To whom it may concern
May 6, 2016
Company: Teijin Limited Stock code: 3401 (First Section, Tokyo Stock Exchange) Representative: Jun Suzuki, President and CEO
Contact: Masahiro Ikeda, General Manager, Finance and Investor Relations Department
Tel: +81-3-3506-4395
Notice of Change of the Number of Shares to Constitute One Unit, Consolidation of Shares, and Partial Amendments to the Articles of IncorporationTeijin Limited ("the Company") announced today that, at its Board of Directors' meeting held today, it resolved to change the number of shares to constitute one unit and partial amendments to the Articles of Incorporation and to submit a proposal for consolidation of shares to the 150th Ordinary General Meeting of Shareholders to be held on June 22, 2016 (the "General Meeting of Shareholders").
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Change of the number of shares to constitute one unit
Reason for change
Japanese stock exchanges have announced the Action Plan for Consolidating Trading Units, aiming to consolidate one hundred (100) shares of common stock of domestic companies listed on Japanese stock exchanges into one (1) trading unit by October 2018. As a company listed on the Tokyo Stock Exchange ("TSE"), the Company shall respect this intention and change its number of shares to constitute one unit to one hundred (100) shares. ("Change of the Number of Shares to constitute one unit").
Particulars of change
The number of shares to constitute one unit will be changed from 1,000 shares to 100 shares.
Conditions to change
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Consolidation of shares
Purpose of consolidation of shares
As stated in "1. Change of the number of shares to constitute one unit" above, the Company has decided to change its number of shares to constitute one unit from one thousand (1,000) to one hundred (100) shares,
and to consolidate the Company's shares (five shares into one share) in order to maintain the level of investment unit considered desirable by the stock exchanges (50,000 yen or more and less than 500,000 yen).
The Company decided to reduce its total number of authorized shares from 3,000,000,000 to 600,000,000.
Particulars of consolidation
Type of shares to be consolidated Common shares
Consolidation ratio On October 1, 2016, shares held by shareholders recorded in the latest Shareholder Registry as of September 30, 2016 will be consolidated at the ratio of 5 shares to 1 share.
Total number of authorized shares on the effetive date
600,000,000 shares
Pursuant to the provisions of the Companies Act, it will be deemed that the article which stipulates the total number of authorized shares in the Articles of Incorporation is amended from 3,000,000,000 shares to 600,000,000 shares on the effective date (October 1, 2016) of the consolidation of shares
Number of shares reduced through consolidation
Total number of issued shares before consolidation (as of March
31, 2016)
984,758,665 shares
Number of shares reduced through consolidation
787,806,932 shares
Total number of issued shares after consolidation
196,951,733 shares
(Note) The "Number of shares reduced through consolidation" and "Total number of issued shares after consolidation" are theoretical values calculated based on the total number of issued shares before consolidation of shares, and on the consolidation ratio.
Number of shareholders reduced through consolidation (as of March 31, 2016)
Number of shares held
Number of shareholders
(percentage of total)
Number of shares held
(percentage of total)
Total shareholders
94,703 (100%)
984,758,665 shares (100.0%)
Less than 5 shares
3,162 ( 3.3%)
6,044 shares ( 0.0%)
Five shares or more
91,541 (96.7%)
984,752,621 shares (100.0%)
If the consolidation of shares is carried out, 3,162 shareholders who hold less than 5 shares each (the total number of shares held by those shareholders is 6,044 shares as of March 31, 2016), will lose their status as shareholders.
Treatment of fractional shares
If any fractional shares arise as a result of the consolidation of shares, pursuant to the provisions of the Companies Act, the Company will sell all such fractional shares and distribute the proceeds to
shareholders having fractional shares in proportion to their respective fractions
Conditions to consolidation
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Partial amendments to the Articles of Incorporation
Reason for amendments
The Company's Articles of Incorporation will be amended as follows on October 1, 2016 subject to the approval of the proposal regarding the consolidation of shares described in 2. above at the General Meeting of Shareholders.
