TIDM56ID
RNS Number : 1365Q
Softbank Corp
29 July 2010
July 29, 2010
Issuance of Stock Acquisition Rights
(Stock Options with Charge)
SOFTBANK CORP. (hereafter "the Company") announces that its Board of Directors
resolved the issuance of stock acquisition rights (hereafter "the Stock
Acquisition Rights") to certain directors, corporate officers and employees of
the Company and subsidiaries of the Company pursuant to Article 236, 238 and 240
of the Corporate Law as stated below at the Board of Directors' meeting held on
July 29, 2010.
The Stock Acquisition Rights will be issued without approval of a general
meeting of shareholders as these are issued with charge at the price equivalent
to the fair value of the Stock Acquisition Rights, and not particularly
favorable for individuals who are allotted the Stock Acquisition Rights.
I Reason for Issuance of the Stock Acquisition Rights
This is to issue Stock Acquisition Rights with charge to directors, corporate
officers and senior employees of the Company and subsidiaries of the Company,
in order to encourage their motivation on enhancing the corporate value of the
Company. The Stock Acquisition Rights are exercisable only when preassigned
criteria of the Company's consolidated financial results are achieved as
stipulated in "II Outline of the issuance of the Stock Acquisition Rights, 1.
Features of the Stock Acquisition Rights, (6) Conditions for the exercise of the
Stock Acquisition Rights."
II Outline of the issuance of the Stock Acquisition Rights
1. Features of the Stock Acquisition Rights
(1) Class and number of shares to be issued or transferred upon exercise of the
Stock Acquisition Rights
The class of shares to be issued or transferred upon exercise of the Stock
Acquisition Rights shall be common stock of the Company, and the number of
shares to be issued or transferred upon exercise of each of the Stock
Acquisition Rights (hereafter "the Number of Shares to be Allotted") shall be
100 (the number of shares to be issued or transferred upon exercise of total of
the Stock Acquisition Rights is initially limited to 4,000,000).
Provided, however, that in the event the Company conducts, with respect to the
shares of its common stock, a stock split or a consolidation of shares, the
Number of Shares to be Allotted shall be adjusted using the following formula.
Such adjustment shall be made only to the Number of Shares to be Allotted for
the Stock Acquisition Rights, which have not yet been exercised at the time of
the adjustment. Any amount less than one share arising from the adjustment
shall be rounded down.
Number of Shares to be Allotted after adjustment= Number of Shares to be
Allotted before adjustment x ratio of stock split or stock consolidation
Other than the above, in the event it becomes necessary to adjust the Number of
Shares to be Allotted for the Stock Acquisition Rights, the Number of Shares to
be Allotted may be adjusted by the Company within the scope deemed reasonable.
Such adjustment shall be made only to the Number of Shares to be Allotted for
the Stock Acquisition Rights, which have not yet been exercised at the time of
the adjustment. Any amount less than one share arising from the adjustment
shall be rounded down.
(2) Amount of assets to be contributed upon exercise of the Stock Acquisition
Rights
The assets to be contributed upon exercise of the Stock Acquisition Rights shall
be cash, and the amount of the assets to be contributed upon exercise of each of
the Stock Acquisition Rights shall be an amount obtained by multiplying the
price per share to be issued or transferred upon exercise of the Stock
Acquisition Rights hereafter defined (hereafter "the Exercise Price",by the
Number of Shares to be Allotted defined in (1) above.
Exercise Price: JPY 2,625
Provided, however, that in the event the Company conducts, with respect to the
shares of its common stock, a stock split or a consolidation of shares, the
Exercise Price shall be adjusted using the following formula with any amount
less than one yen arising from the adjustment rounded up.
Exercise Price Exercise Price 1
after adjustment = before adjustment ×Ratio of stock split or stock
consolidation
In the event the Company newly issues shares of common stock or disposes of its
treasury shares of common stock at a price below the current quotation
(excluding the case upon exercise of Stock Acquisition Rights), the Exercise
Price shall be adjusted using the following formula with all figures less than
one yen arising from the adjustment rounded up.
