LINE Corporation (NYSE:LN) (TOKYO:3938) (Headquarters:
Shinjuku-ku, Tokyo, Japan; President & CEO: Takeshi Idezawa;
“the Company”) announces that it determined at its board meeting
held today the terms and conditions of warrants that are to be
issued in the form of stock options to directors and executive
officers of the Company and the director of a subsidiary, and
passed a resolution to solicit subscribers for the warrants, among
others, as follows.
1. Reason for issuance of stock options (warrants)
The purpose of the issuance is to provide the
Company’s directors and executive officers and its subsidiary
director with an incentive to improve corporate earnings and
enhance corporate value.
2. Specific details of stock option (warrant) issuance to the
Company’s directors
(1) Name of warrants
LINE Corporation 20th Warrants.
(2) Total number of warrants
12,621 warrants.
The above total number of warrants is the number of warrants
planned to be allotted. If the number of warrants to be allotted
declines, such as where applications for subscription are not made,
then the total number of warrants to be allotted shall be the total
number of warrants to be issued.
(3) Amount of payment for warrants
The amount to be paid in upon allotment of each warrant shall be
the amount obtained using the following formula: (x) the option
price (fractions less than 1 yen being rounded off) per Company
share calculated by the Black-Scholes Model based on various
conditions as of the date on which warrants are to be allotted, as
set forth in (10) below (the “Allotment Date”), multiplied by (y)
the number of shares subject to each warrant (the “Number of
Allotted Shares”). Any person who is allotted a warrant shall,
instead of paying the amount to be paid-in, offset the payment with
his/her remuneration claim that he/she has against the Company.
(4) Class and number of shares to be issued upon exercise of
warrants
The class of shares to be issued upon exercise of warrants shall
be shares of common stock of the Company and the Number of Allotted
Shares shall be 100 shares. However, if the Company conducts a
share split (including gratuitous allotment of shares of common
stock of the Company; the same applies below to the description of
a share split) or share consolidation of shares of common stock of
the Company, the Company shall adjust the Number of Allotted Shares
using the following formula; and any fractions less than 1 share
arising due to such adjustment shall be rounded down.
Number of Allotted Shares After Adjustment=
Number of Allotted Shares Before Adjustment × Share split or share
consolidation ratio
Number of Allotted Shares After Adjustment shall be applied, in
the case of a share split, on or after the record date of the share
split (if no record date is determined, the effective date of the
share split); and in the case of a share consolidation, on or after
the effective date of the share consolidation. However, if a share
split is conducted on condition that a proposal is passed at the
Company’s shareholders’ meeting to reduce the amount of surplus and
increase the amount of stated capital or capital reserve, and where
the date of the close of that shareholders’ meeting or any date
before that is to be the record date for the share split, then the
Number of Allotted Shares After Adjustment shall be applied on or
after the date immediately following the date on which the
shareholders’ meeting is closed.
When adjusting the Number of Allotted Shares, the Company shall
notify or publicly notify such parties holding each warrant as
stated in the warrant register (“Warrant Holder(s)”) of necessary
matters up to the date immediately before the date of application
of the Number of Allotted Shares After Adjustment. However, if the
Company is unable to notify or publicly notify up to that date, it
shall notify or publicly notify it promptly after the
application.
(5) Value of assets to be contributed upon exercise of
warrants
1) The value of assets to be contributed when
each warrant is exercised shall be the Number of Allotted Shares
multiplied by the amount paid per share that can be delivered by
exercise of that warrant (the “Exercise Price”). The Exercise Price
shall be obtained by multiplying 1.05 by the average closing price
in ordinary trading of the Company’s shares of common stock on the
Tokyo Stock Exchange for each day (excluding any day on which no
trade is executed) of the month preceding the month in which the
Allotment Date belongs, and any fraction less than 1 yen arising
due to such calculation will be rounded up. However, when the
amount of the Exercise Price calculated this way is less than the
closing price (or closing price of the immediately preceding
trading day when there is no closing price) of the shares of the
Company’s common stock on the Allotment Date, the Exercise Price
shall be that closing price.
