NEXON CO., LTD. January 22, 2016
Name of Company: | NEXON Co., Ltd. |
Representative: | Owen Mahoney, Chief Executive Officer and President |
(Stock Code: 3659, TSE First Section) | |
Contact: | Koji Abe, Administration Division Manager |
Telephone: | 03-3523-7910 |
Notice of Grant of Stock Options (Subscription Rights to Shares)
NEXON Co., Ltd. ("Nexon") (3659.TO), a worldwide leader in free-to-play online games, today announced that its Board of Directors has approved the granting of stock options, or subscription rights to shares, to be issued under preferential terms to persons other than Nexon's shareholders, pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act and the resolution of Nexon's 13th Annual General Meeting of Shareholders convened on March 27, 2015. Details are as follows:
Persons to whom subscription rights to shares will be granted
Number of Individuals
Total Number of Options
Employees of Nexon's wholly owned subsidiary
1
80
Guidelines for issuance of subscription rights to shares
Class and number of shares to be issued upon exercise of subscription rights to shares 80,000 shares of common stock of Nexon
In the event that Nexon splits its common stock (including allotment of its common stock without compensation) or consolidates its common stock, the number of shares to be issued upon exercise of each unit of subscription rights to shares shall be adjusted according to the formula outlined below. Provided, however, that such adjustment shall be made only to those that remain unexercised at the time of such adjustment, and any fraction less than one share resulting from such adjustment shall be rounded down.
Number of shares after adjustment＝number of shares before adjustment × ratio of split or consolidation
In the event that Nexon conducts a merger, a company split, a share exchange or share transfer, or when there is any other inevitable reason necessitating an adjustment of the number of shares, the number of shares shall be adjusted within a reasonable scope upon consideration of the conditions and other matters pertaining to the merger, company split, share exchange or share transfer.
Number of subscription rights to shares to be issued 80 units
The number of shares to be issued upon exercise of each subscription right to shares ("Number of Granted Shares") shall be 1,000 shares of common stock of Nexon. In the case the number of shares is adjusted as provided in (1) above, the Number of Granted Shares shall also be adjusted.
Cash payment for subscription rights to shares
No cash payment is required for subscription rights to shares.
Value of the assets to be contributed upon exercise of subscription rights to shares The amount of the assets to be contributed upon exercise of subscription rights to shares shall be the amount derived by multiplying the amount to be paid in per share with regards to those shares that could be received upon exercise of subscription rights to shares ("Exercise Price") by the number of shares granted with regards to the subscription rights to shares.
The Exercise Price shall be the closing price of the common stock of Nexon in the regular trading thereof on the Tokyo Stock Exchange on the date of allotment of subscription rights to shares ("Allotment Date").
In the event that Nexon carries out a stock split (including allotment of its common stock without compensation) or a consolidation of its common stock after the Allotment Date, the Exercise Price shall be adjusted according to the following formula. Any fraction of less than one yen shall be rounded up.
Exercise Price after adjustment＝
Exercise Price before adjustment×
1
ratio of split or consolidation
In addition to the above, when Nexon merges with another company, conducts a company split or capital reduction, or upon any other event similar thereto, and an adjustment of the Exercise Price is required after the Allotment Date, the Exercise Price shall be adjusted to an extent reasonable with a resolution of the Board of Directors.
Exercise period of subscription rights to shares
The exercise period shall be a period determined by the Board of Directors, which falls within ten years from the Allotment Date. In the event that the last date of the exercise period is a non-business day of Nexon, it shall be the business day immediately preceding such date.
Conditions for exercise of subscription rights to shares
The person must be a director or an employee of Nexon or its subsidiaries at the time of the exercise to be eligible, except when a director or an employee of Nexon or its
subsidiaries loses its position as a director or an employee due to resignation or retirement, dismissal or discharge (excluding punitive dismissal or any other event similar thereto), or death or disability, or when there is any other due reason specifically provided by the Board of Directors.
Treatment of subscription rights to shares at Nexon's restructuring and other activities
When approval is granted for proposals i), ii), iii), iv), or v) below by a resolution of the General Meeting of Shareholders (or, if a resolution of the General Meeting of Shareholders is not required, when approval is granted by a resolution of the Board of Directors of Nexon), Nexon may acquire subscription rights to shares without charge on the date specifically stipulated by the Board of Directors:
Proposal for the approval of a merger agreement in which Nexon will be a dissolving company;
Proposal for the approval of a corporate demerger agreement or a corporate demerger plan in which Nexon is the demerging company;
Proposal for the approval of a share-for-share exchange agreement or a share transfer plan in which Nexon will become a wholly-owned subsidiary of another company;
Proposal for the approval of amendment of the Articles of Incorporation by which any acquisition of all types of the shares issued by Nexon by assignment shall be subject to an approval by Nexon; or
Proposal for the approval of amendment of the Articles of Incorporation by which an approval of Nexon shall be required for transfer of the shares subject to the subscription rights or the shares subject to subscription rights shall be subject to class-wide call option upon resolution of a shareholders' meeting of Nexon.
Restriction on transfer of subscription rights to shares
Any acquisition of subscription rights to shares by assignment shall be subject to an approval by the Board of Directors of Nexon.
Matters concerning the amount of capital and capital reserve increased by the issuance of shares upon exercise of subscription rights to shares:
The amount of capital increased by the issuance of shares upon exercise of subscription rights to shares shall be one-half the amount of the maximum limit on the increase in capital as calculated pursuant to Article 17, Paragraph 1 of the Company Accounting Ordinance. Any fraction of less than one yen shall be rounded up.
The amount of capital reserve increased by the issuance of shares upon exercise of subscription rights to shares shall be the amount of the maximum limit on the increase in capital provided in i) above, reduced by the amount of increased capital stipulated in i) above.
Allotment Date January 25, 2016
Bank handling payments for the exercise of subscription rights to shares and its location
Sumitomo Mitsui Banking Corporation, Tokyo Chuo Branch (Address: 2-1-10 Nihombashi, Chuo-ku, Tokyo)
Nexon Co. Ltd. issued this content on 2016-01-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-22 06:49:18 UTC
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