TIDMTYT
RNS Number : 3063H
Toyota Motor Corporation
24 March 2020
[Reference Translation]
March 24, 2020
To Whom It May Concern
Company Name: Toyota Motor Corporation
Name and Title of Akio Toyoda, President
Representative:
(Code Number: 7203 First Section of Tokyo
Stock Exchange and Nagoya Stock Exchange)
Name and Title of Kaname Shimizu,
Contact Person: General Manager,
Accounting Division
(Telephone Number: 0565-28-2121)
Notice Concerning Disposition of Treasury Stock by Way of
Third-party Allotment
In relation to the execution of the memorandum of understanding
concerning the business and capital alliance (the "Alliance") with
NTT Corporation ("NTT"), Toyota Motor Corporation ("Toyota")
resolved at a meeting of the board of directors held on March 24,
2020 the terms of the disposition of treasury stock (the
"Disposition of Treasury Stock") by way of third-party allotment to
NTT as follows.
1. Outline of disposition
(1) Date of disposition April 9 , 2020
(2) Number of 29,730,900 shares of common stock
shares to
be disposed
---- -------------------- --------------------------------------------------
(3) Disposition JPY 6,727 per share
price
---- -------------------- --------------------------------------------------
(4) Total disposition JPY 199,999,764,300
price
---- -------------------- --------------------------------------------------
(5) Method of All of the shares will be allotted to NTT
disposition by way of third-party allotment.
or allotment
(proposed
subscriber)
---- -------------------- --------------------------------------------------
(6) Other The items above are conditioned on the securities
registration statement to be filed pursuant
to the Financial Instruments and Exchange
Act becoming effective.
---- -------------------- --------------------------------------------------
2. Purpose and reason for disposition
Toyota and NTT believe that the business alliance will help
improve their corporate value and determined that they need a
capital alliance in the form of cross shareholdings to develop and
strengthen their long-term partnership (For details, see the
release "Notice of Execution of Memorandum of Understanding
Concerning a Business and Capital Alliance between NTT Corporation
and Toyota Motor Corporation" jointly disclosed by Toyota and NTT
today).
The Disposition of Treasury Stock will be carried out as part of
the Alliance. Specifically, Toyota will dispose of shares of
treasury stock by way of a third-party allotment, through which NTT
will acquire 29,730,900 shares of Toyota common stock (0.90%
(rounding to two decimal place, hereinafter the same in this
paragraph) of the total issued shares, totaling 200 billion yen
(rounding to one hundred million yen hereinafter the same in this
paragraph). At the same time, NTT will dispose of shares of
treasury stock by way of a third-party allotment, through which
Toyota will acquire 80,775,400 shares of common stock of NTT (2.07%
of the total issued shares, totaling 200 billion yen).
3. Amount of proceeds, use of proceeds and expected timing
thereof
(1) Amount of proceeds
(unit: yen)
Total amount to be
(1) paid in 199,999,764,300
Estimated amount
of expenses relating
(2) to the issuance 10,000,000
---- ----------------------- ---------------------
(3) Estimated net proceeds 199,989,764,300
---- ----------------------- ---------------------
(Note) 1. Estimated amount of expenses relating to the issuance
does not include consumption tax, etc.
2. Estimated amount of expenses relating to the issuance is expected to consist mainly of costs for preparing a securities registration statement and other documents.
(2) Specific use of proceeds
As stated in the "Notice of Execution of Memorandum of
Understanding Concerning a Business and Capital Alliance between
NTT Corporation and Toyota Motor Corporation," the proceeds from
the Disposition of Treasury Stock will be appropriated for the
research and development, planning, design, construction and
implementation of the "Smart City Platform" under the Alliance;
taking a lead in the operations of the Smart City Platform jointly
by Toyota and NTT; and jointly promoting the operation of smart
cities, which continue to evolve in accordance with the needs of
residents. Specifically, Toyota intends to use JPY 50 billion for
the redevelopment project for the Higashi-Fuji Area in Susono City,
Shizuoka Prefecture (Woven City), which is scheduled to start in
the fiscal year ended March 2022 as a model case for smart city and
then the redevelopment project for the Shinagawa Area in Minato-ku,
Tokyo (a part of the NTT block in front of Shinagawa Station).
Toyota also intends to use the remaining amount by around the
mid-2030s for the subsequent and sequential redevelopment projects
and the general research and development related to the Smart City
Platform that will support such projects. Toyota will keep the
proceeds in its bank account, etc. until Toyota actually uses such
proceeds.
