- June 17, 2022
- Press Release
- Company Name: Capcom Co., Ltd.
Representative: Haruhiro Tsujimoto, President and COO
(Code No. 9697 TSE Prime)
Contact: Shin Kurosawa, Senior Manager of
Public Relations and Investor Relations Section
Phone Number: +81-6-6920-3623
Notice Regarding Completion of Payment for Disposal of Treasury Stock through a Third-Party Allotment and a Change in Principal Shareholder
Capcom Co., Ltd. (the Company, below) hereby announces that payment procedures were completed today for the disposal of treasury stock through a third-party allotment accompanying the establishment of a stock grant ESOP trust (the Disposal, below), which was approved at the Board of Directors meeting held on May 13, 2022.
For details regarding this matter, please refer to the May 13, 2022 announcement, “Notice Regarding Disposal of Treasury Stock through a Third-Party Allotment and a Change in Principal Shareholder.”
Further, due to the Disposal, as of today there has been a change in a principal shareholder. Details are as follows.
I. Outline of the Disposal
| (1) Date of the Disposal | June 17, 2022 |
| (2) Class and number of shares to be disposed |
4,000,000 shares of the Company’s common stock |
| (3) Disposal price | 3,455 yen per share |
| (4) Total disposal value | 13,820,000,000 yen |
| (5) Allottee | The Master Trust Bank of Japan, Ltd. (Stock Grant ESOP Trust Account 76744) |
| (6) Treasury stock following the Disposal | 53,393,862 shares (The treasury stock following the Disposal listed above is based on the treasury stock as of May 12, 2022.) |
II. Change in Principal Shareholder
1. Background
Following the Disposal outlined above in “I. Outline of the Disposal,” a principal shareholder of the Company, Crossroad Co., Ltd., is no longer a principal shareholder because, while their number of shares held has not changed, their percentage of total voting rights outstanding has changed from 10.01% to 9.83%.
However, in accordance with the Company’s June 14, 2022 announcement, “Notice Regarding the Results of Tender Offer for Repurchase of Own Shares, the Completion of Repurchase by the Company of its Own Shares and a Change in Principal Shareholder,” as a result of the Company implementing the tender offer for the repurchase of its own shares described in that same announcement (the Tender Offer, below) and acquiring its own shares, due to the total voting rights outstanding decreasing, the ratio of the number of voting rights held by Crossroad Co., Ltd. to the total outstanding voting rights will relatively increase. Accordingly, the Company anticipates that as of July 5, 2022 (the settlement commencement date of the Tender Offer), Crossroad Co., Ltd. will once again become a principal shareholder of the Company.
2. Summary of Change in Shareholder
| ① Name | Crossroad Co., Ltd. |
| ② Address | 5-2-15, Eganosho, Habikino City, Osaka |
| ③ Representative name and title | Yoshiyuki Tsujimoto, President |
| ④ Principle business | Asset management company |
| ⑤ Paid-in capital | 10 million yen |
3. Number of voting rights (shares) held by the shareholder and its percentage of total voting rights outstanding
| Number of voting rights （Number of shares held） |
Percentage of total voting rights outstanding |
Shareholder ranking | |
| Before change (March 31, 2022) |
213,652 rights (21,365,200 shares) |
10.01％ | 2nd |
| After change | 213,652 rights (21,365,200 shares) |
9.83％ | 2nd |
Notes:
- The percentage of total voting rights outstanding before the change was calculated based on the total number of voting rights (2,134,119 rights) as of March 31, 2022.
- The percentage of total voting rights outstanding after the change was calculated based on the total number of voting rights (2,174,119 rights) after adding the voting rights associated with the shares for the Disposal (40,000 rights) to the total number of voting rights (2,134,119 rights) as of March 31, 2022.
- Percentage of total voting rights outstanding has been rounded to the second decimal place.
- Shareholder ranking before the change and after the change is based on the list of shareholders as of March 31, 2022.
- The Company is not included as a large shareholder as its treasury stock does not have voting rights.
4. Outlook
There are no special matters of note.