2) If the Company falls under any of the
following items (a) to (c) after the Allotment Date with respect to
its common stock, it shall adjust the Exercise Price using each of
the respective formulas (the “Exercise Price Adjustment Formula”)
set forth below; and any fractions less than 1 yen arising due to
the adjustment shall be rounded up.
(a) When conducting a share split or a share
consolidation
Exercise PriceAfterAdjustment
=
Exercise PriceBefore Adjustment
× 1
Share splitor share consolidationratio
Exercise Price After Adjustment shall be
applied, in the case of a share split, on or after the record date
of the share split (if no record date is determined, the effective
date of the share split); and in the case of a share consolidation,
on or after the effective date of the share consolidation. However,
if a share split is conducted on condition that a proposal is
passed at the Company’s shareholders’ meeting to reduce the amount
of surplus and increase the amount of stated capital or capital
reserve, and where the date of the close of that shareholders’
meeting or any date before that is to be the record date for the
share split, then the Number of Allotted Shares After Adjustment
shall be applied on or after the date immediately following the
date on which the close of the shareholders’ meeting took
place.
(b) When issuing new shares of the Company’s
common stock or disposing of treasury shares at a price lower than
the market value (excluding where the foregoing is conducted by
exercising warrants)
NumberofSharesAlreadyIssued
+
Number ofShares to beNewly Issued
×
Amount to bePaid-in PerShare
ExercisePrice AfterAdjustment
=
Exercise PriceBeforeAdjustment
× Market Value Per Share Number of Shares Already
Issued
+ Number of Shares to be Newly Issued
(i) The “Market Value” used in the above
Exercise Price Adjustment Formula shall be the average (calculated
to the second decimal place and rounded off to the first decimal
place) closing price (including indicated quotation; the same
below) in ordinary trading of the Company’s shares of common stock
on a listed financial instruments exchange (if the Company’s common
stock is listed on more than one financial instruments exchange,
the principal exchange that is determined to be the most
appropriate, considering the trading volume, pricing ratio, and
other factors concerning the Company’s common stock, during the
period mentioned later) in 30 trading days (excluding days without
a closing price) starting on the 45th trading day before the
application date of the Exercise Price After Adjustment.
(ii) The “Number of Shares Already Issued” in
the above Exercise Price Adjustment Formula shall be the amount
obtained by deducting the number of treasury shares concerning the
Company’s common stock, from the total number of issued shares of
the Company’s common stock as of the date one month before the
application date of the Exercise Price After Adjustment (if there
is no record date), or as of the record date (if there is a record
date). If the Company disposes of treasury shares of its common
stock, the “Number of Shares to be Newly Issued” in the above
formula shall be replaced by the “Number of Treasury Shares to be
Disposed of”.
(iii) The Exercise Price After Adjustment
shall be applied on or after the date immediately following the
date on which the relevant amount is paid-in (if the period for
pay-in is determined, the last day of that period), or if there is
a record date for the subscription, on or after the date
immediately following the record date.
(c) In addition to the above, if it is
appropriate to adjust the Exercise Price because of the Company’s
merger with another company, among others, after the Allotment
Date, the Company shall adjust the Exercise Price as necessary to a
reasonable extent.
(d) When adjusting the Exercise Price, the
Company shall notify or publicly notify the Warrant Holders of
necessary matters up to the date immediately before the date of
application of the Exercise Price After Adjustment. However, if the
Company is unable to notify or publicly notify it up to that date,
it shall notify or publicly notify it promptly after the
application.
(6) Exercise period for warrants
The exercise period for warrants shall be from July 18, 2018 to
July 18, 2027 (the “Exercise Period”). However, if the last day of
the Exercise Period falls on a Company holiday, the immediately
preceding business day shall be the last day.
(7) Matters regarding stated capital and capital reserve that
are to increase when shares are issued upon the exercise of
warrants
1) The amount of stated capital to increase
when shares are issued upon the exercise of warrants shall be the
amount equivalent to half of the maximum amount of increase in
stated capital calculated according to Article 17,
Paragraph 1 of the Rules of Corporate Accounting. If fractions
less than 1 yen arise due to the calculation, then the fractions
shall be rounded up.
