Notification Regarding Exercise of Stock Options
Tokyo, November 16, 2006 - Impress Holdings, Inc. (TSE: 9479) today announced that Goldman Sachs Japan Co., Ltd. (previously Goldman Sachs (Japan) Ltd.), the recipient of the Company's No. 6 issue of stock acquisition rights (options), issued on November 11, 2005, has elected to exercise a portion of those options as follows.
Details
| 1. Name of options: | Impress Holdings, Inc. No. 6 Stock Acquisition Rights |
| 2. No. of options to be exercised: | Five (5) |
| 3. Exercise date: | November 16, 2006 |
| 4. Basis for exercise of options: | As per the Sale and Purchase Agreement* concluded with Goldman Sachs (Japan) Ltd. (the present Goldman Sachs Japan Co., Ltd.), the recipient of the stock acquisition rights, options may be exercised within five (5) business days following the announcement of Impress Holdings' results for the first half of the fiscal year, regardless of whether or not Impress Holdings has sent notification that options may be exercised. |
| 5. No. of shares to be newly issued for the exercise of options: | 1,547 ordinary shares of the company |
| 6. Total exercise price for the exercise of options (exercise price per share): | 49,992,852 yen (32,316 yen per share) |
| 7. Use of funds: | Impress intends to use the funds procured as a result of this allocation to finance the previously announced acquisition of Yama-Kei Publishers Co., Ltd., and following the acquisition, funds will be appropriated to working capital. |
| 8. Remaining options following this exercise: | 995 |
(Reference)
- Portion of shares outstanding
With the issuing of new shares in connection with the exercise of options, the total number of shares outstanding will stand at 373,715 shares. The new shares issued will represent 0.41% of the new total number of shares issued. - Exercise of remaining options
Under the contract concluded with Goldman Sachs Japan Co., Ltd. ("GS"), options may be exercised only when Impress Holdings notifies GS to that effect, with certain exceptions. This exercise is as per one of those exceptions, by which GS may unilaterally exercise 10 options. Going forward, options will only be exercised when Impress has notified GS that options may be exercised, and in such cases, the relevant details will be announced at the when the options that may be exercised.
* For details regarding this transaction, please refer to the press release of October 19, 2005.
