Nidec Announces the Disposal of Treasury Stock through Third-Party Allotment in Line with the Continuation of the Performance Share Plan
1. Outline of the Disposal of Treasury Stock
1. |
Date of Disposal |
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2. |
Class and Total Number of Shares to be Disposed of |
381,600 shares of common stock A) Board Incentive Plan Trust Account: 268,500 shares B) Employee Stock Ownership Plan Trust Account: 113,100 shares |
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3. |
Disposal Value |
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4. |
Total Disposal Value |
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5. |
Disposal Recipient |
A) (Board Incentive Plan Trust Account: 76268)
B) (Employee Stock Ownership Plan Trust Account: 76269) |
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6. |
Other |
The disposal of Treasury Shares shall be conducted subject to the effectiveness of the registration statement submitted under the Financial Instruments and Exchange Act. |
2. Purpose of and Reason for the Disposal
The Company resolved to continue the “Board Incentive Plan” Trust (the “BIP” Trust) for Directors (excluding Founder and Chairman of the Board, Outside Directors and those who are Audit and Supervisory Committee Members), Executive Officers, and individuals who have the equivalent status (the “Directors, etc.”) of the Company, and Directors (excluding Outside Directors) and Executive Officers of the Affiliate Companies (the “Affiliate Directors, etc.,” “Directors, etc. covered by the BIP” along with the Company’s Directors, etc.) and the “Employee Stock Ownership Plan” Trust (the “ESOP” Trust) for Executives in the Company and overseas (the “Executives”), both of which were adopted in 2018, till 2027.
The Disposal of Treasury Stock shall be carried out in the form of disposal of treasury stock through third-party allotment to
The number of shares to be disposed of shall be the number of shares expected to be delivered to Directors, etc. covered by the BIP and the Executives covered by the ESOP during the trust period pursuant to the Policies on the BIP and the ESOP, and its dilution shall be limited in scale to 0. 06% (rounded off to two decimal places) of the total number of shares outstanding, which, in terms of voting rights, corresponds to 0. 07% (rounded off to two decimal places) of the total number of voting rights at 5,742,882, as of
As the shares of the Company allotted through the Disposal of Treasury Stock shall be delivered to Directors, etc. covered by the BIP and the Executives covered by the ESOP pursuant to the Policies on the BIP and the ESOP, and also as it is not assumed for the shares from the Disposal of Treasury Stock to temporarily flow into the stock market, the Company believes that its impact on secondary market shall be insignificant, and that the number of shares disposed of, as well as its scale of dilution, shall be within a reasonable range.
In addition, for the outlines of the
Outline of the BIP Trust Agreement
1. Type of Trust |
Monetary trust other than an individually operated designated money trust (third-party benefit trust) |
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2. Purpose of Trust |
Provide Directors, etc. covered by the BIP with incentives |
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3. Trustor |
The Company |
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4. Trustee |
(Co-trustee: |
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5. Beneficiaries |
Directors, etc. covered by the BIP who meet the beneficiary requirements |
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6. Trust administrator |
A third-party individual who has no conflict of interest with the Company and the |
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7. Date of trust agreement |
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8. Trust term |
(scheduled to be extended until |
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9. Exercise of voting rights |
No voting rights will be exercised, |
Outline of the ESOP Trust Agreement
1. Type of Trust |
Monetary trust other than an individually operated designated money trust (third-party benefit trust) |
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2. Purpose of Trust |
Provide the Executives with incentives |
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3. Trustor |
The Company |
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4. Trustee |
(Co-trustee: |
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5. Beneficiaries |
The Executives covered by the ESOP, who meet the beneficiary requirements |
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6. Trust administrator |
A third person who has no conflict of interest with the Company and the |
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7. Date of trust agreement |
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8. Trust term |
(scheduled to be extended until |
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9. Exercise of voting rights |
No voting rights will be exercised. |
3. Basis for and Details of the Calculation of Disposal Value
To eliminate arbitrariness in determining disposal value, the Company has taken recent trends in its stock price into consideration and has set the disposal value at
In addition, the Company’s
4. Procedures under the Code of Corporate Conduct
The Disposal of Treasury Stock will result in only a minor dilution of shares, well below the prescribed level of 25%, while producing no changes in the holdings of controlling shareholders. Therefore, third-party opinions and the confirmation of the shareholders’ consensus, which would otherwise be mandated based on Article 432 of the Tokyo Stock Exchange’s Securities Listing Regulations, are not required.
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(Appendix) On
Released on
Notice Regarding the Continuation of the Performance Share Plan for the Nidec Group’s Executives and Others, and Partial Amendment to the Plan
The Performance Share Plan after the amendment
(1) Outlook of the Performance Share Plan
The Performance Share Plan to be amended and continued is a stock compensation system that: covers three consecutive business years (i.e., the fiscal year ending
If the
(2) Resolution at the General Meeting of Shareholders regarding the Performance Share Plan
At their respective General Meetings of Shareholders, the Company and its group companies will: resolve, among other necessary matters, the upper limit of the amount of money to be placed into the
(3) Intended targets of the Performance Share Plan (requirements for recipients)
In principle, the Intended Directors, etc., who must meet the following requirements as recipients, must follow a designated procedure to be confirmed as recipients, and be issued, etc. the Company’s shares, etc. from the
- In principle, the Intended Directors, etc. must be Intended Directors, etc. during the Intended Period;*1
- The Intended Directors, etc. must not leave office due to personal reasons, dismissal, etc., or engage in certain activities in violation of any internal or external rule, regulation, or law while in office ; and
- The Intended Directors, etc. must meet requirements deemed necessary for them to achieve the Performance Share Plan’s aim.