4. Reasonableness of use of proceeds
Toyota believes that using the proceeds from the Disposition of
Treasury Stock for the use described in "3. Amount of proceeds, use
of proceeds and expected timing thereof - (2) Specific use of
proceeds" above will enable Toyota to proceed with the construction
and operations of the "Smart City Platform" jointly with NTT and it
will help improve the corporate value of Toyota. Toyota therefore
believes that the use of the proceeds from the Disposition of
Treasury Stock is reasonable.
5. Reasonableness of terms of disposition, etc.
(1) Basis of calculation of the amount to be paid in and
specific details of the amount
The disposition price per share has been fixed at 6,727 yen
(rounding to the nearest whole yen, hereinafter the same in this
paragraph), which is the simple average of the closing prices of
shares of Toyota's common stock on the Tokyo Stock Exchange, Inc.
("TSE") for the one-month period (February 25, 2020 through March
23, 2020) ending on the business day immediately prior to the date
of resolution by the board of directors on the Disposition of
Treasury Stock.
The reason Toyota has selected the average closing price of
Toyota's common stock for the most recent one month is that Toyota
believes (i) that using a leveled value, namely the average share
price over a specified recent period, rather than using a share
price at a certain point of time, enables it to eliminate temporary
share price fluctuations and other special factors and (ii) that,
given the recent substantial downward trend in the stock market
since late February 2020 in the face of concern over the spread of
the new coronavirus infectious disease etc., and that Toyota's
stock price shows similar movement, the selection of the average
closing price for the most recent one month, which accurately
reflects such stock price trend compared with that for the most
recent two or six months, is more appropriate.
The disposition price is also in compliance with the "Guidelines
Concerning Treatment of Capital Increase by Allotment to a Third
Party" issued by Japan Securities Dealers Association (JSDA). The
disposition price represents a premium of 8.25% (rounding to two
decimal place, hereinafter the same in this paragraph) to 6,172
yen, the closing price of common stock of Toyota on the TSE as of
March 23, 2020, the business day immediately prior to the date of
resolution by the board of directors on the Disposition of Treasury
Stock, a discount of 9.89% to 7,392 yen, the average closing price
for the three-month period through the business day immediately
preceding such resolution date, and a discount of 11.25% to 7,484
yen, the average closing price for the six-month period through the
business day immediately preceding such resolution date.
In addition, all of the six audit & supervisory board
members (including three outside members of the audit &
supervisory board), who attended the meeting of the board of
directors at which the Disposition of Treasury Stock was resolved,
have expressed that the grounds for the calculation of the
disposition price is reasonable, is in compliance with the
"Guidelines Concerning Treatment of Capital Increase by Allotment
to a Third Party" issued by the JSDA, does not constitute a
favorable issuance, and is therefore lawful.
(2) Basis of decision that the number of shares to be disposed
and extent of dilution of shares is reasonable
The number of shares subject to the Disposition of Treasury
Stock is 29,730,900 shares (297,309 voting rights) and the
aggregate number of shares subject to the Disposition of Treasury
Stock and the disposition of treasury stock by way of third-party
allotment to Toyota Housing Corporation, as stated in "10. Results
of operations and status of equity finance for the last three years
- (4) Status of equity finance over the last three years - (ii)
Disposition of treasury stock by way of third-party allotment"
below is 33,000,400 shares (330,004 voting rights) (the number of
shares subject to the disposition of treasury stock by way of
third-party allotment to Toyota Housing Corporation was 3,269,500
shares ( 32,695 voting rights)), which is equivalent to 1.00% of
the total number of issued shares of Toyota ( 3,310,097,492 shares)
as of December 31, 2019 (1.17% (rounding to two decimal place) of
the 28,272,309 total voting rights as of September 30, 2019).
Accordingly, the Disposition of Treasury Stock will cause a certain
degree of dilution.
However, since the Disposition of Treasury Stock will be carried
out as part of the Alliance, Toyota believes that the Disposition
of Treasury Stock will help improve its corporate value and that
the number of shares to be disposed of and the extent of share
dilution are reasonable.
