Tokyo, Japan and Cambridge, UK, 21 April 2021 – Sosei Group Corporation (“the Company”; TSE: 4565) announces that a resolution to issue new shares (“the Share Issuance”) under the Restricted Stock Unit (“RSU”) Plan was adopted at the Board of Directors meeting held today as follows.

 

1. Details of Issuance

(1)	Payment date	10th RSU 18 April 2022 11th RSU 18 May 2023 12th RSU 16 May 2024
(2)	Type and number of shares to be issued	355,294 shares of the Company’s common stock (11th and 12th are planned number of shares)   (Breakdown) 10th RSU 30,610 shares 11th RSU 162,342 shares (planned) 12th RSU 162,342 shares (planned)
(3)	Payment amount	10th RSU: 1,874 Yen per share 11th and 12th RSU: the Representative Executive Officer will decide the payment amount hereafter
(4)	Total issue value	10th RSU: 57,363,140 Yen 11th and 12th RSU: the Representative Executive Officer will decide the total issue value hereafter
(5)	Planned Allottees	10th RSU 30,610 shares will be allotted among 5 Directors of the Company   11th RSU 6 Executive Officers of the Company 76 Directors of subsidiaries of the Company and Employees of the Company and its subsidiaries 162,342 shares to be allotted (planned)   12th RSU 6 Executive Officers of the Company 76 Directors of subsidiaries of the Company and Employees of the Company and its subsidiaries 162,342 shares to be allotted (planned)
(6)	Other details	The Share Issuance shall be subject to becoming effective of the Securities Registration Statement filed in accordance with the Financial Instruments and Exchange Act. The number of shares planned to be allotted for the 11th and 12th RSU is subject to change by the decision of the Representative Executive Officer.

 

2. Objectives of and Rationale for the Issuance

In FY2019, the Company introduced the Restricted Stock Unit Plan (“the Plan”) with the intention to increase the motivation and drive of the Directors, the Executive Officers and the Eligible Employees of the Company and its wholly owned subsidiaries (“Executives and Employees”) to energetically realize the Company’s vision and strategy. The Plan will also promote the sharing of benefits and risks of share price fluctuations with shareholders, and further encourage the Executives and Employees of the Company and its wholly owned subsidiaries to actively contribute to the increase of the share price and enhance the Company’s corporate value.

The Share Issuance is to be executed under  the resolution by the Board of Directors meeting of the Company held on 21 April 2021 as part of the compensation under the Plan, on the condition that the Executives and Employees hold the position of Executive or Employee during the specified period ("Relevant Performance Period") relating to the 10th to 12th RSU listed in the table below.

	Persons Eligible for Allotment	Allotment number	Payment amount	Relevant Performance Period
10th RSU	5 Directors of the Company	30,610 shares	57,363,140 Yen	For the length of service between 1 April 2021 to 31 March 2022
11th RSU	6 Executive Officers of the Company 76 Directors of  subsidiaries of the Company and Employees of the Company and its subsidiaries	162,342 shares (Planned)	304,228,908 Yen (Note)	For the length of service between 1 April 2021 to 31 March 2023
12th RSU	6 Executive Officers of the Company 76 Directors of  subsidiaries of the Company and Employees of the Company and its subsidiaries	162,342 shares (Planned)	304,228,908 Yen (Note)	For the length of service between 1 April 2021 to 31 March 2024

(Note) Payment amount for 11th RSU and 12th RSU is estimated amount at the time of submission of this Press Release “Notice of Issuance of New Shares Under Restricted Stock Unit (RSU) Plan.” Actual payment amount is an amount obtained by multiplying the allotted number of shares by the payment amount per share which is determined by the Representative Executive Officer as of the Date of Determination as stated (ii) below.

The Company’s Board of Directors determined the number of shares to be allotted and the payment amount per share relating to the 10th RSU as follows and entrusted the Representative Executive Officer with the determination of the number of shares to be allotted and the payment amount per share relating to the 11th and 12th RSU.

 

(i) 10th RSU

The number of shares to be allotted has been determined by the resolution at the Company’s Board of Directors meeting held on 21 April 2021.

The payment amount per share has been determined by the resolution of the Company’s Board of Directors meeting as at the closing price of the Company’s shares on the Tokyo Stock Exchange as of the business day immediately preceding the date of the resolution (20 April 2021).

The payment amount is the market share price immediately preceding the date of the resolution of the Company’s Board of Directors, so that the Company considers it is not issuance of shares at particularly favorable value.