+----+------------+---+------------+---+-------------+---+--------+---+---------+
| | | | | | No. |+ | No. of |× | Amount |
| | | | | | of | | shares | | to be |
| | | | | | outstanding | | newly | | paid |
| | | | | | shares | | issued | | per |
| | | | | | | | | | share |
+----+------------+---+------------+---+ + +--------+---+---------+
| | Exercise |= | Exercise |× | | | Quotation per |
| | Price | | Price | | | | share |
| | after | | before | | | | |
| | adjustment | | adjustment | | | | |
+----+ + + + +-------------+---+----------------------+
| | | | | | No. of outstanding shares |
| | | | | | + No. of shares newly |
| | | | | | issued |
+----+------------+---+------------+---+-------------+---+--------+---+---------+
The "number of outstanding shares" provided in the above formula is derived by
deducting the number of treasury shares of common stock of the Company from the
total number of issued shares of common stock of the Company. In the event the
Company disposes of its treasury shares of common stock, the gnumber of shares
newly issuedh shall be replaced by the "number of treasury shares to be disposed
of".
Other than the above, in the event it becomes necessary to adjust the Exercise
Price for the Stock Acquisition Rights, the Exercise Price may be adjusted by
the Company within the scope deemed reasonable.
(3) Period during which the Stock Acquisition Rights are exercisable
Period during which the Stock Acquisition Rights are exercisable (hereafter "the
Exercise Period") is from July 1, 2012 to June 30, 2017.
(4) Matters concerning the capital and capital reserve to be increased
(A) The amount of capital to be increased due to the issuance of shares upon
exercise of the Stock Acquisition Rights shall be one half (1/2) of the maximum
amount of increases of the capital, etc. to be calculated according to Article
17, Paragraph 1 of the Corporate Accounting Regulations, with any amount less
than one yen arising from such calculation to be rounded up.
(B) The amount of capital reserve to be increased due to the issuance of shares
upon exercise of the Stock Acquisition Rights shall be the amount obtained by
deducting the amount of capital to be increased set forth in (A) above, from the
maximum amount of increases of the capital, etc. set forth in (A) above.
(5) Restriction on the acquisition of the Stock Acquisition Rights through
transfer
Any acquisition of the Stock Acquisition Rights through transfer shall require
the approval of the Board of Directors of the Company.
(6) Conditions for the exercise of the Stock Acquisition Rights
(A) A holder of the Stock Acquisition Rights (hereafter "Right Holder") may
exercise the Stock Acquisition Rights only if all the conditions below (i), (ii)
and (iii) are fulfilled.
(i) Total amount of free cash flow in the Consolidated Statements of Cash Flows
for the fiscal year ending March 2010, 2011 and 2012, which will be stated in
the Annual Security Report to be submitted by the Company in accordance with the
Financial Instruments and Exchange Law, must be more than JPY 1 trillion. Free
cash flow shall be calculated using the following formula.
Free cash flow =
Cash flows from operating activities + Cash flows from investing activities
(ii) Amount of net interest-bearing debt in the Consolidated Balance Sheet for
the fiscal year ending March 2012, which will be stated in the Annual Security
Report to be submitted by the Company in accordance with the Financial
Instruments and Exchange Law, must be less than JPY 0.97 trillion. Net
interest-bearing debt shall be calculated using the following formula.
Net interest-bearing debt = Interest-bearing debt - cash position
Interest-bearing debt = short-term borrowings + commercial paper + current
portion of corporate bonds + corporate bonds + long-term borrowings.
Interest-bearing debt shall not include following (a) and (b).
(a) Lease obligations
(b) Corporate bonds (WBS Class B2 Funding Notes, issued by J-WBS Funding K.K.)
with a face value of JPY 27,000 million acquired by the Company during the
fiscal year ended March 2010 that were issued under the whole business
securitization scheme associated with the acquisition of Vodafone K.K.
Cash position = cash and cash deposits + marketable securities recorded as
current assets
(iii) Total amount of operating income in the Consolidated Statements of Income
for the fiscal year ending March 2011 and 2012, which will be stated in the
Annual Security Report to be submitted by the Company in accordance with the
Financial Instruments and Exchange Law, must be more than JPY 1.1 trillion.
(B) The number of the Stock Acquisition Rights exercisable during the period
from (i) to (iv) by Right Holder shall be limited as below. Any amount less
than one of the exercisable number of the Stock Acquisition Rights shall be
rounded down.
(i) 50% of the allotted Stock Acquisition Rights including the Stock
Acquisition Rights exercised during the period (i) above may be exercised during
the period from July 1, 2013, to June 30, 2014.
(ii) 75% of the allotted Stock Acquisition Rights including the Stock
Acquisition Rights exercised during the period (i) and (ii) above may be
exercised during the period from July 1, 2014, to June 30, 2015.
(iii) All of the allotted Stock Acquisition Rights including the Stock
Acquisition Rights exercised during the period (i), (ii) and (iii) above may be
exercised during the period from July 1, 2015, to June 30, 2017.