6. Reason and related information for selection of proposed
subscriber
(1) Outline of proposed subscriber
(As of December 31, 2019)
(1) Name Nippon Telegraph and Telephone Corporation
(2) Address 5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo,
Japan
------- ------------------------ --------------------------------------------------------------------
(3) Name and title Jun Sawada, President & CEO
of representative
------- ------------------------ --------------------------------------------------------------------
(4) Description of Determination of management strategy of
business NTT Group and promotion of basic research
and development
------- ------------------------ --------------------------------------------------------------------
(5) Stated capital JPY 937,950 million
------- ------------------------ --------------------------------------------------------------------
(6) Date of establishment April 1, 1985
------- ------------------------ --------------------------------------------------------------------
(7) Number of shares 3,900,788,940 shares
issued and outstanding
(As of February
7, 2020)
------- ------------------------ --------------------------------------------------------------------
(8) Fiscal year-end March 31
------- ------------------------ --------------------------------------------------------------------
(9) Number of employees 303,351 (on a consolidated basis)
(As of March
31, 2019)
------- ------------------------ --------------------------------------------------------------------
(10) Main business -
partners
------- ------------------------ --------------------------------------------------------------------
(11) Main banks -
------- ------------------------ --------------------------------------------------------------------
Major shareholders
and shareholding
(12) ratio The Minister of Finance 34.69%
------- ------------------------
The Master Trust Bank of Japan,
Ltd. (Trust Account) 4.82%
--- ------------------------
Japan Trustee Service Bank, Ltd.
(Trust Account) 4.17%
Japan Trustee Services Bank, Ltd.
(Trust account 9) 1.57%
Japan Trustee Services Bank, Ltd.
(Trust account 5) 1.46%
JP Morgan Chase Bank 385632
(standing proxy: Mizuho Bank, Ltd.) 1.11%
Japan Trustee Services Bank, Ltd.
(Trust account 7) 1.02%
Moxley & Co. LLC
(standing proxy: MUFG Bank, Ltd.) 0.99%
Japan Trustee Services Bank, Ltd.
(Trust account 1) 0.96%
JP Morgan Chase Bank 380055
(standing proxy: Mizuho Bank, Ltd.) 0.90%
--- ------------------------ ----------------------------------------------------- -------------
(13) Relationship between Capital relationship Not applicable
the parties
------- ------------------------ ------------------------- -----------------------------------------
Personnel relationship Not applicable
--- ------------------------ ------------------------- -----------------------------------------
Business relationship Toyota has an alliance with
NTT in order to develop,
verify and standardize technologies
in the field of connected
cars.
------------------------- -----------------------------------------
Applicability Not applicable
as related party
--- ------------------------ ------------------------- -----------------------------------------
(14) Consolidated operating results and financial condition for
the last three years (International Financial Reporting
Standards) (unit: millions of yen, except as noted otherwise)
------- ----------------------------------------------------------------------------------------------
Fiscal year Fiscal year Fiscal year Fiscal year ended
ended ended March 2019
March 2017 March 2018
-------------------- ------------------- -------------------------
Shareholders' equity - 9,050,358 9,264,913
----------------------------- -------------------- ------------------- -------------------------
Total assets - 21,541,444 22,295,146
----------------------------- -------------------- ------------------- -------------------------
Shareholders' equity
per share (in yen) - 4,591.58 4,832.03
----------------------------- -------------------- ------------------- -------------------------
Operating revenues - 11,782,148 11,879,842
----------------------------- -------------------- ------------------- -------------------------
Operating profit - 1,641,086 1,693,833
----------------------------- -------------------- ------------------- -------------------------
Profit before taxes - 1,740,479 1,671,861
----------------------------- -------------------- ------------------- -------------------------
Profit attributable
to NTT - 897,887 854,561
----------------------------- -------------------- ------------------- -------------------------
Basic earnings per
share attributable
to NTT (in yen) - 449.86 440.25
----------------------------- -------------------- ------------------- -------------------------
Dividends per share
(in yen) 120.00 150.00 180.00
----------------------------- -------------------- ------------------- -------------------------
Consolidated operating results and financial condition for
the last three years (U.S. GAAP) (unit: millions of yen,
except as noted otherwise)
------- ----------------------------------------------------------------------------------------------
Fiscal year Fiscal year Fiscal year Fiscal year ended
ended ended March 2019
March 2017 March 2018
-------------------- ------------------- -------------------------
Shareholders' equity 9,052,479 9,485,981 -
----------------------------- -------------------- ------------------- -------------------------
Total assets 21,250,325 21,675,770 -