2) The amount of capital reserve to increase
when shares are issued upon the exercise of warrants shall be the
amount obtained by deducting (x) the amount of stated capital to be
increased set forth in 1) above from (y) the maximum amount of
increase in stated capital mentioned in 1) above.
(8) Restriction on acquisition of warrants by transfer
Acquisition of warrants by transfer shall be subject to approval
by resolution of the Company’s board of directors.
(9) Conditions for exercise of warrants
1) In the case of death of a Warrant Holder,
an heir of that holder cannot exercise that holder’s warrants.
However, the foregoing shall not apply if the Company’s board of
directors approves such exercise.
2) Warrant Holders must be in the position of
director of the Company or its associated companies (i.e., the
associated companies as set forth in the Ordinance on Terminology,
Forms, and Preparation Methods of Financial Statements, etc.) when
exercising the warrants. However, this shall not apply in cases of
the retirement of a director of the Company or its associated
companies due to the expiration of his or her term of office, or
other cases determined to have a reason to be justified by the
Company’s board of directors.
3) Each warrant cannot be exercised
partially.
(10) Allotment date of warrants
July 18, 2017
(11) Date of payment of money to be made in exchange for
warrants
July 18, 2017
(12) Matters regarding acquisition of warrants
If a proposal under the following items 1), 2), 3), 4), or 5) is
approved at the Company’s shareholders’ meeting (in the case where
a resolution at a shareholders’ meeting is not required, if a
resolution is passed by the Company’s board of directors or a
determination is made by a delegated executive officer in
accordance with Article 416, paragraph 4 of the Companies Act), the
Company may acquire a warrant without compensation on a date
separately determined by the board of directors (or by a delegated
executive officer in accordance with Article 416, paragraph 4 of
the Companies Act):
1) a proposal to approve a merger agreement
by which the Company will be a disappearing company;
2) a proposal to approve a split agreement or
a split plan by which the Company will be a splitting company;
3) a proposal to approve a share exchange
agreement or a share transfer plan by which the Company will be a
wholly-owned subsidiary;
4) a proposal to approve an amendment to the
Company’s articles of incorporation establishing a provision, with
respect to all issued shares of the Company, that an acquisition of
those shares by transfer shall require the Company’s approval;
or
5) a proposal to approve an amendment to the
Company’s articles of incorporation establishing a provision, with
respect to shares of the class subject to the warrants, that an
acquisition of those shares by transfer shall require the Company’s
approval, or with respect to the shares of that class, that the
Company shall acquire all of those shares by a resolution of the
Company’s shareholders’ meeting.
(13) Matters regarding delivery of warrants in conjunction with
organizational restructuring
If the Company conducts a merger (limited to where the Company
will disappear in a merger), absorption-type split or
incorporation-type split (in each case, limited to where the
Company becomes a splitting company), or share exchange or share
transfer (in each case, limited to where the Company becomes a
wholly-owned subsidiary) (collectively, the “Organizational
Restructuring”), the Company shall deliver to Warrant Holders who
hold the remaining warrants (the “Remaining Warrants”) at the time
immediately preceding the effective date of the Organizational
Restructuring (i.e., in each case, the date on which the
absorption-type merger becomes effective, the date on which a stock
company is incorporated through the consolidation-type merger, the
date on which the absorption-type split becomes effective, the date
on which a stock company is incorporated through the
incorporation-type split, the date on which the share exchange
becomes effective, or the date on which a wholly-owning parent
company is incorporated through the share transfer; the same below)
warrants of any of the stock companies listed in Article 236,
Paragraph 1, Item (viii), (a) to (e) of the Companies Act (the
“Restructured Company”), upon the respective Organizational
Restructuring. In this case, the Remaining Warrants shall
disappear, and the Restructured Company shall newly issue warrants.
