SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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LINE Corporation
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(Registrant)
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June 26, 2017
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By: /s/ In Joon Hwang
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(Signature)
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Name: In Joon Hwang
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Title: Director and Chief Financial Officer
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LINE
Corporation Issues Stock Options (Warrants)
TOKYO--(BUSINESS WIRE)--June 26, 2017--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
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Exercise Price
After
Adjustment
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=
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Exercise Price
Before Adjustment
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×
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1
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Share split
or share consolidation
ratio
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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)
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Number
of
Shares
Already
Issued
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+
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Number of
Shares to be
Newly Issued
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×
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Amount to be
Paid-in Per
Share
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Exercise
Price After
Adjustment
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=
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Exercise Price
Before
Adjustment
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×
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Market Value Per Share
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Number of Shares Already Issued
+ Number of Shares to be Newly Issued
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(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
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Allottee
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Number
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Number of warrants
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Directors of the Company
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Four (4)
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12,621
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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
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Exercise Price
After
Adjustment
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=
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Exercise Price
Before Adjustment
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×
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1
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Share split
or share consolidation
ratio
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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)
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Number
of Shares
Already
Issued
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+
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Number of
Shares to be
Newly Issued
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×
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Amount to be
Paid-in Per
Share
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Exercise
Price After
Adjustment
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=
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Exercise Price
Before
Adjustment
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×
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Market Value Per Share
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Number of Shares Already Issued
+ Number of Shares to be Newly Issued
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(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 officers
of the Company
|
|
Nine (9)
|
|
9,616
|
|
|
|
|
|
Director of one of the
Company’s subsidiaries
|
|
One (1)
|
|
1,803
|
|
|
|
|
|
Total
|
|
Ten (10)
|
|
11,419
|
|
|
|
|
|
|
End.
CONTACT:
LINE Global PR
Icho Saito, +81-3-4316-2104
dl_gpr@linecorp.co