February 27, 2025
RYODEN CORPORATION
(Code: No. 8084, TSE Prime Market)
President & CEO Katsuyuki Tomizawa,
Contact: Kouzaburo Okamura, General Manager, General Affairs Dept
(Tel: +81-3-5396-6111)
Notice of Acquisition of Own Shares and Repurchase of Own Shares through Off-auction Own Share
Repurchase Transaction (ToSTNeT-3) and Cancelation of Treasury Shares
(Acquisition of Own Shares and Repurchase of Own Shares through Off-auction Own Share Repurchase Transaction (ToSTNeT-3) Pursuant to the Provisions of the Articles of Incorporation, which are Based on Article 165, Paragraph
- of the Companies Act, and Cancelation of Treasury Shares Pursuant to the Provisions of Article 178 of the Companies Act)
RYODEN CORPORATION (hereinafter, the "Company") hereby announces that its Board of Directors, at its meeting held today, passed a resolution on matters concerning the acquisition of the Company's own shares pursuant to the provisions of Article 156 of the Companies Act as applied following the deemed replacement of terms pursuant to Article 165, paragraph (3) of the same Act, as well as a resolution to cancel its treasury shares pursuant to the provisions of Article 178 of the Companies Act as follows:
1. Reason for the acquisition of own shares and the cancellation of treasury shares
At its meeting held on July 28, 2023, the Board of Directors of the Company approved a response policy of the Company to perform management while considering its cost of capital and stock price, in order to achieve sustainable growth and medium- to long-term corporate value enhancement of the Company. Through the acquisition of own shares and the cancellation of treasury shares, the Company will be able to flexibly execute its capital policy, improve capital efficiency, and strengthen shareholder return.
2. Method of acquisition
At the closing price of 2,392 yen as of today (February 27, 2025), the Company will place a purchase order for an off-auction own share repurchase transaction (ToSTNeT-3) on the Tokyo Stock Exchange at 8:45 a.m. on February 28, 2025. (The Company will not change the method of acquisition to other transaction systems or trading hours.) The purchase order will be effective only at that trading time.
3. Details of acquisition
(1) Class of shares to be acquired | Common shares of the Company |
(2) Total number of shares that can be acquired | 426,500 shares (upper limit) (the ratio to the total |
number of issued shares (excluding treasury shares): | |
1.94%) | |
(3) Total acquisition cost | 1,020,188,000 yen (upper limit) |
(4) Announcement of acquisition results | Acquisition results will be announced after the |
completion of transactions at 8:45 a.m. on February 28, | |
2025. | |
Notes: |
1. This number of shares will not be changed. Part or all of the acquisition may not be carried out depending on market trends and other factors.
2. Purchases will be executed against sale orders corresponding to the number of shares to be acquired. Regarding the acquisition of own shares, the Company has confirmed the intentions of several shareholders to sell
426,200 shares in total.
4. Details of cancellation
(1) Class of shares to be cancelled | Common shares of the Company |
(2) Total number of shares to be cancelled | 1,212,940 shares out of the total number of own shares |
acquired under 3. above and the number of treasury | |
shares currently held by the Company (the ratio to the | |
total number of issued shares before cancellation: | |
5.31%) | |
(3) Cancellation date | March 21, 2025 |
(Reference) Holding status of treasury shares as of January 31, 2025
Total number of shares issued (excluding treasury shares): 21,938,237 shares
Number of treasury shares: 886,740 shares