Share Split and Subsequent Partial Amendment to Articles of Incorporation, and Dividend Forecast for Fiscal Year Ending March 2020 (dividend increase)
SoftBank Group Corp. (“SBG”) announces that on May 9, 2019, its Board of Directors approved a share split and partial amendment to the Articles of Incorporation, as well as dividend forecast for the fiscal year ending March 2020. As a part of the enhancement of shareholder returns, the Board of Directors also approved the abolition of the existing “benefit program” currently offered for shareholders, of which the last program will be provided for shareholders as of the end of March 2019.
1. Enhancement of shareholder returns
SBG has set the basic policy as achieving the balance of investment for sustainable growth and shareholder returns while maintaining a sound financial position. To further enhance shareholder returns and expand the investor base, SBG determined to split its ordinary shares at a ratio of two for one (“the Share Split”) and forecasts the annual dividend for the fiscal year ending March 2020 after the Share Split to be JPY 44.00 per share, which is the same amount as the prior year. This effectively doubles the annual dividend amount from the previous fiscal year.
In addition, as a part of the enhancement of shareholder returns and also as a result of repeated examination of fair return of profits to shareholders, SBG will abolish the “benefit program” currently offered for shareholders. The last program will be provided for shareholders registered or recorded in the shareholder registry as of the end of March 2019.
2. Share Split
- (1)Purpose
SBG aims to create an environment in which investors can more easily invest in its stock and thus to further expand its investor base, by lowering the amount per unit of investment of its common stock.
- (2)Outline
- a.Method
With a record date of June 27, 2019, SBG's common stock held by shareholders listed or recorded by the end of the day will be split at a ratio of two-for-one.
- b.Number of shares to be increased upon the Share Split
Number of shares issued and outstanding before the Share Split: 1,100,660,365 Increase in the number of shares upon the Share Split: 1,100,660,365 Number of shares issued and outstanding following the Share Split: 2,201,320,730 Number of authorized shares after the Share Split: 7,200,000,000 - c.Schedule
Announcement of record date May 9, 2019 Record date June 27, 2019 Effective date June 28, 2019
- a.
- (3)Change in the amount of common stock
No changes are expected to occur due to the Share Split in the amount of common stock presented in SBG's consolidated financial statements.
- (4)Adjustments to exercise prices of Stock Acquisition Rights
In conjunction with the Share Split, commencing on June 28, 2019 and onwards, the exercise prices of shares to be issued or transferred upon exercise of stock acquisition rights will be adjusted as follows.
Exercise price Before adjustment After adjustment Stock Acquisition Rights issued in July 2016 JPY 6,159 JPY 3,080 Stock Acquisition Rights issued in February 2017 JPY 8,891 JPY 4,446 Stock Acquisition Rights issued in July 2017 JPY 9,582 JPY 4,791 Stock Acquisition Rights issued in August 2018 JPY 1 JPY 1
3. Partial Amendment to Articles of Incorporation Subsequent to the Share Split
- (1)Reasons for the amendment
Subsequent to the Share Split, the number of authorized shares described in Article 5 in the Articles of Incorporation of SBG will be amended on June 28, 2019 when the Share Split becomes effective, as provided for in Article 184 (2) of the Companies Act of Japan.
- (2)Details of the amendment
*Changes are bold.
Before the amendment After the amendment (Total number of shares authorized to be issued)
Article 5
The total number of shares authorized to be issued by SBG shall be three billion and six hundred million (3,600,000,000) shares.(Total number of shares authorized to be issued)
Article 5
The total number of shares authorized to be issued by SBG shall be seven billion and two hundred million (7,200,000,000) shares. - (3)Schedule
Effective date of the amendment: June 28, 2019
4. Divided Forecast for the Fiscal Year Ending March 2020
SBG determined that the company is ready to increase the return of profits to shareholders while maintaining a balance between the sound financial position and investments for growth. SBG expects to effectively double the annual dividend by increasing JPY 44.00 per share from the previous fiscal year, by maintaining the annual dividend per share at JPY 44.00 for the fiscal year ending March 2020 after the Share Split. The total cash dividend for the fiscal year ending March 2020 is forecasted to be JPY 92.7 billion, effectively doubling from the planned cash dividend of JPY 47.2 billion for the fiscal year ended March 2019.
Reference: Breakdown of annual dividend
| Dividend per share | Cash dividend | |||
|---|---|---|---|---|
| Interim | Year-end | Total | Total | |
| Forecast for the fiscal year ending March 2020 (after the Share Split) | JPY 22.00 | JPY 22.00 | JPY 44.00 | JPY 92.7 billion* |
| Actual and plan for the fiscal year ended March 2019 | JPY 22.00 | JPY 22.00 (planned) | JPY 44.00 (planned) | JPY 47.2 billion (planned) |
| Actual for the fiscal year ended March 2018 | JPY 22.00 | JPY 22.00 | JPY 44.00 | JPY 24.0 billion |
An estimate amount made based on the total number of shares issued (excluding treasury stock) as of March 31, 2019
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