However, an absorption-type merger agreement, consolidation-type
merger agreement, absorption-type split agreement,
incorporation-type split plan, share exchange agreement, or share
transfer plan shall state that warrants of the Restructured Company
shall be delivered according to each of the following:
1) Number of warrants of the Restructured
Company to be delivered
The number equivalent to the number of the
Remaining Warrants held by the respective Warrant Holders shall be
delivered.
2) Class of shares of the Restructured
Company subject to warrants
Common stock of the Restructured Company.
3) Number of shares of the Restructured
Company subject to warrants
To be determined according to (4) above by
taking into consideration the conditions and the like for the
Organizational Restructuring.
4) Value of assets to be contributed upon the
exercise of warrants
The value of assets to be contributed upon
the exercise of each warrant to be delivered shall be the amount
obtained by taking into consideration the conditions and the like
of the Organizational Restructuring, and by multiplying (x) the
Exercise Price after the Organizational Restructuring, which is
obtained by adjusting the Exercise Price determined according to
(5) above by (y) the number of shares of the Restructured Company
subject to the warrants, which is determined according to 3)
above.
5) Exercise period of warrants
The exercise period shall be from the later
of either (i) the commencement date of the period in which warrants
may be exercised as set forth in (6) above, or (ii) the effective
date of the Organizational Restructuring, to the expiration date of
the period in which warrants may be exercised as set forth in (6)
above.
6) Matters regarding stated capital and
capital reserve that are to increase when shares are issued upon
the exercise of warrants
To be determined according to (7) above.
7) Restriction on acquisition of warrants by
transfer
The acquisition of warrants by transfer shall
require the approval of the board of directors of the Restructured
Company.
8) Other conditions for exercising
warrants
To be determined according to (9) above.
9) Clauses regarding acquisition of
warrants
To be determined according to (12) above.
(14) Arrangement concerning fractions less than 1 share arising
due to the exercise of warrants
If the number of shares to be delivered to Warrant Holders
exercising their warrants includes any fractions less than 1 share,
the fractions shall be rounded down.
(15) People who are to be allotted warrants, the number thereof,
and the number of warrants to be allotted
Allottee Number
Number of warrants Directors of the Company Four (4)
12,621
3. Specific details of stock option (warrant) issuance
to executive officers of the Company and the director of a
subsidiary
(1) Name of warrants
LINE Corporation 21st Warrants.
(2) Total number of warrants
11,419 warrants.
The above total number of warrants is the number of warrants
planned to be allotted. If the number of warrants to be allotted
declines, such as where applications for subscription are not made,
then the total number of warrants to be allotted shall be the total
number of warrants to be issued.
(3) Amount of payment for warrants
The amount to be paid in upon allotment of each warrant shall be
the amount obtained using the following formula: (x) the option
price (fractions less than 1 yen being rounded off) per Company
share calculated by the Black-Scholes Model based on various
conditions as of the date on which warrants are to be allotted, as
set forth in (10) below (the “Allotment Date”), multiplied by (y)
the number of shares subject to each warrant (the “Number of
Allotted Shares”). Any person who is allotted a warrant shall,
instead of paying the amount to be paid-in, offset the payment with
his/her remuneration claim that he/she has against the Company.
(4) Class and number of shares to be issued upon exercise of
warrants
The class of shares to be issued upon exercise of warrants shall
be shares of common stock of the Company and the Number of Allotted
Shares shall be 100 shares. However, if the Company conducts a
share split (including gratuitous allotment of shares of common
stock of the Company; the same applies below to the description of
a share split) or share consolidation of shares of common stock of
the Company, the Company shall adjust the Number of Allotted Shares
using the following formula; and any fractions less than 1 share
arising due to such adjustment shall be rounded down.
Number of Allotted Shares After Adjustment=
Number of Allotted Shares Before Adjustment × Share split or share
consolidation ratio
Number of Allotted Shares After Adjustment shall be applied, in
the case of a share split, on or after the record date of the share
split (if no record date is determined, the effective date of the
share split); and in the case of a share consolidation, on or after
the effective date of the share consolidation. However, if a share
split is conducted on condition that a proposal is passed at the
Company’s shareholders’ meeting to reduce the amount of surplus and
increase the amount of stated capital or capital reserve, and where
the date of the close of that shareholders’ meeting or any date
before that is to be the record date for the share split, then the
Number of Allotted Shares After Adjustment shall be applied on or
after the date immediately following the date on which the
shareholders’ meeting is closed.