 

(ii) 11th and 12th RSU

Allotment relating to the 11th and 12th RSU will be executed in 2023 and 2024, and the determination of the number of shares to be allotted and the payment amount per share has been entrusted with the Representative Executive Officer by the resolution of the Company’s Board of Directors meeting held on 21 April 2021.

The number of shares to be allotted will be determined by a decision made by the Representative Executive Officer as of the day determined by the Board of Directors for each RSU (the “Date of Determination”) pursuant to the aforementioned entrustment. Accordingly, the aforementioned total allotment of 324,684 shares relating to the 11th and 12th RSU may be changed as a result of a decision made by Representative Executive Officer. The payment amount per share will be determined by the Representative Executive Officer pursuant to the aforementioned entrustment on the Date of Determination as at the closing price of the Company’s shares on the Tokyo Stock Exchange on the day immediately prior to the Date of Determination (if no closing price is quoted, the closing price of the immediately preceding trading date to such business day).

The payment amount per share is the market share price immediately preceding the Date of the Determination by Representative Executive Officer, so the Company considers it is not issuance of shares at a particularly favorable value.

(*) The Date of Determination for each of the 11th and 12th RSU is as follows.

11th RSU: 7 April 2023

12th RSU: 17 April 2024

 

The contents of the Plan are stated in <Overview of the Plan> below.

 

<Overview of the Plan>

 (1) Conditions of Allotment

The Company will allot shares of the Company according to the predefined method to the Executives and Employees on the condition that they hold the position of Executive or Employee during the Relevant Performance Period running from 1 April 2021 to a specified date determined separately for each Executive and Employee.

 

(2) Maximum number of our Shares to be issued under the Plan

The number of Shares to be issued under the Plan including the number of Shares to be issued under the 13th RSU and thereafter as well as other stock-based compensation plan of the Company will not exceed 5% of our total number of outstanding shares.

 

(3) Method to deliver the Company’s shares

Under the Plan, the Company will deliver the Company’s common shares to Executives and Employees following the end of the predefined Relevant Performance Period in return for provision as contribution in kind of monetary compensation claims against the Company granted to the Executives and Employees of the Company and its wholly owned subsidiaries as the Planned Allottees.

 

The amount of monetary compensation claims granted to each person eligible for allotment will be the amount obtained by multiplying the aforementioned payment amount per share by the predefined number of allotted shares which is determined by taking into account the degree of contribution to the Company, etc., of each person eligible for allotment.

 

(4) Grounds for Forfeiture

If during their Relevant Performance Period an Executive or Employee falls under certain specified circumstances, such as being subject to criminal punishment equivalent to or more severe than imprisonment or being subject to a filing for the commencement of insolvency proceedings or civil rehabilitation proceedings, etc., that Executive or Employee will not obtain any right to be allotted Company shares under the Plan and their rights to receive Company Shares will be extinguished at the time such  circumstances in question occurs.

 

(5) Treatment in Cases of Reorganization or Change of Control Transactions

If during a Relevant Performance Period a general meeting of shareholders, etc. of the Company approves a transaction involving a reorganization or a change of control, such as a merger agreement in which the Company is the dissolved entity or a share exchange agreement or share transfer agreement under which the Company becomes a wholly owned subsidiary and that transaction becomes effective before the completion of the Relevant Performance Period, the Company will, by resolution of the Board of Directors, allot the maximum number of shares prior to the reorganization transaction coming into effect.

 

The Relevant Performance Period under the Plan is one year for Directors, and two and three years for Executive Officers of the Company, Directors of subsidiaries of the Company and Employees of the Company and its subsidiaries.

To Directors, all of the allotment shares are to be allotted after one year and, to Executive Officers of the Company, Directors of subsidiaries of the Company and Employees of the Company and its subsidiaries, half of the allotment shares are to be allotted after two years and the remaining half after three years.

Going forward, the timing of allotment of shares under the RSUs determined so far is as follows, and the number of shares to be allotted and the payment amount per share will be announced separately each time a determination is made by the Representative Executive Officer under the entrustment by the resolution of the Company’s Board of Directors meeting.

5th RSU: 16 June 2021

6th RSU: 18 April 2022

8th RSU: 19 May 2022

9th RSU: 18 May 2023

 

The number of shares to be issued under the Plan and other stock-based compensation plans of the Company after the determination of the 10th to 12th RSU will be 1.97 % of the total number of outstanding shares of the Company as of 31 March 2021.

 

-ENDS-

 

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