Tokyo, Japan and Cambridge, UK, 17 April 2024 –
Nxera Pharma Co. Ltd (“Nxera” or “the Company; TSE 4565) – formerly
known as Sosei Group or Sosei Heptares – announces that it has
decided to issue new shares (“the Share Issuance”) under the 19th
to 22nd Restricted Stock Unit (“RSU”) Plan and determined the
payment amount and other matters of issuance of new shares under
the 12th RSU and 14th RSU as follows.
1. Issuance of new shares under the RSU
PlanThe resolution on the Share Issuance under the RSU
Plan was adopted at the Board of Directors meeting held today as
follows.
(1) Details of Issuance under 19th RSU
to 22nd RSU
(i) |
Payment date |
19th RSU 15 May 202520th RSU 18 May 202621st RSU 18 May 202722nd
RSU 16 May 2028 |
(ii) |
Type and number of shares to be issued |
1,967,073 shares of the Company’s common stock (20th to 22nd RSU
are planned number of shares)(Breakdown)19th RSU 112,650 shares20th
RSU 834,110 shares (planned)21st RSU 834,110 shares (planned)22nd
RSU 186,203 shares (planned) |
(iii) |
Payment amount |
19th RSU: 1,456 Yen per share20th to 22nd RSU: the Representative
Executive Officer will decide the payment amount hereafter |
(iv) |
Total issue value |
19th RSU: 164,018,400 Yen20th to 22nd RSU: the Representative
Executive Officer will decide the total issue value hereafter |
(v) |
Planned Allottees |
19th RSU112,650 shares will be allotted among 8 Directors of the
Company (excluding Directors who serve as Executive Officers
concurrently)20th RSU8 Executive Officers of the Company367
Directors of subsidiaries of the Company and Employees of the
Company and its subsidiaries834,110 shares to be allotted
(planned)21st RSU8 Executive Officers of the Company367 Directors
of subsidiaries of the Company and Employees of the Company and its
subsidiaries834,110 shares to be allotted (planned)22nd RSU1
Executive Officers of the Company186,203 shares to be allotted
(planned) |
(vi) |
Other details |
The Share Issuance shall be subject to the condition that the
Securities Registration Statement filed becomes effective in
accordance with the Financial Instruments and Exchange Act.The
number of shares planned to be allotted for the 20th to 22nd RSU is
subject to change by the decision of the Representative Executive
Officer. |
(2) Objectives of and Rationale for the
Issuance In FY2019, the Company introduced the RSU Plan
with the intention to increase the motivation of the Directors, the
Executive Officers and the Eligible Employees of the Company and
its wholly owned subsidiaries (“Executives and Employees”) to
realize the Company’s vision and strategy. The RSU Plan has also
been designed to share the benefits and risks of share price
fluctuations with shareholders, and further encourage the
Executives and Employees of the Company and its wholly owned
subsidiaries to actively contribute to the increase of the share
price and enhance the Company’s corporate value.
Following the acquisitions of Idorsia
Pharmaceuticals Japan Ltd – currently Nxera Pharma Japan Co., Ltd.
("NPJ”) – and Idorsia Pharmaceuticals Korea Co., Ltd – currently
Nxera Pharma Korea Co., Ltd. (“NPK”) – in July 2023, the RSU Plan
has been expanded in FY2024 and the Directors, the Executive
Officers and the Employees of NPJ and NPK are now eligible to the
RSU Plan.
The Share Issuance is to be executed under the
resolution by the Board of Directors meeting of the Company held on
17 April 2024 as part of the compensation for FY2024 under the RSU
Plan, on the condition that the Executives and Employees hold the
position of Executive or Employee, there has been no notice of
resignation, dismissal, or the like, and they are not subject to
any disciplinary proceedings during the specified period (“Relevant
Performance Period”) relating to the 19th to 22nd RSU listed in the
table below.