When adjusting the Number of Allotted Shares, the Company shall
notify or publicly notify such parties holding each warrant as
stated in the warrant register (“Warrant Holder(s)”) of necessary
matters up to the date immediately before the date of application
of the Number of Allotted Shares After Adjustment. However, if the
Company is unable to notify or publicly notify up to that date, it
shall notify or publicly notify it promptly after the
application.
(5) Value of assets to be contributed upon exercise of
warrants
1) The value of assets to be contributed when
each warrant is exercised shall be the Number of Allotted Shares
multiplied by the amount paid per share that can be delivered by
exercise of that warrant (the “Exercise Price”). The Exercise Price
shall be obtained by multiplying 1.05 by the average closing price
in ordinary trading of the Company’s shares of common stock on the
Tokyo Stock Exchange for each day (excluding any day on which no
trade is executed) of the month preceding the month in which the
Allotment Date belongs, and any fraction less than 1 yen arising
due to such calculation will be rounded up. However, when the
amount of the Exercise Price calculated this way is less than the
closing price (or closing price of the immediately preceding
trading day when there is no closing price) of the shares of the
Company’s common stock on the Allotment Date, the Exercise Price
shall be that closing price.
2) If the Company falls under any of the
following items (a) to (c) after the Allotment Date with respect to
its common stock, it shall adjust the Exercise Price using each of
the respective formulas (the “Exercise Price Adjustment Formula”)
set forth below; and any fractions less than 1 yen arising due to
the adjustment shall be rounded up.
(a) When conducting a share split or a share
consolidation
Exercise PriceAfterAdjustment
=
Exercise PriceBefore Adjustment
× 1
Share splitor share consolidationratio
Exercise Price After Adjustment shall be
applied, in the case of a share split, on or after the record date
of the share split (if no record date is determined, the effective
date of the share split); and in the case of a share consolidation,
on or after the effective date of the share consolidation. However,
if a share split is conducted on condition that a proposal is
passed at the Company’s shareholders’ meeting to reduce the amount
of surplus and increase the amount of stated capital or capital
reserve, and where the date of the close of that shareholders’
meeting or any date before that is to be the record date for the
share split, then the Number of Allotted Shares After Adjustment
shall be applied on or after the date immediately following the
date on which the close of the shareholders’ meeting took
place.
(b) When issuing new shares of the Company’s
common stock or disposing of treasury shares at a price lower than
the market value (excluding where the foregoing is conducted by
exercising warrants)
Numberof SharesAlreadyIssued
+
Number ofShares to beNewly Issued
×
Amount to bePaid-in PerShare
ExercisePrice AfterAdjustment
=
Exercise PriceBeforeAdjustment
× Market Value Per Share Number of Shares Already
Issued
+ Number of Shares to be Newly Issued
(i) The “Market Value” used in the above
Exercise Price Adjustment Formula shall be the average (calculated
to the second decimal place and rounded off to the first decimal
place) closing price (including indicated quotation; the same
below) in ordinary trading of the Company’s shares of common stock
on a listed financial instruments exchange (if the Company’s common
stock is listed on more than one financial instruments exchange,
the principal exchange that is determined to be the most
appropriate, considering the trading volume, pricing ratio, and
other factors concerning the Company’s common stock, during the
period mentioned later) in 30 trading days (excluding days without
a closing price) starting on the 45th trading day before the
application date of the Exercise Price After Adjustment.
