Nidec Corporation (TOKYO:6594; OTC US: NJDCY) (“Nidec” or the
“Company”) today announced that its Board of Directors has resolved
to dispose treasury stock through third-party allotment (the
“Disposal of Treasury Stock”) at a meeting held on July 23,
2024.
1. Outline of the Disposal of Treasury Stock
1.
Date of Disposal
August 7, 2024
2.
Class and Total Number of Shares to be Disposed of
381,600 shares of common stock
A) Board Incentive Plan Trust Account:
268,500 shares
B) Employee Stock Ownership Plan Trust
Account: 113,100 shares
3.
Disposal Value
6,812 yen per share
4.
Total Disposal Value
2,599,459,200 yen
5.
Disposal Recipient
A) The Master Trust Bank of Japan,
Ltd.
(Board Incentive Plan Trust Account:
76268)
B) The Master Trust Bank of Japan,
Ltd.
(Employee Stock Ownership Plan Trust
Account: 76269)
6.
Other
The disposal of Treasury Shares shall be
conducted subject to the effectiveness of the registration
statement submitted under the Financial Instruments and Exchange
Act.
2. Purpose of and Reason for the Disposal
The Company resolved to continue the “Board Incentive Plan”
Trust (the “BIP” Trust) for Directors (excluding Founder and
Chairman of the Board, Outside Directors and those who are Audit
and Supervisory Committee Members), Executive Officers, and
individuals who have the equivalent status (the “Directors, etc.”)
of the Company, and Directors (excluding Outside Directors) and
Executive Officers of the Affiliate Companies (the “Affiliate
Directors, etc.,” “Directors, etc. covered by the BIP” along with
the Company’s Directors, etc.) and the “Employee Stock Ownership
Plan” Trust (the “ESOP” Trust) for Executives in the Company and
overseas (the “Executives”), both of which were adopted in 2018,
till 2027.
The Disposal of Treasury Stock shall be carried out in the form
of disposal of treasury stock through third-party allotment to The
Master Trust Bank of Japan, Ltd. (Board Incentive Plan Trust
Account: 76268) , the co-trustee under the BIP trust agreement
concluded between the Company and Mitsubishi UFJ Trust and Banking
Corporation, and to The Master Trust Bank of Japan, Ltd. (Employee
Stock Ownership Plan Trust Account: 76269), the co-trustee under
the ESOP trust agreement concluded between the same parties.
The number of shares to be disposed of shall be the number of
shares expected to be delivered to Directors, etc. covered by the
BIP and the Executives covered by the ESOP during the trust period
pursuant to the Policies on the BIP and the ESOP, and its dilution
shall be limited in scale to 0. 06% (rounded off to two decimal
places) of the total number of shares outstanding, which, in terms
of voting rights, corresponds to 0. 07% (rounded off to two decimal
places) of the total number of voting rights at 5,742,882, as of
March 31, 2024.
As the shares of the Company allotted through the Disposal of
Treasury Stock shall be delivered to Directors, etc. covered by the
BIP and the Executives covered by the ESOP pursuant to the Policies
on the BIP and the ESOP, and also as it is not assumed for the
shares from the Disposal of Treasury Stock to temporarily flow into
the stock market, the Company believes that its impact on secondary
market shall be insignificant, and that the number of shares
disposed of, as well as its scale of dilution, shall be within a
reasonable range.
In addition, for the outlines of the BIP Trust and the ESOP
Trust, please refer to the April 23, 2024 notice regarding the
continuation of, and partial revision to, the performance share
plan for the Nidec Group’s Directors, etc., and the April 24, 2018
notice regarding the adoption of a new performance share plan for
the Nidec Group’s Executives in Japan and overseas.
Outline of the BIP Trust Agreement
1. Type of Trust
Monetary trust other than an individually
operated designated money trust (third-party benefit trust)
2. Purpose of Trust
Provide Directors, etc. covered by the BIP
with incentives
3. Trustor
The Company
4. Trustee
Mitsubishi UFJ Trust and Banking
Corporation
(Co-trustee: The Master Trust Bank of
Japan, Ltd.)