----------------------------- -------------------- ------------------- -------------------------
Shareholders' equity
per share (in yen) 4,491.73 4,812.59 -
----------------------------- -------------------- ------------------- -------------------------
Operating revenues 11,391,016 11,799,587 -
----------------------------- -------------------- ------------------- -------------------------
Operating profit 1,539,789 1,642,843 -
----------------------------- -------------------- ------------------- -------------------------
Income before income
taxes and equity
in earnings (losses)
of affiliated companies 1,527,769 1,755,624 -
----------------------------- -------------------- ------------------- -------------------------
Net income attributable
to NTT 800,129 909,695 -
----------------------------- -------------------- ------------------- -------------------------
Basic earnings per
share
attributable to NTT
(in yen) 390.94 455.78 -
----------------------------- -------------------- ------------------- -------------------------
Dividends per share
(in yen) 120.00 150.00 180.00
----------------------------- -------------------- ------------------- -------------------------
(Note) NTT, the proposed subscriber, is listed on the TSE and
submitted the Corporate Governance Report to the TSE on June 26,
2019. Toyota has confirmed NTT's basic views on eliminating
anti-social forces and the preparation toward such elimination in
the section of the Report dealing with matters related to the
internal control system. Based on the confirmation, Toyota has
concluded that NTT and its officers have no connection with
anti-social forces.
(Note) NTT, the proposed subscriber, adopted generally accepted
accounting principles in the U.S. (the "U.S. GAAP") until the
fiscal year ended March 2018 and applied the International
Financial Reporting Standards (the "IFRS") from the fiscal year
ended March 2019. NTT prepared its consolidated financial
statements for the fiscal year ended March 2018 in accordance with
the IFRS as well as the U.S. GAAP.
(2) Reason for selecting the proposed subscriber
See "2. Purpose and reason for disposition" above.
(3) Proposed subscriber's shareholding policy
Toyota has orally confirmed with NTT that NTT intends to hold
over the long term the common stock of Toyota that it will acquire
through the Disposition of Treasury Stock.
Toyota plans to obtain a written acknowledgement from NTT that
(i) if all or some of the disposed shares are transferred within
two years after the date of payment, the names and addresses of the
transferees, number of shares transferred, date of transfer,
transfer price, reason for transfer and method of transfer, etc.
will be immediately reported to Toyota in writing, (ii) Toyota will
report the details of such report to the TSE and (iii) the details
of such report will be made publicly available.
(4) Details regarding existence of assets necessary for the
payment by the proposed subscriber
Toyota has confirmed that NTT, as the proposed subscriber to the
shares being disposed, has necessary cash and deposits for the
payment pertaining to the Disposition of Treasury Stock, based on
the status of cash and deposits set forth in the balance sheet and
other financial conditions disclosed in NTT's quarterly report for
the third quarter of the 35th fiscal year (filed on February 7,
2020).
7. Major shareholders and shareholding ratio after the
disposition
Before the disposition (as of After the disposition
September 30, 2019)
Japan Trustee Services Japan Trustee Services
Bank, Ltd. 11.38% Bank, Ltd. 11.38%
-------------------------------- ------- ------------------------------- -------
Toyota Industries Corporation 7.20% Toyota Industries Corporation 7.20%
-------------------------------- ------- ------------------------------- -------
The Master Trust Bank The Master Trust Bank of
of Japan, Ltd. 5.73% Japan, Ltd. 5.73%
-------------------------------- ------- ------------------------------- -------
Nippon Life Insurance
Company 3.36% Nippon Life Insurance Company 3.36%
-------------------------------- ------- ------------------------------- -------
JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
(Standing proxy: Settlement (Standing proxy: Settlement
& Clearing Services Division, & Clearing Services Division,
Mizuho Bank, Ltd.) 3.20% Mizuho Bank, Ltd.) 3.20%
-------------------------------- ------- ------------------------------- -------
DENSO CORPORATION 2.72% DENSO CORPORATION 2.72%
-------------------------------- ------- ------------------------------- -------
State Street Bank & Trust State Street Bank & Trust
Company Company
(Standing proxy: Settlement (Standing proxy: Settlement
& Clearing Services Division, & Clearing Services Division,
Mizuho Bank, Ltd.) 2.47% Mizuho Bank, Ltd.) 2.47%
-------------------------------- ------- ------------------------------- -------
Trust & Custody Services Trust & Custody Services
Bank, Ltd. 1.73% Bank, Ltd. 1.73%
-------------------------------- ------- ------------------------------- -------
Mitsui Sumitomo Insurance Mitsui Sumitomo Insurance
Co., Ltd. 1.72% Co., Ltd. 1.72%
-------------------------------- ------- ------------------------------- -------
Tokio Marine & Nichido Tokio Marine & Nichido
Fire Insurance Co., Ltd. 1.54% Fire Insurance Co., Ltd. 1.54%
-------------------------------- ------- ------------------------------- -------
(Note) The major shareholders are based on the shareholders'
register as of September 30, 2019, and the shareholding ratio
represents the ratio to the total number of issued shares.