Details of Amendments
(Underlines reflect the amendments)
Current Articles of Incorporation
Proposal of amendments of Articles of Incorporation
Article 6. (Total Number of Authorized Shares) The total number of authorized shares of the Company shall be 3,000,000,000.
Article 7. (Number of shares to constitute One Unit and Rights to Shares less than One Unit ("Odd-Lot Shares")
1. The number of shares to constitute one unit shall be 1,000.
The rest (Omitted)
Article 6. (Total Number of Authorized Shares) The total number of authorized shares of the Company shall be 600,000,000.
Article 7. (Number of shares to constitute One Unit and Rights to Shares less than One Unit ("Odd-Lot Shares")
1. The number of shares to constitute one unit shall be 100.
The rest (Unchanged)
- Schedule
This change is to subject to the approval at the General Meeting of Shareholders as originally proposed regarding the consolidation of shares set forth in 2. below. And the partial amendment to the Articles of Incorporation for this matter is made by the resolution of the meeting of the Board of Directors in accordance with the provisions of the Companies Act.
Subject to the approval of the proposal regarding the consolidation of shares at the General Meeting of Shareholders, the consolidation of shares will take effect on October 1, 2016.
May 6, 2016 Resolution of the Board of Directors (resolution to convene the general meeting of shareholders)
June 22, 2016 (scheduled) The 150th Ordinary General Meeting of Shareholders
October 1, 2016 (scheduled) Effective date of change of the number of shares to constitute one unit, consolidation of shares, and partial amendments to the Articles of Incorporation
(Note) As set forth above, the effective date of the change of the number of shares to constitute one unit and the consolidation of shares is scheduled to be October 1, 2016, but in relation to the share transfer procedures, trading unit will be changed from 1,000 shares to 100 shares on September 28, 2016 at the TSE.
(Reference) Q&A Regarding the change of the number of shares to constitute one unit and consolidation of sharesQ1. What is a change of the number of shares to constitute one unit and a consolidation of shares?
A1. A change of the number of shares to constitute one unit means a change in the share units which are the basis for the number of voting rights at a general meeting of shareholders and the number of trading units on the stock exchanges. The number of shares to constitute one unit of the Company will change from one thousand (1,000) shares to one hundred (100) shares.
In addition, a consolidation of shares means consolidating a number of shares to reduce the number of shares. The Company will thus consolidate five shares into one.
Q2. What is the purpose of the change of the number of shares to constitute one unit and the consolidation of shares?
A2. Japanese stock exchanges have announced the Action Plan for Consolidating Trading Units, aiming to consolidate one hundred (100) shares of common stock of domestic companies listed on Japanese stock exchanges into one (1) trading unit by October 2018. As a company listed on the TSE, the Company shall respect this intention and change its number of shares to constitute one unit to one hundred (100) shares. In addition, the Company has decided to consolidate shares in order to maintain the level of investment unit considered desirable for the Company's shares by the stock exchanges (50,000 yen or more and less than 500,000 yen).
Q3. What will happen to the number of shares held and voting rights? A3-1. The number of shares held
The number of shares held after the consolidation of shares will be the number of shares recorded in the latest Shareholder Registry as of September 2016 multiplied by one-fifth (1/5) (any fraction less than one share shall be rounded off).
A3-2. Voting rights
The number of shares held by shareholders will be one-fifth (1/5) after the consolidation of shares. The number of voting rights will be one per 100 shares held.
Before effective date | ||
Number of shares held | Voting rights | |
Ex.1 | 2,000 | 2 |
Ex.2 | 1,500 | 1 |
Ex.3 | 1,030 | 1 |
Ex.4 | 777 | None |
Ex.5 | 4 | None |
After effective date | ||
Number of shares held | Voting rights | Fractional shares |
400 | 4 | None |
300 | 3 | None |
206 | 2 | None |
155 | 1 | 0.4 |
None | None | 0.8 |
・There are no special procedures for shareholders who fall under Ex.1, 2.
・With respect to shares less than one share unit listed in Ex.3,4 (6 shares for Ex.3, 55 shares for Ex.4), a
Teijin Limited published this content on 06 May 2016 and is solely responsible for the information contained herein.
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