Toyota Industries Corporation (the“Company”) announced that at a meeting of the Board of Directors held on July 30, 2010 (the ''Meeting''), the Company has decided the details of the terms and conditions of issuance of rights to subscribe for or purchase shares of the Company for the purpose of granting stock options, pursuant to Article 236, 238 and 239 of the Corporation Act of Japan and the resolution at the 132nd Ordinary General Meeting of Shareholders of the Company and we hereby inform you as follows.
The amount of assets to be paid upon the exercise of Subscription rights to shares and other undetermined matters are to be decided by the allotment date of Subscription rights to shares (which is currently scheduled on August 2, 2010).
- Reason for Issuance of Subscription rights to shares without Consideration
The Company will issue Subscription rights to shares to Directors, Managing Officers and employees of the Company in order to enhance enthusiasm and raise morale for improving business performance and thereby contribute to strengthening the Company's international competitiveness.
- Type and Number of Shares to be Issued or Transferred upon Exercise of Subscription rights to shares
1,262,000 shares of common stock of the Company
Provided, however, that if the number of shares to be issued or transferred upon exercise of each Subscription right to shares is adjusted in accordance with 3 below, such number of shares to be issued or transferred shall be adjusted to the number obtained by multiplying the number of shares after adjustment by the total number of Subscription rights to shares to be issued.
- Total Number of Subscription rights to shares
12,620 units
The number of shares to be issued or transferred upon exercise of each Subscription right to shares (the “Number of Shares to be Granted”) shall be 100; provided, however, that if the Company splits its shares (including the allotment of common stock to shareholders without consideration; hereinafter the same shall apply) or consolidates its shares after the allotment date of the Subscription rights to shares (the “Allotment Date”), the Number of Shares to be Granted shall be adjusted according to the following formula.
Number of Shares to be
Granted after adjustment |
= |
Number of Shares to be
Granted before adjustment |
× |
Ratio of split
(or consolidation) |
The adjustment above shall be made only to the number of shares for the unexercised Subscription rights to shares remaining at the relevant time. If any fraction less than one share arises as a result of such adjustment, such fraction shall be discarded.
- Number of Subscription rights to shares to be Granted and Number of Grantees
Number of Grantees
(persons) |
Number of Subscription rights
to shares to be Granted
per
Grantee |
Total Number of Subscription
rights to shares to be Granted |
Directors
(16 persons) |
300-400 |
5,500 |
Managing Officers/employees
(146 persons) |
20-200 |
7,120 |
| Total (162 persons) |
— |
12,620 |
|
The Number of Subscription rights to shares to be allotted to each grantee shall be applicable in cases where the relevant grantee has submitted an application for the subscription of Subscription rights to shares in the Number of Subscription rights to shares to be Allotted, or in a number exceeding such number, pursuant to Article 242, Paragraph 2 of the Corporation Act, and if the Number of Subscription rights to shares the relevant grantee applies for is less than the Number of Subscription rights to shares to be Allotted, the allotted number shall be the number applied for by such grantee.
- Amount Paid for Issuance of Subscription rights to shares
No monetary payment shall be required for Subscription rights to shares issued in accordance with the resolution of the Meeting.
- Amount of Assets to be Paid upon Exercise of Subscription rights to shares (Exercise Price)
The amount of assets to be paid upon exercise of each Subscription right to shares shall be the amount obtained by multiplying the amount to be paid per share issued or transferred upon exercise of Subscription rights to shares (the “Exercise Price”) by the Number of Shares to be Granted. The Exercise Price shall be as follows.
The Exercise Price shall be 1.05 times the average closing price of the Company's common stock on the Tokyo Stock Exchange in regular trading for the whole month prior to the month of the issuance date (excluding non-trading days), and any fraction less than one yen arising therefrom shall be rounded up to the nearest one yen. If, however, the amount so calculated is less than the closing price of the Company's common stock on the Tokyo Stock Exchange in regular trading on the day of the allotment, the said closing price shall be the Exercise Price.
