SOFTBANK Announces Three-for-One Share Split
Nov. 10, 2005SOFTBANK CORP. (“the Company”) announced that its Board of Directors today authorized the splitting of the Company’s common stock as described below.
1. Purpose of the share split
The Company will conduct the share split aiming to reduce the investment unit and further improve the liquidity of the Company’s shares, resulting in an environment where investors can find it easier to make investments.
2. Outline of the share split
The shares resulting from the authorized splitting of the Company’s common stock will be payable after market close on Thursday January 5, 2006. Such share split is based on a new rule of the Tokyo Stock Exchange, and investors, who use the securities custody and book-entry transfer system, will be able to sell shares from the next day of share split record date. Therefore, any imbalance in the supply and demand of shares due to the share split can be avoided.
(1) Number of shares to be increased upon the share split
The aggregate number of issued and outstanding shares as of Wednesday January 4, 2006 multiplied by two.
(2) Method of the share split
The Company’s stock will be split on a three-for-one basis for shareholders recorded as of January 4, 2006.
3. Schedule
| Record date of share split | Wednesday January 4, 2006 |
|---|---|
| Effective date | Thursday January 5, 2006 |
| Issue date | Thursday February 23, 2006 |
| Commencement date for calculation of dividends | Saturday October 1, 2005 |
4. Other
Other factors relating to such authorized share split will be finalized at a future meeting of the Board of Directors.
5. Adjustment of exercise prices
As adjustments for the share split, the Company will reset: 1) the exercise price of preemptive rights pursuant to Article 280-19 of the former Commercial Code; 2) the exercise price of stock options pursuant to Articles 280-20 and 280-21 of the Commercial Code; 3) the conversion price of bonds with stock options, as of January 5, 2006 as follows
| Name | Exercise Price after Adjustment | Exercise Price before Adjustment |
|---|---|---|
| Preemptive rights pursuant to Article 280-19 of the former Commercial Code (Based on the resolution of the Annual General Meeting of Shareholders held on June 21, 2001) | 996yen | 2,986yen |
| Stock options pursuant to Articles 280-20 and 280-21 of the Commercial Code (Based on the resolution of the Annual General Meeting of Shareholders held on June 24, 2003) | 1,440yen | 4,320yen |
| Stock options pursuant to Articles 280-20 and 280-21 of the Commercial Code(Based on the resolution of the Annual General Meeting of Shareholders held on June 24, 2004) | 1,827yen | 5,480yen |
| Stock options pursuant to Articles 280-20 and 280-21 of the Commercial Code (Based on the resolution of the Annual General Meeting of Shareholders held on November 30, 2004) | 1,837yen | 5,511yen |
| Name | Conversion Price after Adjustment | Conversion Price before Adjustment |
|---|---|---|
| Euro-yen convertible bonds with stock options due 2013 (issued in December 30, 2003) | 2,164.50yen | 6,493.50yen |
| Euro-yen convertible bonds with stock options due 2014 (issued in December 30, 2003) | 1,984.30yen | 5,952.90yen |
| Euro-yen convertible bonds with stock options due 2015 (issued in December 30, 2003) | 1,828.10yen | 5,484.20yen |
References
1. The number of shares to be increased upon the share split is not determined, because the aggregate number of issued and outstanding shares may increase upon exercise of preemptive rights and/or stock options, and/or conversion of convertible bonds with stock options until the record date of the share split (January 4, 2006), and the aggregate number of issued and outstanding shares as of the record date of the share split will not be fixed at this point.
2. The total number of issued and outstanding shares following the share split, when computed based on the total number of issued and outstanding shares as of November 10, 2005 and the new shares to be issued on January 5, 2006, is as follows
- Number of shares issued and outstanding351,504,326
- Increase in the number of shares upon the share split703,008,652
- Number shares issued and outstanding following the share split1,054,512,978
3. There will be no increase in the amount of stated capital to adjust for such share split.
- Capital (as of November 10, 2005) 162,410,678,101yen
4. The Board of Directors today authorized, along with such share split, an increase in the number of shares authorized, described in Article 5 of the Articles of Incorporation, from the current 1.2 billion shares to 3.6 billion shares as of January 5, 2006 pursuant to Paragraph 2 of Article 218 of the Commercial Code.
5. Notice on stock certificates of new shares to be issued due to the share split and shares held is to be dispatched to registered addresses of shareholders on February 23, 2006 (Thursday). For shareholders using the securities custody and book-entry transfer system, new shares can be sold from January 5, 2006 (Thursday).
6. The amount of dividend for the end of fiscal year 2006 has not been decided at this point; however, this share split will not influence our dividend policy. In principal, one-third of the dividend per share may be paid to shareholders according to the three-for-one share split.
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