NRI to Conduct Share Split accompanied by Partial Change to Related Company Bylaws
January 26, 2007
Nomura Research Institute, Ltd.
Nomura Research Institute, Ltd.
Nomura Research Institute, Ltd. (NRI) has announced a resolution taken at today's Board of Directors' meeting to implement a share split and to make a partial change to the Company Bylaws in relation to the share split, with details as follows.
I. Share Split
| 1. | Purpose of Share Split NRI is implementing a share split for the purpose of reducing the price per investment unit of the Company's stock, to create an easier investment environment for investors. |
| 2. | Summary of Share Split (1) Method for Share Split For shareholders listed or recorded on the shareholders list and substantial shareholders list as of March 31, 2007 (Saturday) (but since that day is a non-work day for the shareholder list management agent, in practice the date will be March 30, 2007 (Friday)), a five-to-one share split will be implemented for shares of common stock held, effective April 1, 2007 (Sunday). (2) Amount of Increased Shares Due to Share Split The amount of increased shares will be four times the total number of shares issued as of March 31, 2007 (Saturday) (but since that day is a non-work day for the shareholder list management agent, in practice the date will be March 30, 2007 (Friday)). Using the total number of shares issued as of December 31, 2006 as a standard, the number of shares will be as follows.
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| 3. | Schedule
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For Reference
| 1. | The share split will not be accompanied by an increase in capital. |
| 2. | Since the effective date for the share split is set for April 1, 2007, the dividend payment at the end of fiscal year ending on March 31, 2007, being paid out on the basis of the dividend date of March 31, 2007, will target the pre-split shares. |
| 3. | Share certificates after the share split, and information regarding share holding, are planned to be sent out to the addresses of record on May 18, 2007 (Friday). Please note that share certificates after the split cannot be sold until they have been delivered to the shareholder. Shareholders using the Central Securities Custody and Book-Entry Transfer System will see an increased share balance as of April 1, 2007, which will allow settlements involving the increased shares. For specifics regarding sales timing and procedure, inquire at the securities company handling the transaction. |
| 4. | For purchase requests regarding partial shares initiated on April 1, 2007 or later, payment for the purchase amount will be settled on April 25, 2007 or later. Payment of purchase amount for partial shares listed or recorded on the substantial shareholder list, however, will be settled under the normal schedule. |
| 5. | In line with the share split, the conversion price on April 1, 2007 or later for the Company's first unsecured convertible bond with share warrant shall be adjusted as follows. |
| Name of security | Pre-adjustment conversion price | Post-adjustment conversion price |
| First unsecured convertible bond with share warrant (Issued on December 1, 2006) |
21,120 yen | 4,224 yen |
| 6. | In line with the share split, the exercise price on April 1, 2007 or later for the Company's share warrants issued as stock options shall be adjusted as follows. (There will be no adjustment for the 5th share warrant and 7th share warrant.) |
| Name of security | Pre-adjustment exercise price | Post-adjustment exercise price |
| 1st share warrant (Issued on June 27, 2002) |
17,913 yen | 3,583 yen |
| 2nd share warrant (Issued on August 12, 2003) |
10,088 yen | 2,018 yen |
| 3rd share warrant (Issued on June 24, 2004) |
11,418 yen | 2,284 yen |
| 4th share warrant (Issued on July 1, 2005) |
11,594 yen | 2,319 yen |
| 6th share warrant (Issued on September 11, 2006) |
16,409 yen | 3,282 yen |
| 7. | Resolutions regarding any other items required for the share split will be made at a future meeting of the Board of Directors. |
II. Partial Change to the Bylaws Related to the Share Split
| 1. | Reasons for Change to Bylaws With the share split, the Company Bylaws were changed by resolution of the Board of Directors effective April 1, 2007, based on Article 184 Paragraph 2 of the Company Law. |
| 2. | Content of Bylaw Change The total number of issuable shares is changed as follows. |
(The underlined section shows the part changed.) |
| Current Bylaws | After change | ||||||||||||
Chapter 2 Shares
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Chapter 2 Shares
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| 3. | Schedule
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[For general inquiries, please contact:]
Shin Ueoka, Investor Relations Department
Tel: +81-3-5533-3910
E-mail:
To List of Press Releases
Shin Ueoka, Investor Relations Department
Tel: +81-3-5533-3910
E-mail:
To List of Press Releases
Copyright(c) 2007 Nomura Research Institute, Ltd. All rights reserved.
No reproduction or republication without written permission.
No reproduction or republication without written permission.