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MarketScreener Homepage  >  Equities  >  Tokyo  >  Tokai Tokyo Financial Holdings Inc    8616   JP3577600004

TOKAI TOKYO FINANCIAL HOLDINGS INC (8616)
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Tokai Tokyo Financial : Announces Granting of Stock Options (Stock Acquisition Rights)

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08/28/2017 | 03:48am EST
Press Release 6-2, NIHONBASHI 3-CHOME, CHUO-KU, TOKYO 103-0027 JAPAN

(Securities Code 8616)

August 28, 2017

Tokai Tokyo Financial Holdings, Inc. Announces Granting of Stock Options (Stock Acquisition Rights)

Tokai Tokyo Financial Holdings, Inc. (the Company) announces that the meeting of its Board of Directors held today determined in concrete the matter regarding the offer of stock acquisition rights to be issued as stock options to such parties that include Executive Directors, and employees of both the

Company and its subsidiaries(the Parties). Such act of the meeting of the Board of Directors was approved by the 105th Ordinary Shareholders' Meeting of the Company that was held on June 29, 2017. Further, the offer of stock acquisition rights at this time has been handled in accordance with the provisions of Article 236, Article 238 and Article 239 of the Companies Act of Japan. The details of the matter are described below.

  1. Reasons necessitating the offer of stock acquisition rights with preferential conditions;

    The issuance of stock acquisition rights to the Parties is aimed at enhancing consolidated performance by providing the Parties with a common incentive to improve the performance of the Tokai Tokyo Financial group as a whole, while pursuing harmonization of the interests of the Parties with those of shareholders.

  2. The details of Allocation regarding the Parties and the number of the right to be allocated to respective group of the Parties

    Executive Directors of the Company

    2

    39 rights in total

    Employees

    245

    1,150 rights in total

    Executive Directors of the Company's subsidiaries

    2

    31 rights in total

    Sum

    249

    1,220 rights in total

    * Please note that the number of rights for each category of the Parties indicated above is the maximum quota specifically granted to the category in advance. Therefore, if the number of rights actually applied for any category fails to reach respective quota, the allocable number of rights for such category of the Parties shall be equal to the number of rights actually applied.

  3. Description of the stock acquisition right

    1. Name of the right: It is called "The Ninth Stock Acquisition Right" for identification purpose.

    2. The number of stocks the acquisition rights will be granted to:

      The number of shares to be issued upon exercise of each stock acquisition right (i.e. "number of shares granted") shall be one thousand (1,000) shares of common stock of the Company.

      In the event the Company splits its common stock (including the gratis allotment of the Company's common stock, the same being applied hereinafter) or consolidates its common stock after the allocation of stock acquisition rights is effected, the number of shares granted under stock acquisition rights which have remained unexercised at the time of the stock split or stock consolidation will be adjusted in accordance with the following formula. Any fraction of less than one (1) share resulting from the adjustment shall be disregarded;

      Adjusted number of shares grantedNumber of shares granted before adjustment × Ratio of split or consolidation

      In addition to the above, in the event of the Company's merger with another company, company split, capital reduction of the Company, or any other similar event in which adjustment of the number of shares granted is required after the allocation of the stock acquisition rights, the Company may suitably adjust the number of shares granted to the extent the Company considers reasonable.

    3. Payment in exchange of the granted stock acquisition right No payment will be required for stock acquisition rights.

    4. Value of assets to be paid-in to the Company's capital at the time of exercising stock acquisition rights, or the method of calculating such value;

      The value of assets to be paid-in at the time of exercising stock acquisition rights shall be the amount paid per share to be issued by the exercise of the stock acquisition rights (hereinafter "the exercise price") multiplied by the number of shares granted. The exercise price shall be equal to the product of (*) the price determined by the following rule × (multiplied by) 1.05. Any fraction of less than one (1) yen resulting from the calculation shall be rounded up to the nearest yen.

      (*) The price determination rule: The higher price of either the average of the daily closing prices of the common stock of the Company in regular transactions at the Tokyo Stock Exchange, Inc. on each of the trading days (excluding days on which no trading is made) in the calendar month immediately prior to the month when the stock acquisition rights are allocated, or the closing price of the common stock of the Company in regular transactions at the Tokyo Stock Exchange, Inc. on the allocation date (if there is no closing price on the allocation date, the most recent closing price prior to the allocation date shall apply).

      If the Company splits or consolidates its common stock after the allocation date, the exercise price is adjusted by the following formula, and any fraction of less than one (1) yen resulting from such adjustment shall be rounded up.

      Exercise price after adjustment

      Exercise price before adjustment

      1

      =

      ×

      Ratio of split or consolidation

      If the Company issues new shares of common stock or disposes of its treasury stocks at less than the current market price (except in the case of responding to either exercise of stock acquisition rights or request for the additional purchase of shares constituting less than one unit), then the exercise price shall be adjusted by the following formula, and any fraction of less than one (1) yen resulting from such adjustment shall be rounded up.

