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. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from this translation.
August 12, 2021
To whom it may concern:
CareNet, Inc.
Representative: Katsuhiro Fujii, President
(Code number: 2150, TSE Mothers)
Contact: Kanji Fujii, Director and CFO
(Phone: +81-3-5214-5800)
Notice Regarding Stock Split and Partial Amendments to the Articles of Incorporation and
Revisions to Dividend Forecast in Connection with Stock Split
CareNet, Inc. (the "Company") has decided at a Board of Directors meeting held on August 12, 2021, to conduct a stock split, partial amendments to the Articles of Incorporation in connection with the stock split, and revisions to the dividend forecast as described below.
1. Purpose of the stock split
The purpose of the stock split is to improve the liquidity of the Company's shares and to expand the investor base by lowering the amount per investment unit.
2. Outline of the stock split
- Method of the stock split
With Thursday, September 30, 2021, as the record date, the common stock held by shareholders registered or recorded in the final shareholder register on that date will be split at a ratio of four shares to one share.
(2) Number of shares to be increased by the split | |
Total number of outstanding shares before the stock split | 11,048,000 shares |
Number of shares to be increased by the stock split | 33,144,000 shares |
Total number of outstanding shares after the stock split | 44,192,000 shares |
Total number of authorized shares after the stock split | 160,000,000 shares |
(Note) The above total number of outstanding shares and the number of shares to be increased are presented based on the number of outstanding shares as of Thursday, August 12, 2021, may increase during the period up to the record date for the stock split due to the exercise of the 2021 First Series Stock Acquisition Rights (with exercise price adjustment clause; the "Stock Acquisition Rights") via third- party allotment, which was decided at the Board of Directors meeting held on Thursday, August 12, 2021. For details regarding the Stock Acquisition Rights, please see "Notice Regarding Issuance of 2021 First Series Stock Acquisition Rights with Exercise Price Adjustment Clause (M-CAP* with Suspension Designation Clause) via Third-party Allotment," separately announced on the same date.
(3) Schedule of the stock split | ||
Date of public notice of the record date | Monday, September 13, 2021 | |
Record date | Thursday, September 30, | 2021 |
Effective date | Friday, October 1, | 2021 |
(4) Effect on per share information
Per share information on the assumption that the stock split was conducted at the beginning of the previous consolidated fiscal year is as follows:
Six months ended June 30, 2020 | Six months ended June 30, 2021 | |
(from January 1, 2020 | (from January 1, 2021 | |
to June 30, 2020) | to June 30, 2021) | |
Basic earnings per share | 4.33 yen | 22.99 yen |
Diluted earnings per share | - | - |
(Note) Diluted earnings per share is not stated as there are no dilutive shares.
3. Partial amendments to the Articles of Incorporation in connection with the stock split
- Reasons for the amendments to the Articles of Incorporation
As a result of this stock split, the total number of authorized shares stipulated in Article 6 of the Company's Articles of Incorporation will be amended as of Friday, October 1, 2021, in accordance with the provisions of Article 184, Paragraph 2 of the Companies Act.
- Details of the amendments to the Articles of Incorporation (amended portions are underlined) The details of the amendments are as follows:
Current Articles of Incorporation
(Total number of authorized shares)
Article 6 The total number of authorized shares of the Company shall be 40,000,000 shares.
(3) Schedule of amendments to the Articles of Incorporation | |
Effective date | Friday, October 1, 2021 |
4. Revisions to dividend forecast in connection with stock split
In connection with this stock split, the dividend forecast for the fiscal year ending December 31, 2021, announced on February 10, 2021, has been revised as follows.
Dividends per share | |||
Second quarter-end | Fiscal year-end | Total | |
Previous forecast | 8.00 yen | 8.00 yen | |
(Announced on February 10, 2021) | |||
Current revised forecast | 2.00 yen | 2.00 yen | |
(Note) | |||
Results for the fiscal year ending | 0.00 yen | ||
December 31, 2021 | |||
Results for the fiscal year ended | 0.00 yen | 8.00 yen | 8.00 yen |
December 31, 2020 | |||
(Note) Dividend amounts for the current revised forecast are after the stock split.
5. Others
- Change in the amount of capital stock
There will be no change in the amount of capital stock in connection with this stock split.
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Disclaimer
CareNet Inc. published this content on 13 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 August 2021 08:20:04 UTC.