8. Future prospect
Toyota expects that the Disposition of Treasury Stock will not
have a material impact on its consolidated accounts for the
foreseeable future.
9. Matters related to the procedures under the corporate code of
conduct
Since (1) the dilution ratio is less than 25% and (2) there is
no change to a controlling shareholder (even if all of the stock
acquisition rights and put options are exercised, no change to a
controlling shareholder is expected), there is no need to obtain an
opinion from an independent third party, or to follow the
procedures for confirming the intent of shareholders, pursuant to
Article 432 of the Securities Listing Regulations established by
the TSE.
10. Results of operations and status of equity finance for the
last three years
(1) Results of operations for the last three years
(consolidated)
(unit: millions of yen, except as noted otherwise)
Fiscal year ended Fiscal year ended Fiscal year ended
March 2017 March 2018 March 2019
Net revenues 27,597,193 29,379,510 30,225,681
-------------------- -------------------- --------------------
Income before income
taxes and equity
in earnings of
affiliated companies 2,193,825 2,620,429 2,285,465
-------------------- -------------------- --------------------
Net income attributable
to Toyota 1,831,109 2,493,983 1,882,873
-------------------- -------------------- --------------------
Basic Net income
attributable to
Toyota per shares
of common stock
(in yen) 605.47 842.00 650.55
-------------------- -------------------- --------------------
Dividends per share Shares of Shares of Shares of
(in yen) Common Stock 210 Common Stock 220 Common Stock 220
First Series First Series First Series
Model AA Model AA Model AA
Class Share 105 Class Share 158 Class Share 211
-------------- ---- -------------- ---- -------------- ----
Shareholders' equity
per share (in yen) 5,887.88 6,438.65 6,830.92
-------------------- -------------------- --------------------
(Note 1) "Ordinary income" is omitted because its corresponding
item does not exist in the U.S. GAAP, according to which the
consolidated financial results of Toyota are prepared.
(Note 2) "Shareholders' equity per share" is stated because an
item corresponding to "consolidated net assets per share" does not
exist in the U.S. GAAP, according to which the consolidated
financial results of Toyota are prepared.
(Note 3) "Dividends per share" refers to dividends pertaining to
shares of common stock and dividends pertaining to f irst series
model AA class shares .
(2) Number of issued shares and number of dilutive shares at
present (as of December 31, 2019)
Number of shares (shares) Ratio to the issued
shares (%)
Shares of
Number of issued shares Common Stock: 3,262,997,492 100.0
-----------------------
Model AA
Class Shares: 47,100,000
-----------------------
Total: 3,310,097,492
---------------------------------------------- -------------- -----------------------
Number of dilutive - -
shares based on the
conversion price (exercise
price) at present
-------------------------------- -----------------------
Number of dilutive - -
shares based on the
minimum conversion
price (exercise price)
-------------------------------- -----------------------
Number of dilutive - -
shares based on the
maximum conversion
price (exercise price)
-------------------------------- -----------------------
(3) Recent share price
(i) Status over the last 3 years
(unit: yen)
Fiscal year ended Fiscal year ended Fiscal year ended
March 2017 March 2018 March 2019
Opening price 5,930 6,087 6,833
------------------ ------------------ ------------------
High price 7,215 7,806 7,686
------------------ ------------------ ------------------
Low price 4,917 5,670 6,045
------------------ ------------------ ------------------
Closing price 6,042 6,825 6,487
------------------ ------------------ ------------------
(Note) The share prices are based on the price on the first
section of the TSE.