(C) Right Holder may not exercise the Stock Acquisition Rights
yet to be exercised if he/she loses all of his/her positions as director or
employee (including corporate officer) of the Company or subsidiaries of the
Company (hereafter, "Qualification for Exercise of Right").
(D) Regardless of (C) above, in case that Right Holder loses
his/her Qualification for Exercise of Right due to the retirement at the Company
or subsidiaries of the Companyfs convenience, he/she may exercise the Stock
Acquisition Rights which he/she could exercise if he/she had not lost his/her
Qualification for Exercise of Right only until the day on which 1 year from the
loss of Qualification for Exercise of Right passes or the expiration of the
Exercise Period, whichever is earlier, when the Company approves in writing,
with due consideration of various facts, him/her to exercise the Stock
Acquisition Rights.
(E) Regardless of (C) and (D) above, in case that Right Holder loses his/her
Qualification for Exercise of Right (excluding the case of Right Holder's
death), he/she may exercise the Stock Acquisition Rights which he/she could
exercise if he/she had not lost his/her Qualification for Exercise of Right when
the Company approves in writing, with due consideration of various facts,
him/her to exercise the Stock Acquisition Rights.
(F) Regardless of (C) above, in case Right Holder dies, heirs of Right Holder
may exercise the Stock Acquisition Rights which Right Holder could exercise if
he/she was alive, until the day on which 1 year from the death of Right Holder
passes or the expiration of the Exercise Period, whichever is earlier.
(G) Regardless of (C) and (F) above, in case Right Holder dies,
heirs of Right Holder may exercise the Stock Acquisition Rights which Right
Holder could exercise if he/she was alive when the Company approves in writing,
with due consideration of various facts, the heirs of Right Holder to exercise
the Stock Acquisition Rights.
(H) Except as specified in (F) and (G) above, it is not permitted to inherit the
Stock Acquisition Rights. It is also not permitted to inherit the Stock
Acquisition Rights again in case the heirs of Right Holder die.
(I) In case the total number of issued shares of the Company exceeds the total
number of authorized shares of the Company, or the total number of issued shares
of common stock of the Company exceeds the total number of authorized shares of
common stock of the Company, through the exercise of the Stock Acquisition
Rights, Right Holder may not exercise the Stock Acquisition Rights.
(J) Right Holder may not exercise the Stock Acquisition Rights yet to be
exercised if he/she falls under any of sub-items (i) to (vi).
(i) In case Right Holder receives suspension or severer disciplinary
punishment stipulated in the working regulations, when he/she is an employee
(including corporate officer) of the Company or subsidiaries of the Company.
(ii) In case Right Holder falls under any reason of disqualification
stipulated in Article 331, Paragraph 1 of the Corporate Law, when he/she is a
director of the Company or subsidiaries of the Company.
(iii) In case Right Holder carries out competition transaction stipulated in
Article 356, Paragraph 1, Item 1 of the Corporate Law without due formality,
when he/she is a director of the Company or subsidiaries of the Company.
(iv) In case Right Holder carries out conflict interest transaction stipulated
in Article 356, Paragraph 1, Item 2 or 3 of the Corporate Law without due
formality, when he/she is a director of the Company or subsidiaries of the
Company.
(v) In case Right Holder is sentenced to imprisonment or severer penalty.
(vi) In case Right Holder carries out an act regarded as discreditable or
disloyal to the Company or subsidiaries or affiliates of the Company.
(7) Conditions for acquisition of the Stock Acquisition Rights by the Company
(A) The Company may acquire the Stock Acquisition Rights without compensations
at the arrival of the day prescribed by the Board of Directors of the Company,
in case an agenda for approval of a merger agreement, under which the Company
shall be defunct, an absorption-type company split agreement or an
incorporation-type company split plan, under which the Company shall be split, a
share exchange agreement or a share transfer plan, under which the Company shall
be a wholly-owned subsidiary, is approved at a general meeting of shareholders
of the Company (or, if approval of a general meeting of shareholders is not
required, is resolved at the Board of Directors of the Company).
(B) The Company may acquire the Stock Acquisition Rights without compensations
at the arrival of the day prescribed by the Board of Directors of the Company in
case Right Holder comes to be unable to exercise all or part of the Stock
Acquisition Rights in accordance with (6) above.
(C) The Company may acquire the Stock Acquisition Rights without
compensation at the arrival of the day prescribed by the Board of Directors of
the Company in case Right Holder renounces all or part of the Stock Acquisition
Rights.
