Impress Holdings, Inc. Announces Stock Split (Free Issue)
and Year-End Dividend Forecast Revision
Tokyo, May 26, 2005—Impress Holdings, Inc. (TSE: 9479), announced today that it will implement a stock split (free issue) and revise its year-end dividend forecast as follows, per a resolution passed at todayfs Board of Directors Meeting.
1. Stock Split
1) Purpose of the Stock Split
Impress will implement a stock split to facilitate investment in the Company, increase the number of shares in circulation, and expand its shareholder base.
2) Terms of the Stock Split
a) Stock split method
Shareholders listed in the shareholdersf register, the beneficial shareholdersf register, and the fractional shareholdersf register as well as registered shareholders and fractional shareholders as of Thursday, June 30, 2005, will receive three shares for each share held.
b) Increase in the number of shares issued
On Monday, August 22, 2005, the Company will amend Article 5 of its Articles of Incorporation to increase the total number of authorized shares from 827,040 to 1,240,560.
3) Stock Split Schedule
a) Date the split is to be recorded: June 30, 2005 (Thursday)
b) Date the split is to become effective: August 22, 2005 (Monday)
4) Starting date for the calculation of interest dividends
April 1, 2005 (Friday)
5) Other details regarding the stock split will be determined at the Board of Directors meeting.
6) Adjustment of exercise price of new share options
Pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code of Japan, the exercise price of new share options shall be adjusted as follows on July 1, 2005 as a result of the stock split.
| |
Date special resolution was passed by the Board of Directors |
Exercise price before adjustment |
Exercise price after adjustment |
| First round of new stock options |
June 25, 2002 |
¥68,702 |
¥22,901 |
| Second round of new stock options |
June 25, 2002 |
¥57,829 |
¥19,277 |
| Third round of new stock options |
June 25, 2003 |
¥162,000 |
¥54,000 |
| Fourth round of new stock options |
June 24, 2004 |
¥125,182 |
¥41,728 |
| Fifth round of new stock options |
June 24, 2004 |
¥125,182 |
¥41,728 |
Notes:
1) The increase in the number of shares as a result of the stock split has not been clearly specified because the total number of outstanding shares on the date the stock split is to be recorded cannot be determined at the present time as new shares may be issued via the exercise of new share options during the time between the date that the stock split resolution was passed by the Board of Directors and the date the stock split is to be recorded.
2) The number of outstanding shares following the stock split when calculated based on the number of outstanding shares on May 26, 2005 is as follows.
*Number of outstanding shares on May 26, 2005: 124,056
*Increase in the number of shares as a result of the stock split: 248,112
*Number of outstanding shares following the stock split: 372,168
3) The stock split will not result in an increase in capital.
Capital as of March 31, 2005: \5,315,900 thousand
2. Revision of Year-End Dividend Forecast
In light of the upcoming stock split, the Company has made the following revisions to the year-end dividend forecast for the fiscal year ending March 31, 2006, announced on May 12, 2005.
The revisions are a result of the increase in the total number of outstanding shares due to the upcoming stock split. The total dividend amount will not change.
Dividend Forecast for the Fiscal Year Ending March 31, 2006
| |
Interim dividends per share |
Year-end dividends per share |
Annual dividends per share |
| Initial forecast (May 12, 2005) |
— |
¥350.00 |
¥350.00 |
| Revised forecast |
— |
¥116.00 |
¥116.67 |
| Dividends for the fiscal year ended March 31, 2005 |
— |
— |
— |
