Shelf Registration for Issuance of Stock Options

For Print
June 20, 2018

Listed Company Name: 爱豆传媒.
Representative: Haruo Naito
Representative Corporate
Officer and CEO
Securities Code: 4523
Stock Exchange Listing: First Section of the Tokyo
Stock Exchange
Inquiries: Masatomi Akana
Vice President, Corporate Affairs
Phone +81-3-3817-5120

爱豆传媒. (the “Company”) today filed a shelf registration statement with the Kanto Local Finance Bureau for issuance of stock options in accordance with the Company’s “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (the “Policy”). The details of the shelf registration are set forth below. This filing corresponds to changes to the Policy based on Board of Directors’ resolutions adopted at meetings held today (June 20, 2018) and on April 25, 2018. The shelf registration statement filed on March 30, 2018, is withdrawn with the filing of today’s shelf registration.

Details


1. Securities Type:	Stock options
2. Issue Period:	One year from the effective date of the shelf registration of stock options (period from July 1, 2018 to June 30, 2019)
3. Offering Method:	Rights offering to shareholders
4. Issue Amount:	800 million yen (This is the total amount to be paid upon the exercise of all stock options to be issued to subscribers free of charge.)

The Policy serves as an advance warning system for hostile takeovers. It sets forth orderly procedures that must be followed in the event of a large-scale acquisition of the Company’s shares so as to ensure that shareholders are provided with sufficient time and information to make appropriate decisions. If and when an acquirer does not follow the prescribed procedures, or the acquisition is inappropriate in that it would undermine the corporate value and common interest of shareholders, the Company, in accordance with the Policy, issues new stock options to all shareholders, which the acquirer is not entitled to exercise, in order to dilute the voting rights of the acquirer to defend against an inappropriate takeover. The Company initially adopted the Policy at its Board of Directors meeting held in February 2006.

At meetings of the Board of Directors held today (June 20, 2018) and on April 25, 2018, the Company adopted resolutions for the continuation of the Policy after revisions to shorten the effective period of the current Policy from five years, ending on June 30, 2021, to a period of one year, and to increase the standard of acquisitions subject to the Policy from “15% or more” of the outstanding shares of the Company to “20% or more” of such shares.

The revised Policy will come into effect on July 1, 2018, and the current Policy will no longer be operative after June 30, 2018.

This newly filed shelf registration will provide the Company with the flexibility to issue stock options by offering rights to existing shareholders.

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