*1. The Company’s shares, etc. may be issued, etc. even before the end of the Intended Period if a decision is made for an Intended Director, etc. to be transferred overseas.
(4) Trust period
(i) The trust period after the Performance Share Plan is decided to be continued
While the trust period of the
(ii) Continuation of the
Upon the expiration of the trust period, the Company may, by revising the trust agreement or placing an additional amount in the trust, continue the
(5) Number of the Company’s shares, etc. to be issued, etc. to Intended Directors, etc.
The number of the Company’s shares, etc. to be issued, etc. to Intended Directors, etc. will be based on the number of the points to be calculated based on the following point-calculation formula, and a point will be regarded as a share of the Company. If the number of the Company’s shares in the
(Point-calculation formula)
The Company will calculate the performance-linked points by multiplying the points calculated by dividing the basic compensation amount predetermined for each position with the share price as of the BIP Trust’s acquisition of the Company’s shares (“base units”), with the performance-linked points calculated based on the degree of achieving annual targets, etc., and pay the resulting amount to the Intended Directors, etc. who are in office as of each business year during the Intended Period.
Formula to calculate the base units |
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Basic compensation amount predetermined for each position / Average unit price as of the BIP Trust’s acquisition of the Company’s shares |
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Formula to calculate the number of performance-linked points |
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Base units x Performance-linked coefficient (*2)(*3) |
(*2) The performance-linked coefficient will assess, among others: the degree of achievement in consolidated sales and operating profit in the annual business plan; and, from the business year ending
(*3) The number of points to be provided to those Intended Directors, etc. who left office during the trust period, due to retiring, etc. will be adjusted based on the individuals’ terms in office, etc.
(6) How and when to issue, etc. the Company’s shares, etc. to Intended Directors, etc.
Those Intended Directors, etc. who meet the requirements as recipients of the Company’s shares, etc. will be issued the number of the Company’s shares that are equivalent of 50% of the number of points accumulated in (5) above during a designated period after the end of the Intended Period (Odd shares will be disregarded), while the Company’s shares equivalent to the remaining number of points accumulated will be converted into cash in the
If any of Intended Directors, etc. deceases while in office, the Company’s shares equivalent to the number of points accumulated at the time of the death of the Intended Directors, etc. will be converted into cash in the
Additionally, if a decision is made for any Intended Directors, etc. to be transferred overseas, the Company’s shares equivalent to the number of points accumulated will be converted into cash in the
(7) Upper limit of the trust money to be contributed to the
The upper limit of the trust money to be contributed to the
(i) Upper limit of the trust money to be contributed to the
However, if the
*4. The amount will be the total of the
(ii) Upper limit of the number of the Company’s shares, etc. to be issued, etc. by the
However, if the
*5. The upper limit of the Company’s shares, etc. to be issued, etc. was set based on the present shares price, etc. used as a reference, and also based on the upper limit of the above trust money.
In addition to the above, the Company will contribute money to acquire the Company’s shares for the to be issued, etc. to the Directors, etc. of the Company’s group companies, within the upper limit of the trust money resolved at the individual companies’ General Meetings of Shareholders, and manage the Company’s shares in the
(8) How the
(9) How to exercise the voting right for the Company’s shares in the
During the trust period, to secure neutrality in business management, the voting rights will not be exercised for the Company’s shares in the BIP Trust’s trust period.
(10) How to treat dividends of the Company’s shares in the
(11) How to treat residual shares as of the end of the trust period
If, due to failure to achieve a business target, etc., there is any residual share as of the expiration of the trust period, the Company may, by revising the trust agreement or placing additional trust, continue the
Reference
Details of trust agreement
1 |
Type of Trust |
Monetary trust other than an individually operated designated money trust (third-party benefit trust) |
2 |
Purpose of Trust |
Provide Directors, etc. covered by the Plan with incentives. |
3 |
Trustor |
The Company |
4 |
Trustee |
(Co-trustee: |
5 |
Beneficiaries |
Directors, etc. covered by the Plan who meet the beneficiary requirements |
6 |
Trust administrator |
A third person who has no conflict of interest with the Company and the |
7 |
Date of extending the trust agreement |
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8 |
Trust term |
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9 |
Start of the Plan |
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10 |
Exercise of voting rights |
No voting rights will be exercised. |
11 |
Type of acquired shares |
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12 |
Amount of trust money |
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13 |
Manner of share acquisition |
To be acquired from the stock exchange market or the Company (the portion for treasury share disposal) |
14 |
Granted rights holder |
The Company |
15 |
Residual properties |
Residual properties that the Company, which is the holder of granted rights, can receive are within the extent of allowances for trust expenses etc., which are calculated by deducting funds to acquire Company shares from the Trust money. |
Note: The tentative dates given above are subject to change to appropriate dates according to the applicable laws and regulations.
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Investor Relations
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