TOKYO, June 29, 2021 (GLOBE NEWSWIRE) -- Internet Initiative Japan Inc. (“IIJ”, the “Company”, TSE1: 3774) announced that IIJ’s Board of Directors today resolved that stock-compensation-type stock options (Stock Acquisition Rights) be issued to Directors (excluding Part-time and Outside Directors) and Executive Officers of IIJ, in accordance with the provisions of Articles 236 Paragraph 1, Article 238 Paragraph 1 and 2 and Article 240 Paragraph 1 of the Corporation Law of Japan, as follows.
1. The reason for issuing the Stock Acquisition Rights as Stock Options
The purposes of issuing the Stock Acquisition Rights as Stock Options for Directors (excluding Part-time and Outside Directors) and Executive Officers of IIJ are to further promote their motivation and incentives to contribute to the enhancement of the mid- to long-term continuous business performance and corporate value. IIJ introduced this Stock-Compensation-Type Stock Options in June 2011 as a substitution for the retirement benefits plan for them, and has issued stock acquisition rights since then.
2. Details of Issuance of Stock Acquisition Right
(1) Name of the stock acquisition rights
Internet Initiative Japan Inc. Stock Acquisition Rights (11th series)
(2) Maximum number of stock acquisition rights: 105
The maximum number as described above is the number of planned allotments. If the maximum number of the stock acquisition rights to be allotted is decreased due to no subscription for some of the rights, etc, then the maximum number of the stock acquisition rights to be issued shall be equal to the maximum number of the stock acquisition right to be allotted.
(3) Class and number of shares to be issued upon exercise of stock acquisition rights
The class of shares to be issued upon exercise of stock acquisition rights shall be common stock of IIJ. The number of shares to be issued upon exercise of each stock acquisition right (hereinafter referred as “Number of Shares Granted”) shall be four hundred (400). However, in case the Company carries out a share split or share consolidation after the date of allotment of the stock acquisition rights (hereinafter referred to as the “Allotment Date”) as defined in (13), the Number of Shares Granted shall be adjusted according to the following formula, with the resulting fractions of less than one (1) share occurring upon such adjustment rounded down.
|Number of Shares |
|=||Number of Shares |
|×||Ratio of share split |
or share consolidation
In the case of a share split, the Number of Shares Granted after adjustment shall apply from the day after the record date of the said share split. Whereas, in the case of a share consolidation, the Number of Shares Granted after adjustment shall apply from the day the share consolidation becomes effective. Provided, however, that in cases where the Company conducts a share split conditional on approval at a General Meeting of Shareholders of the Company of a proposal to reduce surplus and increase capital stock and capital reserve, and the record date for the share split shall be the day prior to the day on which said shareholders’ meeting closes, the Number of Shares Granted after adjustment shall retroactively apply from the day after the day the applicable shareholders’ meeting closes and the day following the applicable record date.
In case the Company carries out a merger, demerger or the like that makes it necessary to adjust the Number of Shares Granted, the Company may make appropriate adjustment to the Number of Shares Granted within a reasonable range.
(4) Value of assets to be contributed upon exercise of stock acquisition rights
The value of assets to be contributed upon exercise of stock acquisition rights shall be determined by multiplying the price to be paid per share upon exercise of each stock acquisition right (the “exercise price”) by the Number of Shares Granted, and the exercise price shall be one (1) yen.
(5) Exercise period of stock acquisition rights
From July 16, 2021 to July 15, 2051
(6) Matters concerning increase in capital stock and capital reserve by the issuance of shares upon exercise of stock acquisition rights
(7) Restriction on acquisition of stock acquisition rights by transfer
Any acquisition of stock acquisition rights by transfer shall be subject to the approval by resolution of the Board of Directors of the Company.
(8) Matters concerning the details of the issuance of stock acquisition rights undergoing Organizational Restructuring
In the event the Company merges (limited to cases wherein the Company becomes a dissolving company), performs an absorption-type demerger or an incorporation-type demerger (only if the Company becomes the split company), or conducts a share exchange or a share transfer (only if the Company becomes a wholly-owned subsidiary) (hereinafter collectively referred to as “Organizational Restructuring”), stock acquisition rights of a corporation described in Article 236, Paragraph 1, Items 8.1 through 8.5 of the Corporation Law of Japan (hereinafter “Restructured Company”) shall be granted to each Stock Acquisition Right Holder remaining unexercised (hereinafter “Remaining Stock Acquisition Rights”) immediately before the date when Organizational Restructuring takes effect (refers to the date when absorption-type merger takes effect, the date on which the company incorporated through the incorporation-type merger, the date when absorption-type demerger takes effect, the date on which the company incorporated through the incorporation-type demerger, the date when share exchange takes effect, or the date when the wholly-owning parent company is established by share transfer). However, the foregoing shall apply only to cases in which the delivery of stock acquisition rights of the Restructured Company according to the following conditions is stipulated in the absorption-type merger agreement, the incorporation-type merger agreement, the absorption-type demerger agreement, the incorporation-type demerger plan, the share exchange agreement or the share transfer plan.
(9) Rules pertaining to fractions of less than one (1) share arising from the exercise of stock acquisition rights
Fractions of less than one (1) share in the number of shares to be granted to Stock Acquisition Right Holders who exercised stock acquisition rights shall be rounded down.
(10) Other terms and conditions of exercising stock acquisition rights
(11) Method for calculating the amount to be paid upon allocation of stock acquisition rights
The amount to be paid upon allocation of each stock acquisition rights shall be the option price per share calculated based on the following figures from 2) to 7) according to the formula of the Black-Scholes model, multiplied by the Number of Shares Granted, with fractions of less than one (1) yen being rounded up to the nearest yen.
The formula for the Black-Scholes model is available here: http://ml.globenewswire.com/Resource/Download/cd4aafa6-74d1-4768-819a-74f559c31498
The option price to be calculated as described above is a fair value of the stock acquisition rights. Accordingly, the issuance of the stock acquisition rights is not an issuance of shares with favorable terms. The monetary remuneration claims of the person who will be allotted the stock acquisition rights against the Company and their obligations to pay for the allotment of the stock acquisition rights will be offset.
(12) Date of allotment of the stock acquisition rights
July 15, 2021
(13) Date of payment of consideration in exchange of the stock acquisition rights
July 15, 2021
(14) Persons to be allotted stock acquisition rights, number of persons, and number of stock acquisition rights to be allotted
|Directors (excluding Part-time and Outside Directors) of IIJ||8 Directors||60 rights|
|Executive Officers of IIJ||15Executive Officers||45 rights|
(15) Details in case of issuance of stock acquisition rights certificates
There will be no issuance of stock acquisition rights certificates.
Founded in 1992, IIJ is one of Japan's leading Internet-access and comprehensive network solutions providers. IIJ and its group companies provide total network solutions that mainly cater to high-end corporate customers. IIJ's services include high-quality Internet connectivity services, mobile services, security services, cloud computing services, and systems integration. Moreover, IIJ operates one of the largest Internet backbone networks in Japan that is connected to the United States, the United Kingdom and Asia. IIJ listed on the First Section of the Tokyo Stock Exchange in 2006.