(ii) Status over the last six-months
(unit: yen)
2019 November December 2020 February March
October January (Note)
Opening price 7,245 7,460 7,701 7,599 7,557 6,941
--------- --------- --------- --------- --------- --------
High price 7,554 7,949 7,854 7,894 8,026 7,348
--------- --------- --------- --------- --------- --------
Low price 6,951 7,458 7,626 7,530 7,004 5,771
--------- --------- --------- --------- --------- --------
Closing price 7,542 7,638 7,714 7,652 7,127 6,172
--------- --------- --------- --------- --------- --------
(Note) The share prices for March 2020 are those until March 23,
2020.
(iii) Share price as of the business day immediately before the
date of resolution of the Disposition of Treasury Stock
(unit: yen)
March 23, 2020
Opening price 6,195
---------------
High price 6,279
---------------
Low price 6,139
---------------
Closing price 6,172
---------------
(4) Status of equity finance over the last three years
(i) Disposition of treasury stock by way of third-party
allotment
Date of disposition October 2, 2017
Amount of proceeds JPY 49,999,305,700 (estimated net proceeds)
--------------------------------------------------
Disposition price JPY 6,029 per share
--------------------------------------------------
Number of issued shares Shares of Common Stock 3,262,997,492 shares
at the time of the Model AA Class Shares 47,100,000 share
disposition Total 3,310,097,492 shares
--------------------------------------------------
Number of disposed Shares of Common Stock 8,293,300 shares
shares
--------------------------------------------------
Number of issued shares Shares of Common Stock 3,262,997,492 shares
after the disposition Model AA Class Shares 47,100,000 share
Total 3,310,097,492 shares
--------------------------------------------------
Subscriber Mazda Motor Corporation
--------------------------------------------------
Initial use of proceeds The amount of proceeds was applied towards
at the time of the the capital expenditures relating to the
disposition establishment of a joint venture company
to produce finished cars in the U.S.
--------------------------------------------------
Expected timing of Fiscal year ended March 2018 through fiscal
expenditure at the year ending March 2021 (scheduled)
time of the disposition
--------------------------------------------------
Current application A portion of the proceeds has been applied
status as initially planned. The remaining amount
is scheduled to be applied by the above-expected
timing of expenditure for the above use
of proceeds.
--------------------------------------------------
(ii) Disposition of treasury stock by way of third-party
allotment
Date of disposition November 29, 2019
Amount of proceeds JPY 24,180,222,000 (estimated net proceeds)
-------------------------------------------------
Disposition price JPY 7,396 per share
-------------------------------------------------
Number of issued shares Shares of Common Stock 3,262,997,492 shares
at the time of the Model AA Class Shares 47,100,000 share
disposition Total 3,310,097,492 shares
-------------------------------------------------
Number of disposed Shares of Common Stock 3,269,500 shares
shares
-------------------------------------------------
Number of issued shares Shares of Common Stock 3,262,997,492 shares
after the disposition Model AA Class Shares 47,100,000 share
Total 3,310,097,492 shares
-------------------------------------------------
Subscriber Toyota Housing Corporation
-------------------------------------------------
Initial use of proceeds In connection with the share exchange where
at the time of the Toyota Housing Corporation became the wholly
disposition owning parent company as a result thereof
and Misawa Homes Co., Ltd., which was its
then consolidated subsidiary, became the
wholly owned subsidiary as a result thereof
and where the consideration in the share
exchange consisted of shares of Toyota's
common stock, the disposition of treasury
stock was conducted in order for such wholly
owning parent company to acquire the necessary
consideration for the share exchange not
for the financing purposes of Toyota. The
above-described amount of 24,180,222,000
yen in estimated net proceeds was used to
cover a part of the cash reserve that decreased
with the payment for the shares of common
stock issued and disposed by way of third-party
allotment, which was conducted by Toyota
Housing Corporation towards Toyota as the
allottee.
-------------------------------------------------
Expected timing of November 29, 2019
expenditure at the
time of the disposition
-------------------------------------------------
Current application The proceeds have been applied as initially
status planned.
-------------------------------------------------
11. Summary of disposition
(1) Class and number of shares 29,730,900 shares of common stock
(2) Disposition price JPY 6,727 per share
(3) Total disposition price JPY 199,999,764,300
(4) Method of disposition or Disposition of treasury stock by
allotment way of third-party allotment
(5) Proposed subscriber NTT
(6) Disposition date April 9, 2020
(7) The items above are conditioned on the securities registration
statement to be filed pursuant to the Financial Instruments
and Exchange Act becoming effective.
End
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END
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