5. Beneficiaries
Directors, etc. covered by the BIP who
meet the beneficiary requirements
6. Trust administrator
A third-party individual who has no
conflict of interest with the Company and the Affiliate Company(
Certified public accountant)
7. Date of trust agreement
July 26, 2018
8. Trust term
July 26, 2018 to August 31, 2024
(tentative)
(scheduled to be extended until August 31,
2027 through revision of a trust agreement in July 2024)
9. Exercise of voting rights
No voting rights will be exercised,
Outline of the ESOP Trust Agreement
1. Type of Trust
Monetary trust other than an individually
operated designated money trust (third-party benefit trust)
2. Purpose of Trust
Provide the Executives with incentives
3. Trustor
The Company
4. Trustee
Mitsubishi UFJ Trust and Banking
Corporation
(Co-trustee: The Master Trust Bank of
Japan, Ltd.)
5. Beneficiaries
The Executives covered by the ESOP, who
meet the beneficiary requirements
6. Trust administrator
A third person who has no conflict of
interest with the Company and the Affiliate Company( Certified
public accountant)
7. Date of trust agreement
July 26, 2018
8. Trust term
July 26, 2018 to August 31, 2024
(tentative)
(scheduled to be extended until August 31,
2027 through revision of a trust agreement in July 2024)
9. Exercise of voting rights
No voting rights will be exercised.
3. Basis for and Details of the Calculation of Disposal
Value
To eliminate arbitrariness in determining disposal value, the
Company has taken recent trends in its stock price into
consideration and has set the disposal value at 6,812 yen per
share, the closing price announced by Tokyo Stock Exchange, Inc.
(the “Tokyo Stock Exchange”) on July 22, 2024, the business day
immediately prior to the date on which the resolution with regard
to the disposal of treasury stock was passed by the Board of
Directors. The Company’s reason for adopting the closing price
announced on that date is that the market price announced
immediately prior to the Board of Directors’ decision serves as an
objective and reasonable indicator that provides a fair basis for
the calculation of disposal value.
In addition, the Company’s Audit and Supervisory Committee
(comprising five members, three of whom are Outside Directors),
concluded that said disposal value was reasonably and legally
calculated and does not constitute a value arbitrarily determined
in favor of the Company.
4. Procedures under the Code of Corporate Conduct
The Disposal of Treasury Stock will result in only a minor
dilution of shares, well below the prescribed level of 25%, while
producing no changes in the holdings of controlling shareholders.
Therefore, third-party opinions and the confirmation of the
shareholders’ consensus, which would otherwise be mandated based on
Article 432 of the Tokyo Stock Exchange’s Securities Listing
Regulations, are not required.
-###-
(Appendix) On April 23 2024, we disclosed " Notice Regarding the
Continuation of the Performance Share Plan for the Nidec Group’s
Executives and Others, and Partial Amendment to the Plan." in
Japanese. We will disclose the notice translated in English as
follows.
Released on April 23, 2024, in Kyoto, Japan
Notice Regarding the Continuation of the
Performance Share Plan for the Nidec Group’s Executives and Others,
and Partial Amendment to the Plan
Nidec Corporation (TOKYO:6594; OTC US: NJDCY) (“Nidec” or the
“Company”) today announced that it has resolved, in the meeting of
its Board of Directors held on April 23, 2024, to submit to the
51st Annual General Meeting of Shareholders (the “General Meeting
of Shareholders”) scheduled for June 2024 a bill regarding the
partial amendment to, and the continuation thereafter of, the Board
Incentive Plan Trust (the “BIP Trust”) introduced as a performance
share plan (the “Performance Share Plan”) for the Company’s
Directors (excluding Founder and Executive Chairman, Outside
Directors, and those who are Audit and Supervisory Committee
Members), Executive Officers and individuals who have the
equivalent status (the “Company’s Directors, etc.”), and Directors
(excluding Outside Directors) and Vice Presidents (“Nidec Group
companies’ Directors, etc.,” and referred to as “Intended
Directors, etc.” together with the Company’s Directors, etc.) of
the Company’s main group companies, as described below.
