[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes. Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.
January 26, 2023
Japan Display Inc. (Tokyo Stock Exchange Prime Market, 6740)
Representative: Scott Callon, Chairman & CEO
Inquiries: Akihito Okochi, CFO
Telephone: +81-3-6732-8100
www.j-display.com/english
Conversion of Class B and Class D Preferred Shares into Common Shares &
New Controlling Shareholder
Ichigo Trust, the holder of JDI's Class B Preferred Shares and Class D Preferred Shares, today executed its right to convert Class B Preferred Shares and Class D Preferred Shares into common shares.
As a result of today's conversion, Ichigo Trust has become JDI's controlling shareholder.
With the conversion, JDI is expected to fall short of the Tokyo Stock Exchange (TSE) Prime Market's listing requirement to keep its tradable share (free float) ratio over 35% at the end of FY 23/3. Under the TSE's listing rules, in principle JDI needs to comply with this requirement within one year. However, there is an exception that allows the listing to be maintained for 5 years (or a period approved by the TSE) if a third party owns the shares in order to support a company's business turnaround and the TSE determines that the company has the prospect of meeting the listing requirement within 5 years. In order to be eligible for this exception, JDI plans to announce by the end of June 2022, which is the deadline set by the TSE (i.e., within three months after a company's fiscal year-end), a specific plan for conformance with this requirement within 5 years.
1. Preferred Shares Conversion into Common Shares
Exercise Overview | (Shares) | ||
Class B | Class D | ||
Preferred Shares | Preferred Shares | ||
(1) | Number of Preferred Shares Outstanding | 372,000,000 | 500 |
(Prior to Conversion) | |||
(2) | Number of Preferred Shares Converted | 372,000,000 | 500 |
(3) | Number of Remaining Preferred Shares | 0 | 0 |
(Post- Conversion) | |||
(4) | Increase in Common Shares due to the | 558,000,000 | 100,000,000 |
Conversion | |||
Note 1. The number of common shares issued per each Class B Preferred Share conversion is 1.5 and each Class D Preferred Share conversion is 200,000.
- The Preferred Shares acquired by JDI through this conversion will become treasury shares, and JDI plans to cancel them.
- 300,000 Class B Preferred shares had been converted to 450,000 Common Shares as of March 25, 2022. Those Class B Preferred Shares that had become JDI's treasury shares after the conversion had been canceled as of March 31, 2022.
4. Please refer to "Notice Concerning Conclusion of Capital Alliance Agreement, Issuance of Class B Preferred Shares and Stock Acquisition Rights through Third-party Allotment, and Change in the Largest Major Shareholder" on January 31, 2020 for details about the Class B Preferred Shares, and "Notice Concerning Conclusion of Capital Alliance Agreement, Issuance of Class D Preferred Shares and Stock Acquisition Rights through Third-party Allotment, and Partial Amendment of Articles of Incorporation" on July 21, 2020 for details about the Class D Preferred Shares.
Reference: JDI Common and Preferred Shares Outstanding | (Shares) | ||
Types | Pre-Conversion | Post-Conversion | Change |
Common Shares | 1,296,165,800 | 1,954,165,800 | +658,000,000 |
Class A Preferred Shares | 1,020,000,000 | 1,020,000,000 | - |
Class B Preferred Shares | 372,000,000 | 0 | -372,000,000 |
Class D Preferred Shares | 500 | 0 | -500 |
Class E Preferred Shares | 5,540 | 5,540 | - |
Note 1 Class B Preferred Shares have voting rights while Class A Preferred Shares, Class D Preferred Shares and Class E Preferred Shares do not have voting rights.
2 Shares outstanding are calculated on the above premise that Class B Preferred Shares and Class D Preferred Shares that had become JDI's treasury shares have been canceled.
2. New Controlling Shareholder
(1) New Controlling Shareholder Details
Name | Ichigo Trust | |
Registered Address | Elgin Court, Elgin Avenue, P.O. Box 448, George Town, | |
Grand Cayman, KY1-1106, Cayman Islands | ||
Representative in | Not applicable as Ichigo Trust does not have an office in Japan. | |
Japan | ||
Establishment Basis | Trusts Law of Cayman Islands | |
Purpose of | Investment management specializing in investments in Japanese | |
Establishment | companies | |
Total Investment | JPY 979,289 million (As of March 31, 2022) | |
Amount | ||
Name | Ichigo Asset Management International, Pte. | |
Ltd. | ||
Matters Relating to a | Registered | 1 North Bridge Road, #06-08 High Street |
Party to Whom | Address | Centre Singapore 17909 |
Ichigo Trust Entrusts | Position and | Partner / CEO |
a Discretionary | Name of | |
Navaid Ejaz Farooqi | ||
Investment Account | Representative | |
Business | Investment Management | |
Description | ||
As of January 26, 2023, Ichigo Trust is JDI's | ||
Relationship | Relationship | largest and controlling shareholder, and owns |
Between JDI and | Between JDI | 1,108,000,000 common shares comprising |
Ichigo | and Ichigo Trust | 56.70% of JDI's voting rights (ratio calculated |
using JDI's total voting rights as of September | ||
30, 2022 (16,681,253) plus the number of | ||
voting rights increased through the conversion | ||
of Class B Preferred Shares and Class D | ||
Preferred Shares into JDI's common shares as | ||
of January 26, 2023 (2,860,000)). Ichigo Trust | ||
also owns 5,540 Class E Preferred Shares with | ||
no voting rights. | ||
In addition, JDI has borrowed JPY 28 billion | ||
from Ichigo Trust as of January 26, 2023. | ||
Scott Callon, CEO of Ichigo Asset | ||
Relationship | Management, Ltd. which has entered into a | |
discretionary investment contract with Ichigo | ||
Between JDI | ||
Trust under which Ichigo Trust entrusts | ||
and Ichigo Asset | ||
authority regarding investment management to | ||
Management | ||
Ichigo Asset Management International, Pte. | ||
International | ||
Ltd., is Chairman, CEO, & Representative | ||
Executive Officer of JDI. | ||
- Number of Ichigo Trust's Voting Rights and Voting Rights Ratio Before and After the Conversion
Number of Voting Rights | % of | Major | Shareholder | ||||||||||
Voting | Shareholder | ||||||||||||
(Number of Shares Held) | Status | ||||||||||||
Rights | Ranking | ||||||||||||
8,220,000 | Largest | ||||||||||||
Pre-Conversion | 49.28% | Largest | Major | ||||||||||
(822,000,000 shares) | |||||||||||||
Shareholder | |||||||||||||
11,080,000 | Largest | ||||||||||||
Post-Conversion | 56.70% | Largest | Major | ||||||||||
(1,108,000,000 shares) | |||||||||||||
Shareholder | |||||||||||||
Note 1. The Number of Voting Rights and the Number of Shares Held above does not include any share dilution related to Class E Preferred Shares.
- % of Voting Rights Post-Conversion is calculated with the number of voting rights as of September 30, 2022 (16,681,253) as the denominator.
- % of Voting Rights Pre-Conversion is calculated with the number of voting rights as of September 30, 2022 (16,681,253) plus the number of voting rights increased through the conversion of Class B Preferred Shares and Class D Preferred Shares into JDI's common shares as of January 26, 2023 (2,860,000) (a total of 19,541,253) as the denominator.
- Date of New Controlling Shareholder
January 26, 2023
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Disclaimer
Japan Display Inc. published this content on 26 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 January 2023 06:12:26 UTC.