|
Persons Eligible for Allotment |
Allotment number |
Payment amount |
Relevant Performance Period |
19th RSU |
8 Directors of the Company (excluding Directors who serve as
Executive Officers concurrently) |
112,650 shares |
164,018,400 Yen |
For the length of service between 1 April 2024 to 31 March
2025 |
20th RSU |
8 Executive Officers of the Company367 Directors of subsidiaries of
the Company and Employees of the Company and its subsidiaries |
834,110 shares(Planned) |
1,214,464,160 Yen(Note) |
For the length of service between 1 April 2024 to 31 March
2026 |
21st RSU |
8 Executive Officers of the Company367 Directors of subsidiaries of
the Company and Employees of the Company and its subsidiaries |
834,110 shares(Planned) |
1,214,464,160 Yen(Note) |
For the length of service between 1 April 2024 to 31 March
2027 |
22nd RSU |
1 Executive Officer of the Company |
186,203 shares(Planned) |
271,111,568 Yen(Note) |
For the length of service between 1 April 2024 to 31 March
2028 |
(Note) Payment amount for 20th RSU to 22nd RSU
is estimated amount at the time of submission of this Press Release
“Notice of Issuance of New Shares Under the Restricted Stock Unit
(RSU) Plan and Determination of Payment Amount and Other Matters of
Issuance of New Shares Under Previous Years’ RSU Plan.” Actual
payment amount is an amount obtained by multiplying the allotted
number of shares by the payment amount per share, which is
determined by the Representative Executive Officer as of the Date
of Determination as stated (ii) below.
The Company’s Board of Directors determined the
number of shares to be allotted and the payment amount per share
relating to the 19th RSU as follows and entrusted the
Representative Executive Officer with the determination of the
number of shares to be allotted and the payment amount per share
relating to the 19th to 22nd RSU.
(i) 19th RSUThe number of shares to be allotted
has been determined by the resolution at the Company’s Board of
Directors meeting held on 17 April 2024.
The payment amount per share has been determined
by the resolution of the Company’s Board of Directors meeting as at
the closing price of the Company’s shares on the Tokyo Stock
Exchange as of the business day immediately preceding the date of
the resolution (16 April 2024).
The payment amount is at the market share price
immediately preceding the date of the resolution of the Company’s
Board of Directors, so that the Company considers that it is
issuing shares at a fair value.
(ii) 20th to 22nd RSUAllotment relating to the
20th, 21st and 22nd RSU will be executed in 2026, 2027 and 2028,
and the determination of the number of shares to be allotted and
the payment amount per share has been entrusted with the
Representative Executive Officer by the resolution of the Company’s
Board of Directors meeting held on 17 April 2024.
The number of shares to be allotted will be
determined by a decision made by the Representative Executive
Officer as of the day determined by the Board of Directors for each
RSU (the “Date of Determination*”) pursuant to the aforementioned
entrustment. Accordingly, the aforementioned total allotment of
1,854,423 shares relating to the 20th to22nd RSU may be changed as
a result of a decision made by Representative Executive Officer.
The payment amount per share will be determined by the
Representative Executive Officer pursuant to the aforementioned
entrustment on the Date of Determination as at the closing price of
the Company’s shares on the Tokyo Stock Exchange on the day
immediately prior to the Date of Determination (if no closing price
is quoted, the closing price of the immediately preceding trading
date to such business day).
The payment amount per share is at the market
share price immediately preceding the Date of the Determination by
Representative Executive Officer, so the Company considers that it
is issuing shares at a fair value.
(*) The Date of Determination for each of the
20th to 22nd RSU is as follows.20th RSU: 15 April 202621st RSU: 15
April 202722nd RSU: 18 April 2028
The contents of the RSU Plan are as stated
below.
(1) Conditions of AllotmentThe Company will
allot shares of the Company according to the predefined method to
the Executives and Employees on the condition that they hold the
position of Executive or Employee, there has been no notice of
resignation, dismissal, or the like, and they are not subject to
any disciplinary proceedings during the predefined Relevant
Performance Period.
(2) Maximum number of our Shares to be issued
under the RSU PlanThe number of Shares to be issued under the RSU
Plan including the number of Shares to be issued under the 23rd RSU
and thereafter as well as other stock-based compensation plan of
the Company will not exceed 10% of our total number of outstanding
shares.
(3) Method to deliver the Company’s sharesUnder
the RSU Plan, the Company will deliver the Company’s common shares
to Executives and Employees following the end of the predefined
Relevant Performance Period, and the share issuance will be made in
return for provision as contribution in kind of monetary
compensation claims against the Company granted to the Executives
and Employees of the Company and its wholly owned subsidiaries as
the Planned Allottees.
The amount of monetary compensation claims
granted to each person eligible for allotment will be the amount
obtained by multiplying the aforementioned payment amount per share
by the predefined number of allotted shares which is determined by
taking into account the degree of contribution to the Company,
etc., of each person eligible for allotment.