The Performance Share Plan after the amendment
(1) Outlook of the Performance Share Plan
The Performance Share Plan to be amended and
continued is a stock compensation system that: covers three
consecutive business years (i.e., the fiscal year ending March 31,
2025 to the one ending March 31, 2027) (the “Intended Period”);
provides the Intended Directors, etc. with points based on, among
others, their titles and the degree of achievement based on their
annual performance targets; and, after the Intended Period, issues
and pays (“issue, etc.”) the number of the Company’s shares and the
amount of money that corresponds to that of the Company’s shares
converted into cash (“the Company’s shares, etc.”), both to be
calculated based on the number of given points accumulated (as
defined in (5) below. The same applies hereinafter) (the “number of
points accumulated”).
If the BIP Trust is continued based on (4)
(ii) below, the following three business years will be the Intended
Period.
(2) Resolution at the General Meeting of Shareholders regarding
the Performance Share Plan
At their respective General Meetings of
Shareholders, the Company and its group companies will: resolve,
among other necessary matters, the upper limit of the amount of
money to be placed into the BIP Trust during the Intended Period,
and the upper limit of the total number of the Company’s shares,
etc. to be issued, etc. to the Intended Directors, etc.; and manage
the Performance Share Plan within the range approved by the General
Meetings of Shareholders.
(3) Intended targets of the Performance Share Plan (requirements
for recipients)
In principle, the Intended Directors, etc.,
who must meet the following requirements as recipients, must follow
a designated procedure to be confirmed as recipients, and be
issued, etc. the Company’s shares, etc. from the BIP Trust based on
the number of points.
- In principle, the Intended Directors, etc. must be Intended
Directors, etc. during the Intended Period;*1
- The Intended Directors, etc. must not leave office due to
personal reasons, dismissal, etc., or engage in certain activities
in violation of any internal or external rule, regulation, or law
while in office ; and
- The Intended Directors, etc. must meet requirements deemed
necessary for them to achieve the Performance Share Plan’s
aim.
*1. The Company’s shares, etc. may be issued,
etc. even before the end of the Intended Period if a decision is
made for an Intended Director, etc. to be transferred overseas.
(4) Trust period
(i) The trust period after the Performance Share Plan is decided
to be continued
While the trust period of the BIP Trust set
based on the Performance Share Plan was approximately three years
until August 31, 2024, the Company plans, upon the continuation of
the Performance Share Plan, to extent the BIP Trust’s trust period
for an additional three years from August 2024.
(ii) Continuation of the BIP Trust
Upon the expiration of the trust period, the
Company may, by revising the trust agreement or placing an
additional amount in the trust, continue the BIP Trust as the
Performance Share Plan or a performance share plan similar to the
Performance Share Plan. In such case, the Company will extend the
BIP Trust’s trust period by three years, while the Company and its
group companies will obtain approval at their respective General
Meetings of Shareholders regarding each extended trust period, then
provide additional funds within the upper limit of the amount of
money to be contributed to the BIP Trust during the new Intended
Period, to continue to provide Intended Directors, etc. with
points. However, when such an additional contribution is made, if
there is any share of the Company and money remaining in the trust
property (excluding those shares of the Company that corresponds to
the points issued to Intended Directors, etc., but that are yet to
be issued, etc.) (“remaining shares, etc.”), the total of the
remaining shares, etc. and the additional trust money to be
contributed must be approved at respective General Meetings of
Shareholders, and be below the upper limit of the amount of money
to be contributed to the BIP Trust during the new Intended Period.
The trust period may not be just one-time, but may be extended
repeatedly thereafter.
(5) Number of the Company’s shares, etc. to be issued, etc. to
Intended Directors, etc.
The number of the Company’s shares, etc. to
be issued, etc. to Intended Directors, etc. will be based on the
number of the points to be calculated based on the following
point-calculation formula, and a point will be regarded as a share
of the Company. If the number of the Company’s shares in the BIP
Trust increases or decreases due to, for example, share split,
allotment of shares without contribution, or share consolidation,
the Company will, based on the degree of such increase or decrease,
adjust the number of upper limit of the number of the Company’s
shares, etc. to be issued, etc. per point, and the upper limit of
the number of shares in (7) (ii) below.
