Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.
March 26, 2026
Company: TODA CORPORATION
Representative: Seisuke Otani, President and Representative Director (Securities Code: 1860 TSE Prime Market)
Contact: Yoshiyuki Shiba, General Manager, Planning & IR Div. (Phone: 03-3535-1357)
Notice Concerning Results and Completion of Acquisition of Own Shares through Off-Auction Own Share Repurchase Trading (ToSTNeT-3)With regard to the acquisition of the Company's own shares announced on March 25, 2026, the Company hereby announces that it has carried out the acquisition as described below. The Company also announces that, with the completion of this acquisition, the acquisition of the Company's own shares pursuant to Article 156 of the Companies Act, as applied with necessary modifications pursuant to Article 165, paragraph 3 of the same Act, based on the resolution of the Board of Directors held on February 13, 2026, has been completed.
As a result of this acquisition, the issuance terms of the 1st Stock Acquisition Rights by third-party allotment, based on the resolution of the Board of Directors held on March 25, 2026, have been finalized. For further details, please refer to today's press release titled "Notice Concerning Determination of Issuance Terms of the 1st Stock Acquisition Rights by Third-Party Allotment for ASR."
Reason for Acquisition of Own Shares
The Company considers its shareholder return policy to be one of its most important management priorities. Under the "Medium Term Management Plan 2027," the Company has established a shareholder return policy of "maintaining a dividend on equity (DOE) of 3.5% or higher and targeting a total payout ratio of approximately 70%." In line with this policy, and with the aim of further enhancing returns to shareholders and improving capital efficiency, the Company has acquired its own shares as described below.
Details of the Acquisition
(1) | Type of shares acquired: | The Company's common stock |
(2) | Total number of shares acquired: | 4,651,100 shares (Equivalent to 1.53% of the total number of shares issued, excluding own shares) |
(3) | Total amount of acquisition: | 6,999,905,500 yen |
(4) | Acquisition date: | March 26, 2026 |
(5) | Acquisition method: | Purchase through Off-Auction Own Share Repurchase Trading (ToSTNeT-3) on the Tokyo Stock Exchange |
(Note)
Of the total number of shares acquired set forth in item (2) above, ● shares were acquired from Morgan Stanley MUFG Securities Co., Ltd. With respect to these shares, a subsequent adjustment transaction using the Company's shares will be conducted at a later date so that the Company's effective acquisition price corresponds to the average price of the Company's shares over a specified period. Accordingly, the final number of shares acquired, including such adjustment transaction, may vary. For further details, please refer to the Company's press release dated March 25, 2026, titled "Notice Concerning Acquisition of Own Shares through Off-Auction Own Share Repurchase Trading (Accelerated Share Repurchase) and Cancellation."
(Reference)
Details of the Resolution Relating to the Acquisition of Own Shares (As announced on February 13, 2026)
(1) | Type of shares to be acquired: | The Company's common stock |
(2) | Total number of shares to be acquired: | 7,000,000 shares (upper limit) (Equivalent to 2.30% of the total number of shares issued, excluding own shares) |
(3) | Total amount of acquisition: | 7,000,000,000 yen (upper limit) |
(4) | Acquisition period: | February 16, 2026 through March 31, 2026 |
(5) | Acquisition method: | Market purchases on the Tokyo Stock Exchange |
(6) | Other | All shares of treasury stock to be acquired through this transaction are scheduled to be cancelled in full pursuant to a resolution of the Board of Directors in accordance with Article 178 of the Companies Act. |
Details of the Resolution Relating to the Cancellation of Own Shares (As announced on March 25, 2026)
(1) | Type of shares to be cancelled: | The Company's common stock |
(2) | Total number of shares to be cancelled: | All shares acquired as described in Section 2 above |
(3) | Scheduled cancellation date: | March 30, 2026 |
End