RNS Number:3347S
NEC Corporation
21 November 2003




 Notice Concerning Issuance of New Shares and Secondary Offering of Our Shares



Tokyo, November 21, 2003 - NEC Corporation ("Company") (Code No. 6701) approved
the issue and offer for sale of new shares at the meeting of board of directors
held on November 21, 2003 as follows:



1. Offering of Newly Issued Shares



(1) Number of Shares to be Issued

    250,000,000 shares of common stock


    154,000,000 shares are to be offered in Japan and 96,000,000 shares are to
    be offered outside Japan. However, the definitive number of shares to be
    offered in or outside Japan will be determined on any date during the period
    beginning on Monday, December 8, 2003, and ending on Wednesday, December 10,
    2003 ("Pricing Date") taking into account the demand for the shares.



(2) Issue Price

    The Issue Price will be determined on the Pricing Date in accordance with
    the method provided under Section 7-2 of the Rules of Fair Practice Number
    14 of the Japan Securities Dealers Association.



(3) Portion of Issue Price not to be Accounted to Stated Capital

    The amount obtained by subtracting the amount accounted to stated capital
    from the issue price determined in accordance with the method provided in
    (2) above. The amount accounted to stated capital shall be a half of the
    Issue Price, with any fraction less than a yen resulting from the
    calculation being rounded to a full yen.

(4) Offering Price

    The Offering Price shall be determined on the Pricing Date, taking into
    account the market demand for the shares and shall be determined by the
    closing price of our common stock (with any fraction less than a yen being
    rounded to zero) on the Tokyo Stock Exchange, Inc., on the Pricing Date
    multiplied by 90 to 100 basis points. (If the Tokyo Stock Exchange, Inc.
    does not provide a closing pricing on the Pricing Date, the closing price
    provided on the business day immediately preceding the Pricing Date shall be
    used.)

(5) Offering Method

    Shares will be offered simultaneously in Japan and overseas.
    (i) Japanese Offering
    Shares shall be publicly offered and shall be jointly underwritten by the
    Japanese underwriters.
    (ii) International Offering
    Shares shall be offered in overseas markets, and shall be severally
    underwritten by the international managers.



(6) Fees to Underwriters

    Underwriters shall purchase the shares at the Issue Price and sell the
    shares at the Offering Price in each offering. The difference between the
    Issue Price and the Offering Price shall be their underwriting fees. The
    Company shall not pay any separate underwriting fees.



(7) Subscription Period (in Japanese Offering)

    The Subscription Period in the Japanese Offering shall be from Thursday,
    December 11, 2003, to Monday, December 15, 2003. Such period is subject to
    change based on market demand. The earliest Subscription Period shall be
    from Tuesday, December 9, 2003, to Thursday, December 11, 2003.



(8) Payment Date

    The Payment Date shall be any date during the period beginning on Tuesday,
    December 16, 2003, and ending on Thursday, December 18, 2003. As stated in
    (7) above, the Subscription Period may be changed to an earlier period. The
    earliest Payment Date shall be Tuesday, December 16, 2003.



(9) Stock Certificate Delivery Date

    Stock Certificate Delivery Date shall be any date during the period
    beginning on Wednesday, December 17, 2003, and ending on Friday, December
    19, 2003. As stated in (7) above, the Subscription Period may be changed to
    an earlier period. The earliest Stock Certificate Delivery Date shall be
    Wednesday, December 17, 2003.



(10) Initial Date for Dividend Accrual

    Wednesday, October 1, 2003



(11) Unit of Shares for Offering

    1,000 shares



(12) The Japanese Offering is subject to the effectiveness of the Securities
Registration Statement under the Securities and Exchange Law of Japan.



2. Secondary Offering of Our Shares (upon Exercise of Over-Allotment Option)



(1) Number of Shares to be Sold

    23,000,000 shares of common stock
    The number of shares mentioned above indicates the maximum number to be
    sold, and the actual number of shares to be sold shall be determined on the
    Pricing Date provided in 1.(2) above, taking into account the market demand
    in the Japanese Offering. Part or all of such sales may not be made in
    certain cases, depending on the market demand in the Japanese Offering.



(2) Sales Price

    The Sales Price shall be the same as the Offering Price of offering of newly
    issued shares as mentioned in 1.(4) above.





(3) Selling Method

    The representative of the Japanese underwriters shall, taking into account
    the market demand in the Japanese Offering of newly issued shares as
    mentioned in 1. above, additionally make a secondary offering of the shares
    of up to 23,000,000 that such representative plans to borrow from the
    shareholders of the Company.



(4) Selling Period

    The Selling Period shall be the same as the Subscription Period (in the
    Japanese Offering) for newly issued shares as mentioned in 1.(7) above.



(5) Stock Certificate Delivery Date

    Stock Certificate Delivery Date shall be the same as Stock Certificate
    Delivery Date in the offering of newly issued shares as mentioned in 1.(9)
    above.



(6) Unit of Shares for Secondary Offering

    1,000 shares



(7) The Secondary Offering is subject to the effectiveness of the Securities
Registration Statement under the Securities and Exchange Law of Japan. The
Secondary Offering shall be suspended upon the suspension of offering of newly
issued shares mentioned in 1. above.





3. Issue of New Shares by Allocation to Third Party (Capital Increase by
Allocation of New Shares to Third Party in connection with the Secondary
Offering Mentioned in 2. above)



(1) Number of Shares to be Issued

    23,000,000 shares of common stock



(2) Issue Price

    Issue Price shall be the same as Issue Price of offering of newly issued
    shares as mentioned in 1.(2) above.



(3) Portion of Issue Price not to be Accounted to Stated Capital

    A portion of the Issue Price not to be accounted to stated capital shall be
    the same as a portion of the Issue Price not to be accounted to stated
    capital of offering of the newly issued shares as mentioned in 1.(3) above.



(4) Subscription Period

    Friday, January 16, 2004



(5) Payment Date

    Monday, January 19, 2004



(6) Stock Certificate Delivery Date

    Tuesday, January 20, 2004



(7) Allocation and Number of Shares

    23,000,000 shares



(8) Initial Date for Dividend Accural

    Wednesday, October 1, 2003



(9) Unit of Shares for Offering

    1,000 shares



(10) Shares that were not subscribed within the Subscription Period mentioned in
(4) above shall not be issued.



(11) The issue of new shares by allocation to a third party is subject to the
effectiveness of the Securities Registration Statement under the Securities and
Exchange Law of Japan. The issue of new shares by allocation to a third party
shall be suspended upon the suspension of offering of newly issued shares
mentioned in 1. above.


Not to be circulated in the United States.
This press release does not represent an offer of securities for sale in the
U.S. The offer and sale of securities issued by the company are not permitted in
the U.S., other than in cases where the securities have been registered under
the U.S. Securities Act of 1933 or have been exempted from the registration
requirement. An English-language prospectus will be prepared in cases where
securities are to be offered in the U.S. The prospectus will contain detailed
information on the issuing company and its management team, as well as financial
statements. NEC Corporation has no intention of registering these securities for
sale in the U.S.





                      This information is provided by RNS
            The company news service from the London Stock Exchange
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