13th Mar 2006 07:00
Softbank Corp13 March 2006 February 10, 2006 SOFTBANK announces allotment of stock options (stock acquisition rights) SOFTBANK CORP. (hereinafter "the Company") announced that on February 10, 2006,the Board of Directors resolved the details of stock acquisition rights to beissued as stock options (hereinafter the "Stock Acquisition Right(s) ") pursuantto Article 280-20 and Article 280-21 of the Commercial Code of Japan and theresolution made at the 25th ordinary general meeting of shareholders of theCompany held on June 22, 2005. Details are given below: 1. Name of Stock Acquisition Rights SOFTBANK CORP. Share Warrant 2. Objective of issuance: Stock Acquisition Rights shall be issued to persons other than existingshareholders on favorable conditions for the purposes of retaining directors andexecutive officers of the Company and its domestic wholly-owned subsidiaries,and of thereby enhancing group synergy and maximizing the enterprise value ofSOFTBANK Group (hereinafter "the Group"). 3. Class and number of shares to be issued upon exercise of Stock AcquisitionRights: 1,000,000 shares of common stock of the Company. 4. Total number of Stock Acquisition Rights: 10,000 The number of shares to be allotted to each Stock Acquisition Right (hereinafterthe gnumber of shares to be allottedh) shall be 100. The number of shares tobe allotted shall be adjusted proportionately based on the stock split orconsolidation ratio with any amount less than one share arising out of suchadjustment to be discarded, in the case that the Company splits or consolidatesoutstanding shares after the day on which the Stock Acquisition Rights areissued (hereinafter "the issue date"). 5. Issue price of Stock Acquisition Rights: Charge free issue 6. Issue date of Stock Acquisition Rights:February 10, 2006 7. Amount to be paid upon the exercise of each Stock Acquisition Rights: The amount to be paid upon the exercise of each Stock Acquisition Right: 417,200yen The amount to be paid per share (the "exercise price"): 4,172 yen (The exercise price is an amount obtained by multiplying 1.03 by the closingmarket price on the Tokyo Stock Exchange as of February 10, 2006 (with anyfraction less than one Japanese yen being rounded up).) In case that the Company shall make a stock split, issue new shares, or disposeof its treasury stock at a price less than the current market price (other thanshares issued upon exercise of Stock Acquisition Rights or subscription rights),the exercise price shall be adjusted in accordance with the following formula,with any resulting fraction less than one Japanese yen being rounded up. The "no. of shares issued" used in the above adjustment formula for the exerciseprice shall be the number of issued shares of the Company after deducting thenumber of its treasury stock. In the event that the Company disposes of itstreasury stock, the "no. of shares newly issued" and "share price prior to stocksplit or new issue" used in the above adjustment formula for the exercise priceshall be read as meaning the "no. of treasury stocks to be disposed ofh" and the" share price prior to disposa"l respectively. Furthermore, in case that theCompany makes a merger with another company, a division, a reduction of paid-incapital, a reverse split or in other similar cases where the exercise price forthe Stock Acquisition Rights needs to be adjusted, the exercise price shall beappropriately adjusted within the rational bounds. 8. Exercisable period of Stock Acquisition Rights: From July 1, 2006, to June 30, 2011 9. Conditions for exercise of Stock Acquisition Rights (1) In case individuals who are allotted the Stock Acquisition Rights(hereinafter the "holders of the Stock Acquisition Rights") are either thedirectors or employees of the Company or its wholly-owned subsidiary at theissuing date, the Stock Acquisition Rights may be exercised according to thefollowing conditions. Any amount less than one of the exercisable number of theStock Acquisition Rights to be discarded. a. None of the allotted Stock Acquisition Rights may be exercisedduring the period from July 1, 2006, to June 30, 2007. b. 50% of the allotted Stock Acquisition Rights may be exercisedduring the period from July 1, 2007, to June 30, 2008. c. 75% of the allotted Stock Acquisition Rights may be exercisedduring the period from July 1, 2008, to June 30, 2009. d. All allotted Stock Acquisition Rights