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Notification Regarding Issuing of Stock Options
Tokyo, April 27, 2006 - Impress Holdings, Inc. (TSE: 9479) today announced that the companyfs board of directors today passed a resolution to issue stock options as stipulated in Article 280, Sections 20-1 of the Commercial Code, and as approved at the 13th Ordinary General Meeting of Shareholders, held on June 24, 2005. The specific conditions regarding the stock options to be issued are outlined below.
Details
A. Summary of Reservation Rights for New Shares to be Issued as Stock Options
| (1) |
Reason for issuing reservation rights for new shares (gstock optionsh) with preferential conditions
To provide encouragement and incentive in order to achieve growth in earnings at the Company and its subsidiaries. |
| (2) |
Type and number of shares represented by stock options
3,738 ordinary shares (one stock option equivalent to three shares).
Note: The ratio of one stock option being equivalent to three shares relates to the 3-for-1 stock split carried out on August 22, 2005. |
| |
In the event the Company carries out a stock split, the following calculation method will be used adjust the number of shares to be issued. However, this calculation will be applied only to those stock options that have not been exercised at the time of the stock split, and any units of less than one share resulting from the adjustment will be disregarded. |
| |
Adjusted no. of shares |
= |
No. of shares prior to adjustment |
X |
Exercise price prior to adjustment |
|
Adjusted exercise price |
|
| (3) |
Total number of stock options: 1,246 options |
| (4) |
Persons eligible for stock option allocations
Certain directors and employees of the Company and its subsidiaries:
42 persons total. |
| (5) |
Issuing price of stock options: Gratis. |
| (6) |
Issuing date of stock options: April 27, 2006. |
| (7) |
Amount to be paid upon the exercise of stock options (gexercise priceh):
\171,111 per stock option (\57,037 per share)
However, if a stock split is carried out or if the market share price is lower than the exercise price at the time new shares are issued, the exercise price will be adjusted using the following formula, with amounts of less than one yen resulting from the adjustment rounded up to the nearest yen. |
| |
Adjusted exercise price |
= |
Exercise price prior to adjustment |
X |
No. of shares previously issued |
+ |
No. of shares newly issued x Exercise price |
|
Share price prior to stock split or new issuing |
|
No. of previously issued shares + Increase in no. of shares from stock split or new issuing |
|
| (8) |
Total value of the Companyfs ordinary shares to be issued resulting from the exercise of stock options:
\213,204,306 |
| (9) |
Exercise period for stock options:
From June 25, 2007 until June 24, 2009. |
| (10) |
Conditions for exercising stock options |
| |
| 1) |
Recipients of stock options must be either a director or employee of the Company or its subsidiary at the time stock options are exercised. |
| 2) |
Notwithstanding the preceding provision, in the event the recipient of stock options dies, their legal heir may exercise those stock options. |
| 3) |
Recipients of stock options may not sell, pledge or otherwise dispose of their stock option rights. |
| 4) |
Other conditions shall be determined as per the gContract Regarding the Allocation of Stock Options of Impress Holdings,h to be concluded between the Company and those directors and employees receiving stock options, and based on the approval of a general meeting of shareholders and a resolution passed by this meeting of the board of directors. |
|
| (11) |
Cancellation of stock options
In the event a person receiving an allocation of stock options ceases to meet the condition for exercising stock options as per Section 10-1 above, the options allocated to that person will be canceled without compensation.
|
| (12) |
Restrictions on transfer of stock options
Any transfer of stock options requires the approval of the board of directors. |
| (13) |
Issuing of stock option certificates
The Company will only issue stock option certificates when requested to do so by a person receiving an allocation of stock options. |
| (14) |
Amount of new share issuing price not to be added to capital when stock options are exercised:
\28,518 per share
The amount of the new share issuing price not to be added to capital when stock options are exercised will be the issuing price minus the amount added to capital. The amount to be added to capital shall be one-half (1/2) of the issuing price.
