is a foreign private issuer based in Tokyo, Japan.

Why It Matters

This filing signals potential dilution or capital raising activities by Honda, which could impact its stock price and financial structure.

Risk Assessment

Risk Level: medium — Secondary offerings can dilute existing shareholders' stakes and impact stock price, but the specifics are not yet detailed in this filing.

Key Players & Entities

• HONDA MOTOR CO LTD (company) — Filer of the 6-K report
• Honda Motor Co., Ltd. (company) — Registrant name
• July 5, 2024 (date) — Filing date

FAQ

Filing Documents

• d823528d6k.htm (6-K) — 34KB
• 0001193125-24-175281.txt ( ) — 35KB

From the Filing

Form 6-K No.1-7628 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE MONTH OF JULY 2024 COMMISSION FILE NUMBER: 1-07628 HONDA GIKEN KOGYO KABUSHIKI KAISHA (Name of registrant) HONDA MOTOR CO., LTD. (Translation of registrants name into English) 1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-FForm 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Contents Exhibit 1: Notice Concerning Secondary Offering of Shares Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HONDA GIKEN KOGYO KABUSHIKI KAISHA ( HONDA MOTOR CO., LTD. ) /s/ Sumihiro Takahashi Sumihiro Takahashi General Manager Finance Division Honda Motor Co., Ltd. Date: July 5, 2024 [Translation] July 4, 2024 To: Shareholders of Honda Motor Co., Ltd. From: Honda Motor Co., Ltd. 1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo, 107-8556 Toshihiro Mibe Director, President and Representative Executive Officer Notice Concerning Secondary Offering of Shares Honda Motor Co., Ltd. (the Company) hereby announces that it has determined the details of the secondary offering of its common stock by an approval at the meeting of the Executive Council held on July 4, 2024, as described below. From the perspective of enhancing corporate governance, the movement towards unwinding of cross-shareholdings and relation oriented shareholdings has been progressing in the Japanese market. Under such circumstances, the Company has engaged in a series of dialogues with certain shareholders, and reached the conclusion to implement a secondary offering. The objectives of the secondary offering are (i) to accelerate the liquidation of the Companys shares held in the context of cross-shareholdings and relation oriented shareholdings, and (ii) to expand and diversify the Companys shareholder base which should contribute to further enhance the management discipline. Through the secondary offering, the Company is aiming for further enhancement of its corporate value through establishing strong corporate brand and business foundation by collaborating with the quality investors who will invest and support the Company medium- to long-term. Particulars 1. Secondary Offering of Shares by way of Purchase and Subscription by the Underwriters (1) Class and number of shares to be offered 259,879,700 shares of common stock of the Company. (2) Selling shareholders and number of shares to be offered Tokio Marine & Nichido Fire Insurance Co., Ltd. 85,108,200 shares Sompo Japan Insurance Inc. 42,978,600 shares Mitsui Sumitomo Insurance Company, Limited 38,609,100 shares Mitsubishi UFJ Trust and Banking Corporation 26,701,200 shares Custody Bank of Japan, Ltd. as trustee for Sompo Japan Insurance Inc. Retirement Benefit Trust Account re-entrusted by Mizuho Trust & Banking Co., Ltd. 26,700,000 shares MUFG Bank, Ltd. 20,361,600 shares Note: This press release was not created for the purpose of offering for sale or soliciting offers for purchase for the shares of our common stock. In addition, this press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States or elsewhere. The shares of our common stock referred to above have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration thereunder or an applicable exemption from registration requirements. The shares of our common stock referred to above will not be publicly offered or sold in the United States. - 1 - Saitama Resona Bank, Limited 9,366,600 shares Mizuho Bank, Ltd. 6,154,400 shares Nomura Trust and Banking Co., Ltd. (Retirement Benefit Trust for Mitsubishi UFJ Trust and Banking Corporation) 2,400,000 shares Aioi Nissay Dowa Insurance Company, Limited 1,500,000 shares (3) Selling price Undetermined. (The selling price will be determined in accordance with the method stated in Article 25 of the Regulations Concerning Underwriting, Etc., of Securities of the Japan Securities Dealers Association, based on the provisional pricing terms calculated by multiplying the closing price of common stock of the Company in ordinary transaction on the Tokyo Stock Exchange Inc. on a certain date be

View Full Filing

View this 6-K filing on SEC EDGAR