In addition, the Exercise Price shall be adjusted as follows:
| (i) |
If the Company splits or consolidates its shares after the Allotment Date, the Exercise Price shall be adjusted according to the following formula, and any fraction less than one yen arising therefrom shall be rounded up to the nearest one yen. |
| |
| |
|
Exercise Price
after adjustment |
= |
Exercise Price
before adjustment |
× |
1 |
 |
| Ratio of split (or consolidation) |
|
| |
| (ii) |
If the Company issues common stock or sells treasury stock of the common stock at a price below the market price after the Allotment Date, the Exercise Price shall be adjusted according to the following formula, and any fraction less than one yen arising therefrom shall be rounded up to the nearest one yen. No adjustment shall be made, however, in the event that Subscription rights to shares are exercised.
|
| |
| |
|
Exercise Price
after adjustment |
= |
Exercise Price
before adjustment |
× |
Number of
outstanding shares |
+ |
Number of shares
newly issued |
× |
Amount to be paid
per share |
|
| Market price |
|
Number of
outstanding shares |
+ |
Number of shares
newly issued |
|
| |
| |
“Number of outstanding shares” provided for in the above formula does not include the number of shares held by the Company as treasury stock and in the case where the treasury stock is to be sold, “Number of shares newly issued” shall be read as “Number of shares of treasury stock to be sold.” |
| |
| (iii) |
In the event that other class of stock is allotted without consideration to the holders of common stock, shares of another company are delivered to the holders of common stock of the Company as dividends, or in any other similar instance where an adjustment of the Exercise Price is required, in each case after the Allotment Date, an appropriate adjustment shall be made to the extent reasonable. |
- Allotment Date of the Subscription rights to shares
August 2, 2010
- Exercise Period of the Subscription rights to shares
From August 1, 2012 to July 31, 2016.
- Conditions of Exercise of Subscription rights to shares
| (i) |
The grantees of the Subscription rights to shares must be in office as a Director, Managing Officer or an employee, of the Company when exercising the Subscription rights to shares; provided, however, that this condition may be waived for a period of one year and six months after their retirement or leaving company. |
| |
| (ii) |
When grantees of the Subscription rights to shares fail to meet the conditions of exercise of the Subscription rights to shares, they shall immediately lose the rights and return them to the Company without consideration. |
| |
| (iii) |
Other conditions of exercise of Subscription rights to shares shall be in accordance with the provisions of the ''Stock Acquisition Right Contract'' concluded between the Company and the grantees of Subscription rights to shares based on the resolution of the 132nd Shareholders' Meeting and of the Board of Directors' meeting on the issuance of Subscription rights to shares. |
- Events and Conditions of Acquisition of Subscription rights to shares by the Company
Subscription rights to shares may be acquired by the Company without consideration, on a date that shall be provided by the Board of Directors, if a proposal on a merger agreement in which the Company will be dissolved, or a proposal on a share exchange agreement or a share transfer by which the Company will become a wholly-owned subsidiary of another company is approved at a Shareholders' Meeting.
- Restriction on Transfer of Subscription rights to shares
Transfer of Subscription rights to shares shall be subject to approval of the Board of Directors.
- Matters concerning the Paid-in Capital and Capital Surplus to be increased due to the Issuance of Shares upon Exercise of Subscription rights to shares
| (i) |
Amount of paid-in capital to be increased due to the issuance of shares upon exercise of the Subscription rights to shares shall be half of the maximum amount of paid-in capital increase and others which is calculated in accordance with Article 17, Paragraph 1 of the Corporation Accounting Regulations, and any fraction less than one yen arising therefrom shall be rounded up to the nearest one yen. |
| |
| (ii) |
Amount of capital surplus to be increased due to the issuance of shares upon exercise of the Subscription rights to shares shall be an amount determined by subtracting the amount of paid-in capital to be increased provided in the immediately preceding paragraph (i) from the maximum amount of increase in paid-in capital set forth in the immediately preceding paragraph (i). |
- Handling of Fraction
In the case where the number of shares to be issued or transferred to the grantee includes any fraction less than one share, such fraction shall be rounded down.
| (Reference) |
| |
(1) |
Date on which the Board of Directors resolved to propose the issuance of Subscription rights to shares at the Ordinary General Shareholders’ Meeting
May 21, 2010 |
| |
| |
(2) |
Date on which the issuance of Subscription rights to shares was resolved at the Ordinary General Shareholders’ Meeting.
June 23, 2010 |
|
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