Amounts of less than one yen resulting from this calculation will be rounded up to the nearest yen. However, in the event treasury stock shares held by the company are transferred in lieu of issuing new shares, there will be no addition to capital. |
| (15) |
Starting date for the calculation of dividends for new shares issued for the exercising of stock options
When new shares are issued for the exercising of stock options, the initial dividend payment shall be made as if the shares were issued on April 1 for stock options exercised between April 1 and September 30, and as if the shares were issued on October 1 for stock options exercised between October 1 and March 31. |
B. Summary of Reservation Rights for New Shares to be Issued as gL-Planh Stock Options
| (1) |
Reason for issuing reservation rights for new shares (gstock optionsh) with preferential conditions
To provide encouragement and incentive in order to achieve growth in earnings at the Company and its subsidiaries. |
| (2) |
Type and number of shares represented by stock options
264 ordinary shares (one stock option equivalent to three shares).
Note: The ratio of one stock option being equivalent to three shares relates to the 3-for-1 stock split carried out on August 22, 2005.
In the event the Company carries out a stock split, the following calculation method will be used adjust the number of shares to be issued. However, this calculation will be applied only to those stock options that have not been exercised at the time of the stock split, and any units of less than one share resulting from the adjustment will be disregarded. |
| |
Adjusted no. of shares |
= |
No. of shares prior to adjustment |
X |
Exercise price prior to adjustment |
|
Adjusted exercise price |
|
| (3) |
Total number of stock options: 88 options |
| (4) |
Persons eligible for stock option allocations
Four (4) directors of the Company. |
| (5) |
Issuing price of stock options: Gratis. |
| (6) |
Issuing date of stock options: April 27, 2006. |
| (7) |
Amount to be paid upon the exercise of stock options (gexercise priceh):
\171,111 per stock option (\57,037 per share)
However, if a stock split is carried out or if the market share price is lower than the exercise price at the time new shares are issued, the exercise price will be adjusted using the following formula, with amounts of less than one yen resulting from the adjustment rounded up to the nearest yen. |
| |
Adjusted exercise price |
= |
Exercise price prior to adjustment |
X |
No. of shares previously issued |
+ |
No. of shares newly issued x Exercise price |
|
Share price prior to stock split or new issuing |
|
No. of previously issued shares + Increase in no. of shares from stock split or new issuing |
|
| (8) |
Total value of the Companyfs ordinary shares to be issued resulting from the exercise of stock options:
\15,057,768 |
| (9) |
Exercise period for stock options:
From June 25, 2007 until June 24, 2015. |
| (10) |
Conditions for exercising stock options |
| |
| 1) |
Recipients of stock options are not required to be either a director or employee of the Company or its subsidiary at the time stock options are exercised. |
| 2) |
In the event the recipient of stock options dies, their legal heir may exercise those stock options. |
| 3) |
Recipients of stock options may not sell, pledge or otherwise dispose of their stock option rights. |
| 4) |
Other conditions shall be determined as per the gContract Regarding the Allocation of Stock Options of Impress Holdings,h to be concluded between the Company and those directors receiving stock options, and based on the approval of a general meeting of shareholders and a resolution passed by this meeting of the board of directors. |
|
| (11) |
Cancellation of stock options
In the event a person receiving an allocation of stock options ceases to meet the conditions for exercising stock options, the options allocated to that person will be canceled without compensation. |
| (12) |
Restriction on transfer of stock options
Any transfer of stock options requires the approval of the board of directors. |
| (13) |
Issuing of stock option certificates
The Company will only issue stock option certificates when requested to do so by a person receiving an allocation of stock options. |
| (14) |
Amount of new share issuing price not to be added to capital when stock options are exercised:
\28,518 per share
The amount of the new share issuing price not to be added to capital when stock options are exercised will be the issuing price minus the amount added to capital. The amount to be added to capital shall be one-half (1/2) of the issuing price.
Amounts of less than one yen resulting from this calculation will be rounded up to the nearest yen. However, in the event treasury stock shares held by the company are transferred in lieu of issuing new shares, there will be no addition to capital. |
| (15) |
Starting date for the calculation of dividends for new shares issued for the exercising of stock options
When new shares are issued for the exercising of stock options, the initial dividend payment shall be made as if the shares were issued on April 1 for stock options exercised between April 1 and September 30, and as if the shares were issued on October 1 for stock options exercised between October 1 and March 31. |
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