Tokyo, Japan – 1 March 2013: Sosei Group Corporation (“Sosei”; TSE Mothers Index: 4565) announces that at the meeting of the Board of Directors held today, it resolved to conduct a share split, adopt a share-trading-unit system and partially revise the articles of incorporation.
1. Purpose of Share Split, Adoption of Share-Trading-Unit System, and Partial Changes to Articles of Incorporation
As part of TSE’S mandate to promote the “Action Plan for Consolidating Trading Units” that was announced in November 2007, Sosei will conduct a 1:100 share split and adopt a share-trading-unit system to contribute towards improving the convenience and liquidity of the securities market. Accordingly, partial changes to the Articles of Incorporation will be made.
Please note that the number of investment units will not actually change following the implementation of the share split and the adoption of the share-trading-unit system.
2. Share Split
(1) Method of share split The share split shall have a record date of 31 March 2013 (as this date falls on Sunday, the actual date shall be Friday 29 March 2013) and shall involve the splitting of common shares held by shareholders whose names appear or are recorded in the latest Registry of Shareholders on the record date at a ratio of 1:100.
(2) Number of increase in shares by share split
1) Total number of issued shares before share split 118,913 shares
2) Number of increase in shares by share split 11,772,387 shares
3) Total number of issued shares after share split 11,891,300 shares 4) Total number of authorized shares after share split 18,672,000 shares
*Total number of issued shares stated above could be increased as a result of exercise of stock acquisition rights
(3) Adjustment of exercise price of stock acquisition rights In connection with the share split, exercise price of stock acquisition rights shall be adjusted as follows after the record date.
(4) Schedule of share split
1) Public notice date of the record date 15 March 2013
2) Record date 31 March 2013
3) Effective date 1 April 2013
3. Adoption of Share-Trading-Unit System
(1) Number of shares in newly established share-trading unit
The number of shares to constitute a share-trading unit shall be 100 shares.
(2) Schedule for establishment of the new system
Effective date 1 April 2013
* Effective 27 March 2013, the share-trading unit for the Sosei’s shares shall be changed to 100 shares on the securities exchange.
4. Partial Changes to the Articles of Incorporation
(1) Reason for changes
Accompanying the “2. Share Split” and “3. Adoption of Share-Trading-Unit System,” Sosei shall partially revise its articles of incorporation to take effect on 1 April 2013 in accordance with the provisions of Article 184, Paragraph 2 and Article 191 of the Companies Act.
(2) Description of changes
1) Article 5 of the current articles of incorporation shall be changed to increase the total number of authorized shares in proportion to the share-split ratio.
2) Article 6 shall be newly established to adopt the share-trading-unit system at the same time as the share split in order to make the share-trading unit 100 shares.
3) The existing articles below Article 6 shall be renumbered.