(ii) The “Number of Shares Already Issued” in
the above Exercise Price Adjustment Formula shall be the amount
obtained by deducting the number of treasury shares concerning the
Company’s common stock, from the total number of issued shares of
the Company’s common stock as of the date one month before the
application date of the Exercise Price After Adjustment (if there
is no record date), or as of the record date (if there is a record
date). If the Company disposes of treasury shares of its common
stock, the “Number of Shares to be Newly Issued” in the above
formula shall be replaced by the “Number of Treasury Shares to be
Disposed of”.
(iii) The Exercise Price After Adjustment
shall be applied on or after the date immediately following the
date on which the relevant amount is paid-in (if the period for
pay-in is determined, the last day of that period), or if there is
a record date for the subscription, on or after the date
immediately following the record date.
(c) In addition to the above, if it is
appropriate to adjust the Exercise Price because of the Company’s
merger with another company, among others, after the Allotment
Date, the Company shall adjust the Exercise Price as necessary to a
reasonable extent.
(d) When adjusting the Exercise Price, the
Company shall notify or publicly notify the Warrant Holders of
necessary matters up to the date immediately before the date of
application of the Exercise Price After Adjustment. However, if the
Company is unable to notify or publicly notify it up to that date,
it shall notify or publicly notify it promptly after the
application.
(6) Exercise period for warrants
The exercise period for warrants shall be from July 18, 2018 to
July 18, 2027 (the “Exercise Period”). However, if the last day of
the Exercise Period falls on a Company holiday, the immediately
preceding business day shall be the last day.
(7) Matters regarding stated capital and capital reserve that
are to increase when shares are issued upon the exercise of
warrants
1) The amount of stated capital to increase
when shares are issued upon the exercise of warrants shall be the
amount equivalent to half of the maximum amount of increase in
stated capital calculated according to Article 17,
Paragraph 1 of the Rules of Corporate Accounting. If fractions
less than 1 yen arise due to the calculation, then the fractions
shall be rounded up.
2) The amount of capital reserve to increase
when shares are issued upon the exercise of warrants shall be the
amount obtained by deducting (x) the amount of stated capital to be
increased set forth in 1) above from (y) the maximum amount of
increase in stated capital mentioned in 1) above.
(8) Restriction on acquisition of warrants by transfer
Acquisition of warrants by transfer shall be subject to approval
by resolution of the Company’s board of directors.
(9) Conditions for exercise of warrants
1) In the case of death of a Warrant Holder,
an heir of that holder cannot exercise that holder’s warrants.
However, the foregoing shall not apply if the Company’s board of
directors approves such exercise.
2) Warrant Holders must be in the position of
director, auditor, executive officer, or employee of the Company or
its associated companies (i.e., the associated companies as set
forth in the Ordinance on Terminology, Forms, and Preparation
Methods of Financial Statements, etc.) when exercising the
warrants. However, this shall not apply in cases of the retirement
of a director, auditor, or executive officer of the Company or its
associated companies due to the expiration of his or her term of
office, or other cases determined to have a reason to be justified
by the Company’s board of directors.
3) Each warrant cannot be exercised
partially.
(10) Allotment date of warrants
July 18, 2017
(11) Date of payment of money to be made in exchange for
warrants
July 18, 2017
(12) Matters regarding acquisition of warrants
If a proposal under the following items 1), 2), 3), 4), or 5) is
approved at the Company’s shareholders’ meeting (in the case where
a resolution at a shareholders’ meeting is not required, if a
resolution is passed by the Company’s board of directors or a
determination is made by a delegated executive officer in
accordance with Article 416, paragraph 4 of the Companies Act), the
Company may acquire a warrant without compensation on a date
separately determined by the board of directors (or by a delegated
executive officer in accordance with Article 416, paragraph 4 of
the Companies Act):
1) a proposal to approve a merger agreement
by which the Company will be a disappearing company;
2) a proposal to approve a split agreement or
a split plan by which the Company will be a splitting company;
3) a proposal to approve a share exchange
agreement or a share transfer plan by which the Company will be a
wholly-owned subsidiary;
4) a proposal to approve an amendment to the
Company’s articles of incorporation establishing a provision, with
respect to all issued shares of the Company, that an acquisition of
those shares by transfer shall require the Company’s approval;
or
5) a proposal to approve an amendment to the
Company’s articles of incorporation establishing a provision, with
respect to shares of the class subject to the warrants, that an
acquisition of those shares by transfer shall require the Company’s
approval, or with respect to the shares of that class, that the
Company shall acquire all of those shares by a resolution of the
Company’s shareholders’ meeting.