(Point-calculation formula) The Company will calculate the
performance-linked points by multiplying the points calculated by
dividing the basic compensation amount predetermined for each
position with the share price as of the BIP Trust’s acquisition of
the Company’s shares (“base units”), with the performance-linked
points calculated based on the degree of achieving annual targets,
etc., and pay the resulting amount to the Intended Directors, etc.
who are in office as of each business year during the Intended
Period.
Formula to calculate the base units
:
Basic compensation amount predetermined for each position /
Average unit price as of the BIP Trust’s acquisition of the
Company’s shares
Formula to calculate the number of performance-linked points
:
Base units x Performance-linked coefficient (*2)(*3)
(*2) The performance-linked coefficient will
assess, among others: the degree of achievement in consolidated
sales and operating profit in the annual business plan; and, from
the business year ending March 31, 2025, the number of ESG
evaluation institutions that grant us the scores and ratings we
target in the three major institutions (MSCI, FTSE and CDP). The
performance-linked coefficient will fluctuate in the rage of 0% -
200%.
(*3) The number of points to be provided to
those Intended Directors, etc. who left office during the trust
period, due to retiring, etc. will be adjusted based on the
individuals’ terms in office, etc.
(6) How and when to issue, etc. the Company’s shares, etc. to
Intended Directors, etc.
Those Intended Directors, etc. who meet the
requirements as recipients of the Company’s shares, etc. will be
issued the number of the Company’s shares that are equivalent of
50% of the number of points accumulated in (5) above during a
designated period after the end of the Intended Period (Odd shares
will be disregarded), while the Company’s shares equivalent to the
remaining number of points accumulated will be converted into cash
in the BIP Trust, and the Intended Directors, etc. will receive the
amount of money equivalent to the amount converted into cash.
However, if those Intended Directors, etc. do not own a brokerage
account for Japanese stocks, the Company’s shares equivalent to the
number of points accumulated will be converted into cash in the BIP
Trust, and the Intended Directors, etc. will receive the amount of
money equivalent to the amount converted into cash. Directors, etc.
who leave office during the trust period (excluding those who leave
office due to personal reasons, dismissal, etc.) will be issued the
Company’s shares equivalent to 50% of the number of points
accumulated as of leaving office (Odd shares will be disregarded),
and the Company’s shares equivalent to the remaining number of
points accumulated will be converted into cash in the BIP Trust,
and the Directors, etc. will receive the amount of money equivalent
to the amount converted into cash.
If any of Intended Directors, etc. deceases
while in office, the Company’s shares equivalent to the number of
points accumulated at the time of the death of the Intended
Directors, etc. will be converted into cash in the BIP Trust, and
the heir(s) of the deceased Intended Directors, etc. will receive
the amount of money equivalent to the amount converted into
cash
Additionally, if a decision is made for any
Intended Directors, etc. to be transferred overseas, the Company’s
shares equivalent to the number of points accumulated will be
converted into cash in the BIP Trust prior to the end of the
Intended Period, and such Intended Directors, etc. may receive the
amount of money equivalent to the amount converted into cash while
in office.
(7) Upper limit of the trust money to be contributed to the BIP
Trust for the Company’s Directors, etc., and the upper limit of the
number of the Company’s shares, etc. issued by the BIP Trust to the
Company’s Directors, etc.
The upper limit of the trust money to be
contributed to the BIP Trust as stock-based compensation to
Company’s Directors, etc. during the Intended Period, and the upper
limit of the Company’s shares, etc. to be issued, etc. by the BIP
Trust must be below the following upper limit, provided that such
amount be resolved at the Annual General Meeting of
Shareholders:
(i) Upper limit of the trust money to be
contributed to the BIP Trust as a stock-based compensation for
Company’s Directors, etc. for the continued Intended Period:
JPN2.73 billion*
However, if the BIP Trust in (4) (ii) above
is to be continued, the upper limit of the trust money to be
contributed to the BIP Trust as a stock-based compensation for the
Company’s Directors, etc. during the Intended Period will be
JPN2.73 billion for each new Intended Period (three-year business
period).
*4. The amount will be the total of the BIP
Trust-provided share acquisition fund and the combination of the
trust fees and costs.