(D) The Company may acquire the Stock Acquisition Rights without
compensation at the arrival of the day prescribed by the Board of Directors of
the Company in case a general meeting of shareholders of the Company approves
the acquisition of all of the class shares subject to wholly call in accordance
with Article 171, Paragraph 1 of the Corporate Law.
(8) Treatment of the Stock Acquisition Rights upon the acts of structural
reorganization
In case the Company conducts a merger (limited to the case where the Company is
to be extinguished as a result of the merger), an absorption-type company split,
an incorporation-type company split, a share exchange or a share transfer
(hereafter collectively referred to as "the acts of structural reorganization"),
Stock Acquisition Rights of the companies listed in (a) to (e) of Article 236,
Paragraph 1, Item 8, of the Corporate Law (hereafter "the Reorganized Company")
shall be delivered, in each of the above cases, to Right holders holding the
Stock Acquisition Rights remaining at the effective time of the relevant acts of
structural reorganization (hereafter gthe Remaining Stock Acquisition Rightsh)
according to the following conditions. In this case, Remaining Stock Acquisition
Rights shall be extinguished. Provided, however, that the foregoing shall be on
the condition that delivery of Stock Acquisition Rights of the Reorganized
Company in accordance with the following conditions is stipulated in an
absorption-type merger agreement, a consolidation-type Merger Agreement, an
absorption-type company split agreement, an incorporation-type company split
plan, a stock change agreement or a stock transfer plan.
(A) Number of Stock Acquisition Rights of the Reorganized Company to be
delivered
The identical number of Stock Acquisition Rights to the number of the Remaining
Stock Acquisition Rights held by Right Holder shall be delivered respectively.
(B) Class of shares of the Reorganized Company to be issued or transferred upon
exercise of Stock Acquisition Rights
Shall be shares of common stock of the Reorganized Company.
(C) Number of shares of the Reorganized Company to be issued or
transferred upon exercise of Stock Acquisition Rights
Shall be determined in accordance with (1) above based on the consideration of
conditions for the acts of structural reorganization, etc.
(D) Amount of assets to be contributed upon exercise of Stock Acquisition
Rights
Shall be determined in accordance with (2) above based on the consideration of
conditions for the acts of structural reorganization, etc.
(E) Period during which Stock Acquisition Rights are exercisable
Shall be from commencing date of the Exercise Period stipulated in (3) above, or
the effective date of the acts of structural reorganization, whichever is later,
to expiry date of the Exercise Period stipulated in (3) above.
(F) Conditions for the exercise of Stock Acquisition Rights
Shall be determined in accordance with (6) above.
(G) Matters concerning the capital and capital reserve to be
increased when shares are issued upon exercise of Stock Acquisition Rights
Shall be determined in accordance with (4) above.
(H) Restriction on acquisition of Stock Acquisition Rights through transfer
Acquisition of Stock Acquisition Rights through transfer shall require the
approval by the Reorganized Company.
(I) Conditions for acquisition of Stock Acquisition Rights
Shall be determined in accordance with (7) above
(J) Treatment of Stock Acquisition Rights upon the acts of structural
reorganization
Shall be determined in accordance with (8)
(K) In case the number of shares to be delivered to the holders who have
exercised Stock Acquisition Rights includes any fraction less than one share,
such fraction shall be rounded down.
(9) Handling of fraction less than one share to be delivered
In case the number of shares to be delivered to Right Holders who have exercised
the Stock Acquisition Rights includes any fraction less than one share, such
fraction shall be rounded down.
(10) Matters concerning certificates of the Stock Acquisition Rights
Certificates of the Stock Acquisition Rights shall not be issued.
2. Total number of the Stock Acquisition Rights
40,000 units
3. Money to be paid in exchange for the Stock Acquisition Rights
The amount of the money to be paid in exchange for the Stock Acquisition Rights
shall be JPY 2,900 per the stock acquisition right. The amount is determined
based on the result of the Monte Carlo simulation, a general model for option
price valuation, considering the stock price information of the Company, etc. by
PLUTUS CONSULTING Co., Ltd, a third party evaluation organization.
4. Allotment date of the Stock Acquisition Rights
August 27, 2010
5. Due date of payment in exchange for the Stock Acquisition Rights
September 10, 2010
6. Due date for application
August 20, 2010
7. Persons to be allotted the Stock Acquisition Rights, their number, and
number of the Stock Acquisition Rights to be allotted
40,000 units to 300 directors, corporate officers or employees of the Company or
subsidiaries of the Company.
The number of the persons stated above is the number expected when this press
release is submitted and it may change.
The number of the Stock Acquisition Rights stated above is the number of upper
limit for issuance, and it may decrease according to the number of applications,
etc.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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