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    6073   JP3117350003

ASANTE INCORPORATED

(6073)
  Report
Delayed Japan Exchange  -  02:00 2022-09-30 am EDT
1513.00 JPY   -2.64%
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Asante Incorporated : Notice Concerning Disposal of Treasury Shares as Restricted Stock Compensation

07/20/2022 | 02:24am EDT

News Release: Asante, Inc.

(6073 TSE Prime)

July 20, 2022

To whom it may concern

Company nameAsante, Inc.

Code6073

RepresentativeSei Miyauchi,

Chief Executive Officer

ContactYoshiyuki Nakao,

Director, Deputy Head of

Administration Division,

General Manager,

Corporate Planning Department

(TEL: +81-3-3226-5511)

Notice Concerning Disposal of Treasury Shares as Restricted Stock Compensation

Asante, Inc. (the "Company") resolved regarding the disposal of treasury shares (the "Disposal of Treasury Shares" or the "Disposal") at the Board of Directors Meeting held on July 20, 2022. Details are as follows.

1. Overview of the Disposal of Treasury Shares

(1)

Disposal date

August 10, 2022

(2)

Type and number of shares

12,700 shares of Common stock of Asante, Inc.

to be disposed

(3)

Disposal price

1,534 yen per share

(4)

Total value of shares to be

19,481,800 yen

disposed

(5)

Recipients of allocation and

Directors (excluding outside directors) : 5 ; 12,700 shares

the number thereof; number

of shares to be disposed

(6)

Other

With regard to the Disposal of Treasury Shares, the Company has

submitted a Written Notice of Securities in accordance with the

Financial Instruments and Exchange Act.

2. Purpose and Reasons for the Disposal

At the Board of Directors Meeting held on May 8, 2020, for the purpose of providing an incentive for the Company's Directors (excluding Outside Directors, the "Eligible Directors") to sustainably increase the Company's corporate value and further promoting shared value with shareholders, the Directors decided to introduce a restricted stock compensation plan (the "Compensation Plan") , and at the Annual General Meeting of Shareholders held on June 19, 2020, based on the Compensation Plan, as the monetary compensation to serve as invested assets to acquire the restricted stocks (the "Restricted Stock Compensation"), it was approved that the amount of the Restricted Stock Compensation for the Eligible Directors shall not exceed 60 million yen per year (excluding the employee salary of directors who are also employees of the Company), and that the Eligible Directors shall be subject to a transfer restriction period of 30 years from the date of allotment under this Allotment Agreement.

In today's Board of Directors Meeting, it was resolved that 12,700 shares of the Company's Common stock will be allotted to the restricted stock through the arrangement in which the amount of monetary compensation claims in total of 19,481,800 yen ('the "Monetary Compensation Claims'') will be paid to 5 Directors of the Company, followed by contribution in kind of all of the Monetary Compensation Claims paid to the Eligible Directors. The amount of Monetary Compensation Claims for the Eligible Directors is determined by comprehensively taking into consideration the Company's business performance, the responsibilities of each Eligible Directors, and other various factors. In addition, the Monetary Compensation Claim will be provided to the

Eligible Directors subject to conditions including the one that the Eligible Directors execute an agreement with the Company for allocation of restricted stock that contains the following details.

  1. Overview of the Allotment Agreement
    1. Transfer Restriction Period: August 10, 2022 - August 9, 2052
    2. Acquisition of Restricted Stock without Considerations
      The Company will naturally acquire the allotted shares without compensation if the Eligible Director who has been allotted the restricted shares resigns from the Company's board of directors before the expiration of the transfer restriction period, unless there is a reason that the Company's board of directors deems justifiable.
      In addition, the Company will naturally acquire the allotted shares for which the restrictions on transfer have not been terminated pursuant to (3) below at the time of expiration of the transfer restriction period in (1) above without compensation
    3. Release of Restrictions on Transfer
      On the condition that the Eligible Directors who has been allotted the restricted shares maintain their positions continuously during the transfer restriction period, the Company will release the restrictions on transfer of all of the allotted shares at the expiration of the transfer restriction period.
      However, if the Eligible Director resigns from the above-mentioned position before the expiration of the transfer restriction period for reasons that the Board of Directors of the Company deems justifiable, adjustments will be reasonably made to the timing of releasing restriction on transfer and the number of shares subject to release.
    4. Treatment in Case of Organization Restructuring
      If, during the transfer restriction period, matters relating to a merger agreement in which the Company is the dissolving company, a share exchange agreement or share transfer plan in which the Company becomes a wholly owned subsidiary, or other reorganization are approved at the Company's General Meeting of Shareholders (or in the case where the approval at the Company's General Meeting of Shareholders is not required, in relation to the reorganization in question, a meeting of its Board of Directors of the Company), based on the resolution of the Board of Directors of the Company, the number of shares that is reasonably calculated considering the period from the start date of the transfer restriction period to the date of approval of the reorganization, etc. shall be released prior to the date the reorganization becomes effective. In such case, immediately subsequent to the termination of the restrictions on transfer, the Company will naturally acquire the allotted shares for which the restrictions on transfer have not been terminated without compensation.
    5. Management of the Allotted Shares
      To ensure compliance with the transfer restriction during the transfer restriction period, the allotted shares shall be managed in a dedicated account at Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., opened by the Eligible Directors.
  2. Basis of Calculation and Specific Details for the Payment Amount
    The Disposal price shall be 1,534 yen which is the closing price of the Company's Common stock at Tokyo Stock Exchange on July 19, 2022 (the business day prior to the day of resolution of the Board of Directors Meeting) to exclude any arbitrariness. As this is the market price immediately prior to the day of resolution in the Board of Directors Meeting, the Company believes this is reasonable and does not represent a particularly favorable price.

Note : This document has been translated from the Japanese original for reference purposes only.

In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Disclaimer

Asante Incorporated published this content on 20 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 July 2022 06:23:02 UTC.


© Publicnow 2022
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Sales 2022 13 699 M 94,7 M 94,7 M
Net income 2022 579 M 4,00 M 4,00 M
Net cash 2022 6 175 M 42,7 M 42,7 M
P/E ratio 2022 27,6x
Yield 2022 4,25%
Capitalization 16 606 M 115 M 115 M
EV / Sales 2021 0,99x
EV / Sales 2022 0,72x
Nbr of Employees 1 046
Free-Float 63,8%
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Managers and Directors
Sei Miyauchi President, CEO, Representative Director & GM-Sales
Atsushi Nishiyama Deputy Manager-Corporate Planning Office
Masami Iishiba Managing Director & GM-Administration
Katsumi Uchida Independent Outside Director
Shigeharu Dogakinai Independent Outside Director
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