(ii) Upper limit of the number of the
Company’s shares, etc. to be issued, etc. by the BIP Trust as a
stock-based compensation for Company’s Directors, etc. regarding
the continued Intended Period: 367,500 shares.*5
However, if the BIP Trust in (4) (ii) above
is to be continued, the upper limit of the number of the Company’s
shares, etc. to be issued, etc. by the BIP Trust as a stock-based
compensation for Company’s Directors, etc. regarding a new Intended
Period will be 122,500 shares per business year, and 367,500 shares
for the Intended Period (three-business year period).
*5. The upper limit of the Company’s shares,
etc. to be issued, etc. was set based on the present shares price,
etc. used as a reference, and also based on the upper limit of the
above trust money.
In addition to the above, the Company will
contribute money to acquire the Company’s shares for the to be
issued, etc. to the Directors, etc. of the Company’s group
companies, within the upper limit of the trust money resolved at
the individual companies’ General Meetings of Shareholders, and
manage the Company’s shares in the BIP Trust based on the amounts
of the individual group companies’ trust money.
(8) How the BIP Trust should acquire the Company’s shares
The BIP Trust plans to acquire the Company’s
shares from either the stock market or the Company (the portion for
treasury share disposal), within the upper limit of the trust money
in (7) above and within the upper limit of the Company’s shares,
etc. to be issued, etc.
(9) How to exercise the voting right for the Company’s shares in
the BIP Trust
During the trust period, to secure neutrality
in business management, the voting rights will not be exercised for
the Company’s shares in the BIP Trust’s trust period.
(10) How to treat dividends of the Company’s shares in the BIP
Trust
The BIP Trust will receive the dividends for
the Company’s shares in the BIP Trust, and used it for the BIP
Trust’s trust-based compensation and fees. If, after the dividends
are used for the trust-based compensation and fees, there is any
residue as of the end of the trust, the money will be donated to an
organization not related to the Company or any of its group
companies. If the Company continues to use the BIP Trust, the
residual money will be utilized to acquire shares.
(11) How to treat residual shares as of the end of the trust
period
If, due to failure to achieve a business
target, etc., there is any residual share as of the expiration of
the trust period, the Company may, by revising the trust agreement
or placing additional trust, continue the BIP Trust as a
performance share plan similar to the Performance Share Plan. When
ending the BIP Trust at the expiration of the trust period, the BIP
plans to, as a measure to return profit to shareholders, transfer
the residual shares to the Company for free of charge, and the
Company plans to cancel the shares based of resolution at a meeting
of its Board of Directors.
Reference
Details of trust agreement
1
Type of Trust
Monetary trust other than an individually
operated designated money trust
(third-party benefit trust)
2
Purpose of Trust
Provide Directors, etc. covered by the
Plan with incentives.
3
Trustor
The Company
4
Trustee
Mitsubishi UFJ Trust and Banking
Corporation
(Co-trustee: The Master Trust Bank of
Japan, Ltd.)
5
Beneficiaries
Directors, etc. covered by the Plan who
meet the beneficiary requirements
6
Trust administrator
A third person who has no conflict of
interest with the Company and the Affiliate Company(Certified
public accountant)
7
Date of extending the trust agreement
August 2024 (tentative)
8
Trust term
July 26, 2018 – August 31, 2027
(tentative)
9
Start of the Plan
July 26, 2018
10
Exercise of voting rights
No voting rights will be exercised.
11
Type of acquired shares
Common Company shares
12
Amount of trust money
JPY2.73 billion (tentative) (including
trust fee and trust expenses)
13
Manner of share acquisition
To be acquired from the stock exchange
market or the Company (the portion for treasury share disposal)
14
Granted rights holder
The Company
15
Residual properties
Residual properties that the Company,
which is the holder of granted rights, can receive are within the
extent of allowances for trust expenses etc., which are calculated
by deducting funds to acquire Company shares from the Trust
money.
Note: The tentative dates given above are subject to change to
appropriate dates according to the applicable laws and
regulations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240723471638/en/
Teruaki Urago General Manager Investor Relations
+81-75-935-6140