may be exercised during theperiod from July 1, 2009, to June 30, 2011. (2) The holders of the Stock Acquisition Rights must have positions indirectors, auditors, advisers, employees of the Company or its subsidiaries orits affiliates, or equivalent positions (hereinafter "the qualification forexercise of right") upon the exercise of the Stock Acquisition Rights. (3) Regardless of (2), in case that the holders of the Stock AcquisitionRights are not reappointed as directors upon the termination of term after thecommencing date of the exercise period, the holders of the Stock AcquisitionRights may exercise the Stock Acquisition Rights until the expiration ofexercise period, up to the exercisable amount on the date of loss of thequalification for exercise of right in accordance with (1). (4) Regardless of (2), in case that the holders of the Stock AcquisitionRights lost the qualification for exercise of right by their death after thecommencing date of the exercise period, their heirs may exercise the StockAcquisition Rights until the day on which 1 year from the death of the holdersor the expiration of exercise period, whichever is earlier, up to theexercisable amount on the day of the death of the holders in accordance with (1)and (2). (5) The holders may exercise the Stock Acquisition Rights even after theday on which they lose the qualification for exercise of right, in case theCompany approve in writing, with due consideration of various facts, the holdersto exercise Stock Acquisition Rights. 10. Events and conditions of cancellation of Stock Acquisition Rights: (1) The Company may cancel the Stock Acquisition Rights withoutcompensations, in case an agenda for approval of a merger agreement, under whichthe Company is dissolved, is approved at a general meeting of shareholders ofthe Company, or in case an agenda for approval of a stock exchange agreement oran agenda for share transfer, under which the Company becomes a wholly-ownedsubsidiary, is approved at a general meeting of shareholders of the Company. (2) The Company may cancel the Stock Acquisition Rights withoutcompensation in case the holders of the Stock Acquisition Rights no longerfulfill the conditions for exercise of Stock Acquisition Rights, or the holdersof the Stock Acquisition Rights renounce a part of or all the Stock AcquisitionRights. (3) In addition to the above, the Company may, at any time, acquire andcancel the Stock Acquisition Rights without compensation. 11. Total paid-in value of the shares of the common stock of the Company to beissued or transferred upon exercise of all the Stock Acquisition Rights: 2,086,000,000 yen (2,086 yen per share) 12. Transfer of Stock Acquisition Rights: Any transfer of the Stock Acquisition Rights shall be subject to approval of theBoard of Directors of the Company.13. Issuance of certificates of Stock Acquisition Rights: Certificates of Stock Acquisition Rights shall be issued only upon the requestfrom the holders of the Stock Acquisition Rights. 14. Initial date of reckoning of profits or interest with respect to new sharesissued upon exercise of Stock Acquisition Rights: The initial profit dividend on new shares issued upon exercise of StockAcquisition Rights shall be paid on the assumption that such exercise of StockAcquisition Rights has come into effect as from the beginning of the fiscal yearin which the Stock Acquisition Rights were exercised. Regardless of the foregoing, in case the Company distributes an interim dividendin accordance with Article 293-5 of the Commercial Code of Japan and Article 40of the Articles of Incorporation of the Company, such interim dividend shall bepaid on the assumption that the corresponding exercise of Stock AcquisitionRights has come into effect on April 1 when the same took place during theperiod from April 1 to September 30 and on October 1 when it took place duringthe period from October 1 to March 31 of the following year. 15. Individuals who will be allotted the Stock Acquisition Rights: Directors and employees of the Company or the domestic and wholly-ownedsubsidiary of the Company, up to 200 persons in total. (Reference) 1. Date of resolution of the Board of Directors on the proposed agenda for theordinary general meeting of shareholders: May 10, 2005 2. Date of resolution of the 25th ordinary general meeting of shareholders: June22, 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Streaksai