Sansan, Inc. (the “Company”) announces today that, in accordance with the provisions of Articles 236, 238 and 240 of the Companies Act, a resolution has been passed to issue Stock Acquisition Rights to its directors and executive officers. Details of the resolution, which was passed at a Board of Directors’ meeting held on July 14, 2021, are as set out below. The Stock Acquisition Rights will be issued at fair value and not particularly favorable to the individuals to whom they are issued. Thus, the Stock Acquisition Rights will be implemented without obtaining approval from a general meeting of shareholders. In addition, the Stock Acquisition Rights will not be paid as remuneration. Instead, those eligible will be able to opt in as an individual investment decision.
The objectives of issuing the Stock Acquisition Rights with charge to directors and executive officers are to further increase their motivation and morale, as well as to further enhance their cohesiveness in order to expand the Company’s shareholder and corporate value over the medium to long term.
The total number of shares of common stock that would increase if all the Stock Acquisition Rights were exercised would be equivalent to 0.06% of the total number of outstanding shares. However, the Stock Acquisition Rights are subject to the outcome of performance targets set in advance, and the Company recognizes that achieving these targets will contribute to increasing shareholder and corporate value. For this reason, the Company believes that the issuance of the Stock Acquisition Rights will contribute to the benefit of its existing shareholders. Additionally, the Company believes that the effect of stock dilution due to the issuance will fall within an acceptable range.
(1)Name of Stock Acquisition Rights
Sansan Inc. Series 6 Stock Acquisition Rights
(2)Persons to Whom Stock Acquisition Rights Are to Be Allotted, Number of those Persons, and Number of Stock Acquisition Rights to Be Allotted
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(3)Class and Number of Shares to Be Acquired upon Exercise of Stock Acquisition Rights
The class of shares to be issued upon exercise of the Stock Acquisition Rights shall be common stock of the Company, and the number of shares to be issued upon exercise of each of the Stock Acquisition Rights (the “Number of Granted Shares”) shall be one hundred (100).
The Number of Granted Shares shall be adjusted according to the following formula in the event that, after the allotment date of the Stock Acquisition Rights, the Company conducts a stock split (including the gratis allotment of common stock of the Company; the same shall apply hereinafter) or a stock consolidation.
Number of Granted Shares after Adjustment = Number of Granted Shares before Adjustment × Ratio of Stock Split (or Stock Consolidation)
In addition, the Number of Granted Shares shall be appropriately adjusted to the extent reasonable in the event that, after the allotment date of the Stock Acquisition Rights, the Company conducts a merger, company split or capital reduction, or other similar events that require adjustment of the Number of Granted Shares. Provided, however, that such adjustment shall be made only with respect to the number of shares underlying the Stock Acquisition Rights that have not been exercised at the time of such adjustment, and any fraction less than one share arising from the adjustment shall be rounded down.
(4)Total Number of Stock Acquisition Rights
200 rights
The total number of shares that are to be issued upon exercise of the Stock Acquisition Rights shall be 20,000 shares of common stock of the Company, and in the event the number of shares to be issued upon exercise of the Stock Acquisition Rights is adjusted pursuant to Paragraph (3) above, the number shall be obtained by multiplying the number of shares to be issued upon exercise of the Stock Acquisition Rights after adjustment by the number of Stock Acquisition Rights.
(5)Amount to Be Paid in Exchange for Stock Acquisition Rights
The amount of money to be paid in exchange for Stock Acquisition Rights shall be JPY109,000. This amount was determined based on the results of a Monte Carlo simulation, which is a general option pricing model, taking into account the stock price and other factors of the Company, by Plutus Consulting Co., Ltd., a third-party valuation institution. Thus, the amount is not particularly favorable to the individuals to whom they are issued.
(6)Value or Calculation Method of Assets to Be Contributed upon Exercise of Stock Acquisition Rights
The value of the assets to be contributed upon the exercise of the Stock Acquisition Rights shall be the amount obtained by multiplying the amount to be paid per share to be issued (the “Exercise Price”) by the Number of Granted Shares.
The Exercise Price shall be JPY8,370.
In the event that the Company conducts a stock split, or a stock consolidation, after the allotment date of the Stock Acquisition Rights, the Exercise Price shall be adjusted according to the following formula, and any fraction less than one JPY arising from the adjustment shall be rounded up.
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In the event that, after the allotment date of the Stock Acquisition Rights, the Company issues new shares or disposes of treasury shares of the Company’s common stock at a price below the market price (except in the case of a conversion or exercise of securities [including those attached to bonds with stock acquisition rights] that can be converted into the Company’s common stock or convertible securities or which enable the holders thereof to make requests for the delivery of the Company’s common stock), the above Exercise Price shall be adjusted according to the following formula, and any fraction less than one JPY arising from the adjustment shall be rounded up.
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In the above formula, the “Number of Outstanding Shares” is the total number of issued common shares of the Company minus the number of treasury shares of common shares held by the Company. When disposing of treasury stock related to the Company’s common stock, the “Number of New Shares to Be Issued” shall be replaced by “Number of Treasury Stock to Be Disposed Of.” In addition, in the event that, after the allotment date of the Stock Acquisition Rights, the Company merges, conducts a gratis allocation of shares, or otherwise requires adjustment of the above exercise price, or should adjustment to the abovementioned exercise price become necessary, the Exercise Price shall be deemed adjustable within an appropriately reasonable range in consideration of the conditions of merger, etc. and the conditions for a gratis allocation of shares.
(7)Exercise Period of Stock Acquisition Rights
The period during which Stock Acquisition Rights are exercisable (the “Exercise Period”) is from September 1, 2022, to August 23, 2031 (provided, however, that if the last day is not a Bank Business Day, it shall be the Previous Bank Business Day).
(8)Conditions of Exercise of Stock Acquisition Rights
(9)Amount of Stated Capital and Capital Reserve to Be Increased Due to Issuance of Shares upon Exercise of Stock Acquisition Rights
(10)Matters Relating to Acquisition of Stock Acquisition Rights
(11)Restrictions on Assignment of Stock Acquisition Rights
Any acquisition of the Stock Acquisition Rights through transfer shall require approval by resolution of the Company’s Board of Directors.
(12)Handling of Stock Acquisition Rights upon Reorganization
In cases where the Company conducts a merger (limited to cases where the Company is dissolved as a result of a merger), an absorption-type company split, an incorporation-type company split, a share exchange or a share transfer (an “Act of Structural Reorganization”), the Stock Acquisition Rights of the Stock Company listed in Article 236(1)(viii)(a) to (e) inclusive of the Companies Act (the “Reorganized Company”) shall be delivered to the Stock Acquisition Rights holder on the effective date of the Act of Structural Reorganization in each case on the following conditions:
Provided, however, that this shall be limited to the cases where it is stipulated in the absorption-type merger
agreement, consolidation-type merger agreement, absorption-type company split agreement, incorporation-type company split plan, share exchange agreement, or share transfer plan that the Stock Acquisition Rights of the Reorganized Company shall be delivered in accordance with the following conditions:
(13)Allotment Date of Stock Acquisition Rights
August 24, 2021
(14)Due Date for Payment in Exchange for Stock Acquisition Rights
August 24, 2021
(15)Due Date for Application
August 16, 2021
(16)Matters related to Stock Acquisition Right Certificates
The Company shall not issue certificates for the Stock Acquisition Rights.