(13) Matters regarding delivery of warrants in conjunction with
organizational restructuring
If the Company conducts a merger (limited to where the Company
will disappear in a merger), absorption-type split or
incorporation-type split (in each case, limited to where the
Company becomes a splitting company), or share exchange or share
transfer (in each case, limited to where the Company becomes a
wholly-owned subsidiary) (collectively, the “Organizational
Restructuring”), the Company shall deliver to Warrant Holders who
hold the remaining warrants (the “Remaining Warrants”) at the time
immediately preceding the effective date of the Organizational
Restructuring (i.e., in each case, the date on which the
absorption-type merger becomes effective, the date on which a stock
company is incorporated through the consolidation-type merger, the
date on which the absorption-type split becomes effective, the date
on which a stock company is incorporated through the
incorporation-type split, the date on which the share exchange
becomes effective, or the date on which a wholly-owning parent
company is incorporated through the share transfer; the same below)
warrants of any of the stock companies listed in Article 236,
Paragraph 1, Item (viii), (a) to (e) of the Companies Act (the
“Restructured Company”), upon the respective Organizational
Restructuring. In this case, the Remaining Warrants shall
disappear, and the Restructured Company shall newly issue warrants.
However, an absorption-type merger agreement, consolidation-type
merger agreement, absorption-type split agreement,
incorporation-type split plan, share exchange agreement, or share
transfer plan shall state that warrants of the Restructured Company
shall be delivered according to each of the following:
1) Number of warrants of the Restructured
Company to be delivered
The number equivalent to the number of the
Remaining Warrants held by the respective Warrant Holders shall be
delivered.
2) Class of shares of the Restructured
Company subject to warrants
Common stock of the Restructured Company.
3) Number of shares of the Restructured
Company subject to warrants
To be determined according to (4) above by
taking into consideration the conditions and the like for the
Organizational Restructuring.
4) Value of assets to be contributed upon the
exercise of warrants
The value of assets to be contributed upon
the exercise of each warrant to be delivered shall be the amount
obtained by taking into consideration the conditions and the like
of the Organizational Restructuring, and by multiplying (x) the
Exercise Price after the Organizational Restructuring, which is
obtained by adjusting the Exercise Price determined according to
(5) above by (y) the number of shares of the Restructured Company
subject to the warrants, which is determined according to 3)
above.
5) Exercise period of warrants
The exercise period shall be from the later
of either (i) the commencement date of the period in which warrants
may be exercised as set forth in (6) above, or (ii) the effective
date of the Organizational Restructuring, to the expiration date of
the period in which warrants may be exercised as set forth in (6)
above.
6) Matters regarding stated capital and
capital reserve that are to increase when shares are issued upon
the exercise of warrants
To be determined according to (7) above.
7) Restriction on acquisition of warrants by
transfer
The acquisition of warrants by transfer shall
require the approval of the board of directors of the Restructured
Company.
8) Other conditions for exercising
warrants
To be determined according to (9) above.
9) Clauses regarding acquisition of
warrants
To be determined according to (12) above.
(14) Arrangement concerning fractions less than 1 share arising
due to the exercise of warrants
If the number of shares to be delivered to Warrant Holders
exercising their warrants includes any fractions less than 1 share,
the fractions shall be rounded down.
(15) People who are to be allotted warrants, the number thereof,
and the number of warrants to be allotted
Allottee Number
Number of warrants
Executive officersof the Company
Nine (9)
9,616
Director of one of theCompany’s
subsidiaries
One (1) 1,803 Total Ten (10)
11,419
End.
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version on businesswire.com: http://www.businesswire.com/news/home/20170626005807/en/
LINE Global PRIcho Saito, +81-3-4316-2104dl_gpr@linecorp.co
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