      Exercise price after adjustment

      Exercise price before adjustment

      Number of shares already

      issued

      +

      Number of shares newly issued ×Amount paid

      per share

      =

      ×

      Current market price per share

      Number of shares already issued + Number of shares newly issued

      Further, if the Company disposes of its treasury stocks, "Number of shares newly issued" in the formula above shall read "Number of treasury stock disposed of," and "Amount paid-in per share" shall read "Disposal value per share" respectively.

      In addition to the foregoing, in the event of merger of the Company with another Company, company split, capital reduction of the Company, or any similar case in which adjustment of the exercise price is required after the allocation of the stock acquisition rights, the Company may suitably adjust the exercise price to the extent the Company considers reasonable.

    5. The date when after-adjustment exercise price becomes applicable for the acquisition of stocks

      In case the exercise price adjustment is made in accordance with the formula described in the immediately preceding clause 4), the date of the payment of such adjusted price shall be specified as follows;

      1. If the stocks are given at the price below then the prevalent market price, the "after-adjustment" price shall become applicable on the day immediately following originally determined payment date or later. (Also, the subject price shall become applicable a day or more after the date when allotment to shareholders is executed if such is the case.)

      2. If the Company issues stocks by way of stock-split, the "after-adjustment" price becomes applicable a day or more after the date when the share allotment to shareholders for stock-split is executed.

      3. If the Company issues stocks by way of consolidating its stocks, the "after-adjustment" price becomes applicable on or after the date when such stock consolidation takes effect.

      4. Notification

        If the Company modifies or adjusts the stock acquisition right in any manner with respect to any part thereof, it shall handle appropriately any such modification and/or adjustment, and it shall notify without delay the stock acquisition rights holders of the details of such modification and/or adjustment, the effective date of such modification and/or adjustment, and other relevant matter(s) in accordance with the Stock Acquisition Right Allocation Agreement it concludes with the holders of stock acquisition rights.

      5. Measures to be taken in the event of reorganization such as merger or company split

        In the event of the Company engaging in absorption-type merger (limited to cases where the Company does not survive after merger), consolidation-type merger, company split and other reorganizations (hereinafter referred to as the "Reorganization Actions;" excluding stock transfer and stock exchange), the Company shall issue the stock acquisition rights of the company that is described in provisions of (a) through (e) of Item 8 of Paragraph 1 of Article 236 of the Companies Act of Japan (hereinafter the "Reorganized Company), to each holder of stock acquisition rights remaining at the time the Reorganization Actions become effective (hereinafter the "Remaining Stock Acquisition Rights"), based on the conditions described below. The above stated issuance, however, shall be carried out only if the statement is made in one of the following agreements to the effect that stock acquisition right of the Reorganized Company is granted in accordance with the conditions given in (i) through (viii) below;

        Absorption-type merger agreement, Consolidation-type merger agreement, Absorption-type company split agreement, and Incorporation-type company split plan

        1. Number of new stock acquisition rights of the Reorganized Company to be issued;

          Same as the number of stock acquisition rights that are held by the holder of remaining stock acquisition rights shall be issued.

        2. Type of shares of the Reorganized Company to be issued upon the exercise of stock acquisition rights; Common stocks of the Reorganized Company.

        3. Number of shares of the Reorganized Company to be issued upon the exercise of stock acquisition rights;

          The number shall be determined after the reasonable adjustment is made by taking into account the conditions of Reorganization Actions and other factors (hereinafter "the Number of Shares after the succession"). Any fraction of less than one (1) share resulting from the adjustment shall be disregarded.

        4. Exercise period for the stock acquisition rights

          The exercise period shall be from either the commencement date of the exercise period for the stock acquisition rights as described in (9) below, or the effective date of the Reorganization Actions, whichever is later, to the final day of the exercise period for the stock acquisition rights as described in (9) below.

        5. Matters concerning the capital and capital reserve to be increased by the issuance of shares upon exercise of stock acquisition rights

          Decisions shall be made in accordance with (10) below.

        6. Value of assets to be paid-in at the time of exercising stock acquisition rights

          The value shall be the exercise price, as described in (4) above, that has been adjusted in a reasonable manner by taking into account the conditions of Reorganization Actions and other factors, multiplied by the number of shares after the succession.

        7. Other conditions for stock acquisition rights

          Decisions shall be made in accordance with (8) and (14) below.

        8. Restriction on the transfer of stock acquisition rights

          Any transfer of stock acquisition rights requires the approval of the Board of Directors of the Reorganized Company.

        9. Other conditions concerning the stock acquisition right

        Tokai Tokyo Financial Holdings Inc. published this content on 28 August 2017 and is solely responsible for the information contained herein.
        Distributed by Public, unedited and unaltered, on 28 August 2017 07:47:03 UTC.

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