SOFTBANK CORP. TO ISSUE WARRANT BONDS FOR EMPLOYEE INCENTIVE PLAN
Tokyo, Japan, January 5, 2000 - SOFTBANK CORP. (TSE: 9984) announced that it’s Board of Directors had approved the issuance of unsecured warrant bonds for the employee incentive plan.
- 1.Purpose of issuance
- The current incentive plan is aimed at focusing SOFTBANK CORP. and its subsidiaries on creating further corporate value. This incentive plan aligns employees and directors of the SOFTBANK Group with shareholders, creating further incentive to optimize corporate value and revenue for all shareholders.
- 2.Terms and Conditions of eligibility
- Individuals eligible to receive warrants include a portion of SOFTBANK’s employees and directors as well as a portion of SOFTBANK’s subsidiaries’ employees and directors. The warrants will be included as a portion of director remuneration and will be distributed to consenting eligible employees.
Terms and conditions of the warrant bonds are as follows
1 Issue name
SOFTBANK CORP.
Warrant Bonds (5th Series)
2 Aggregate amount of the warrant bonds
8,400,000,000 yen
3 Value per bond
100,000,000 yen per bond
4 Bond type
Non-registered (bearer) bonds
5 Issue price of the warrant bonds
Undecided
(To be finanlized at the January 20, 2000 Board Meeting)
6 Interest rate of the bonds
Undecided
(To be finanlized at the January 20, 2000 Board Meeting)
7 Redemption price of the Bonds
100 yen per face value of 100 yen
8 Redemption period
February 9, 2004.
9 Application opening date
January 28, 2000.
10 Subscription date
February 8, 2000.
11 Closing date
February 9, 2000.
12 Application method
Total issuance to be underwritten by Normura Securities Co., Ltd.
13 Collatoral
None.
14 Special terms or conditions of the bonds
The current issue is not backed by any collateral.
15 Early redemption
The outstanding bonds can be redeemed the day following the issuance, so long as the value of newly issuable shares is not greater then the total value of this issuance.
16 Date interest and principal is to be paid
February and August 9
17 Place of payment of principal and interest
Toyo Trust Bank (Main branch)
18 Underwriting company
Normura Securities Co., Ltd.
19 Matters related to the warrants
(1) Denominated amount of each warrant
Each warrant is valued at 500,000 yen of the aggregate issue price of the bond.
(2) Aggregate amount of the issue price of the shares to be issued upon excercise of the warrants
8,400,000,000 yen
(3) Shares to be issued upon execution of the warrants
Par value shares of common stock of SOFTBANK CORP. (Par value per share 50 yen). However, if these shares are issued as non-par value shares, they will be issued as common non-par value shares of SOFBANK. CORP.
(4) Terms and conditions regarding the execution of the warrants
Issue price (Excercise Price) of each share of common stock to be issued upon exercise of the Warrants has not been decided. This is scheduled to be finalized at the January 20, 2000 Board Meeting.
The number of common SOFBANK CORP. shares to be issued upon execution of warrants will be calculated as follows:
Number of shares=(aggregate of the denominated amount of warrants surrendered for exercise)÷(execution price)
If there arises any fraction of a share of common stock, such fraction shall be disregarded. Any adjustments to the exercise price will be completed using the market price method.
(5) Exercise period of the warrants
February 8, 2004 thru February 6, 2006
However, the warrants become un-exercisable if SOFTBANK loses profitability during the issued period.
(6) Partial exercise of the warrants The warrants may not be partially exercised.
(7) The warrants are, pursuant to a memorandum to be entered into by and between SOFTBANK CORP. and the allotee set forth below in 21, detachable from the bonds, and transferable.
(8) Amount of the poriton of the exercise price not to be transferred to capital
Exercise price multiplied by 0.5. Any fraction less than one yen resulting from this calculation shall be disregarded. Provided, however, that in the event where the shares to be issued have a face value, the maximum amount not to be transferred to capital shall be the amount of the exercise price less the face value.
(9) Place for deposit following a request to exercise the warrants Toyo Trust Bank (Main branch)
(10) Place for receipt of a request to exercise warrants E*TRADE Japan Securities, Inc. (Main branch)
20 Registered financial institution
Toyo Trust Bank
21 Following the closing date, SOFTBANK CORP. will repurchase all of the outstanding warrants from the underwriter listed above in 18. The warrants will be included as a portion of director remuneration and will be distributed to consenting eligible personnel.
Conditions of the warrant bond issuance
| 1 Issue name | SOFTBANK CORP. Warrant Bonds (5th Series) |
|---|---|
| 2 Name | SOFTBANK CORP. |
| 3 Units | 1 Certificate |
| 4 Application period | January 28, 2000 thru February 8, 2000 |
| 5 Date of delivery | February 10, 2000 |
| 6 Application place | At enterprise listed above in 2 |
| 7 Miscellaneous |
|
Contact
SOFTBANK FINANCE CORPORATION
Finance Department
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