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Finacial Releases

Notice Regarding Stock Split

--- Dec. 15th 2006 ---

Value Commerce Co., Ltd. announced today that a meeting of its Board of Directors on December 15, 2006 authorized a stock split. The details of the stock split are provided below.

1. Purpose of the stock split
The purpose of this stock split is to increase the liquidity of the shares of Value Commerce and to expand the investor base.

2. Overview of the stock split
(1) Method of split
Shares held by stockholders, listed or recorded in the final register of shareholders or the register of beneficial owners of shares as of December 31, 2006 (Sunday) (however, as this day and the previous day are non-business days for the shareholders’ register manager, the effective date shall be December 29, 2006 (Friday)) shall be split on a two-for-one basis.

(2) Increase in the number of shares due to the stock split
The increase in the number of shares due to the stock split will be the total number of shares outstanding as of the end of December 31, 2006 (Sunday) (however, as this day and the previous day are non-business days for the shareholders’ register manager, the effective date shall be December 29, 2006 (Friday)) multiplied by 1.

(3) Schedule

(1) Record date for the stock split December 31, 2006 (Sunday)
(2) Effective date January 1, 2007 (Monday)
(3) Share issuance date February 20, 2007 (Tuesday)

(4) Other issues pertaining to this stock split shall be resolved at future meetings of the Board of Directors.

[Supplementary information]

1. The Company has not specifically presented the increase in the number of shares resulting from this share split because, given the possibility that the number of outstanding shares may increase following the exercise of share warrants and other rights between the date when the resolution was made by the Board of Directors and the record date of the share split, it is not possible to determine the total number of outstanding shares until the record date of the stock split.
As for the reference, based on the number of outstanding shares as of December 15, 2006, the number of outstanding shares after the stock split would be as follows:

Current number of outstanding shares 93,350 shares
Increase in number of shares due to the split 93,350 shares
Total number of outstanding shares after the split 186,700 shares

2. The stock split has no effect on paid-in capital

Paid-in capital as of December 15, 2006 1,701,966,696 yen

3. In accordance with the provisions in paragraph 2 of Article 184 of the Company Law, the Board of Directors has resolved that the “Total number of issued shares” set out in Article 5 of Articles of Incorporation of the Company will increase by 302,800 shares, from the present 302,800 shares to 605,600 shares, as a result of the above stock split.

4. Adjustment of issue price
In conjunction with the stock split, the issue prices and the number of shares to be offered by subscription warrants and share warrants issued by the Company in accordance with Article 280-20 of the former Commercial Code and Article 280-21 of the same Code shall be amended as follows after January 1, 2007 (Monday).

Name of issues Issue Price before Adjustment Issue Price after Adjustment
Subscription warrants
(resolved on December 18, 2000)
238,718 yen 119,359 yen
Share warrants
(resolved on July 19, 2002)
20,000 yen 10,000 yen
Share warrants
(resolved on March 26, 2004)
10,000 yen 5,000 yen
Share warrants
(resolved on March 28, 2005)
265,000 yen 132,500 yen
Share warrants
(resolved on March 31, 2006)
310,000 yen 155,000 yen

5. The notice regarding share certificates to be issued after the stock split and share certificates currently held by shareholders will sent to shareholders at their registered addresses on February 20, 2007 (Tuesday).