(4) Grounds for Forfeiture If during their
Relevant Performance Period, an Executive or Employee falls under
certain specified circumstances, such as being subject to criminal
punishment equivalent to or more severe than imprisonment or being
subject to a filing for the commencement of insolvency proceedings
or civil rehabilitation proceedings, etc., that Executive or
Employee will not obtain any right to be allotted Company shares
under the RSU Plan and their rights to receive Company Shares will
be extinguished at the time such circumstances in question
occurs.
(5) Treatment in Cases of Reorganization or
Change of Control TransactionsIf during a Relevant Performance
Period a general meeting of shareholders, etc. of the Company
approves a transaction involving a reorganization or a change of
control, such as a merger agreement in which the Company is the
dissolved entity or a share exchange agreement or share transfer
agreement under which the Company becomes a wholly owned subsidiary
and that transaction becomes effective before the completion of the
Relevant Performance Period, the Company will, by resolution of the
Board of Directors, allot the maximum number of shares prior to the
reorganization transaction coming into effect.
The Relevant Performance Period under the RSU
Plan is one year for Directors, and two and three years for
Executive Officers of the Company, Directors of subsidiaries of the
Company and Employees of the Company and its subsidiaries.
Going forward, the timing of allotment of shares
under the RSUs determined so far is as follows, and the number of
shares to be allotted and the payment amount per share will be
announced separately each time a determination is made by the
Representative Executive Officer under the entrustment by the
resolution of the Company’s Board of Directors meeting.
12th RSU: 16 May 202414th RSU: 16 May 202415th
RSU: 15 May 202516th RSU: 16 May 202417th RSU: 15 May 202518th RSU:
18 May 2026
The number of shares to be issued under the RSU
Plan of the Company after the determination of the 19th to 22nd RSU
will be 3.62 % of the total number of outstanding shares of the
Company as of 31 March 2024.
2. Determination of payment amount and
other matters of issuance of new shares under RSU PlanThe
Company has determined the payment amount and other matters of
issuance of new shares under the RSU Plan No. 12 and No. 14 as set
forth below as announced by the Company in Press Release “Notice of
Issuance of New Shares Under Restricted Stock Unit (RSU) Plan”
issued on 21 April 2021 and Press Release “Notice of Issuance of
New Shares Under Restricted Stock Unit (RSU) Plan” issued on 20
April 2022.
(i) |
Payment date |
12th RSU 16 May 202414th RSU 16 May 2024 |
(ii) |
Type and number of shares to be issued |
385,534 shares of the Company’s common stock(Breakdown)12th RSU
133,812 shares14th RSU 251,722 shares |
(iii) |
Payment amount |
12th RSU 1,456 Yen per share14th RSU 1,456 Yen per share |
(iv) |
Total amount of payment |
12th RSU 194,830,272 Yen14th RSU 366,507,232 Yen |
(v) |
Allottees |
12th RSU7 Directors and Executive Officers of the Company52
Directors of subsidiaries of the Company and Employees of the
Company and its subsidiaries14th RSU6 Directors and Executive
Officers of the Company145 Directors of subsidiaries of the Company
and Employees of the Company and its subsidiaries |
(vi) |
Other details |
The Securities Registration Statements relating to the issuance of
new shares under the 12th RSU and 14th RSU had been filed in
accordance with the Financial Instruments and Exchange Act. |
(Note)1. The aforementioned payment
amount per share has been determined by the Representative
Executive Officer as at the closing price of the Company’s shares
on the Tokyo Stock Exchange on the day immediately prior to the
Date of Determination (16 April 2024). The payment amount per share
is the market share price immediately preceding the Date of the
Determination, so the Company considers it is not issuance of
shares at a particularly favorable value.2. The Company
will deliver the aforementioned new shares to be issued to the
Allottees in exchange for provision as contribution in kind of
monetary compensation claims against the Company provided to the
Allottees.3. The Performance Period for the issuance of
new shares under the 12th RSU was from 1 April 2021 to 31 March
2024 and the Performance Period for the issuance of new shares
under the 14th RSU was from 1 April 2022 to 31 March 2024.
–END–
About Nxera PharmaNxera Pharma
(formerly Sosei Heptares) is a technology powered biopharma
company, in pursuit of new specialty medicines to improve the lives
of patients with unmet needs in Japan and globally.
In addition to several products being
commercialized in Japan, we are advancing an extensive pipeline of
over 30 active programs from discovery through to late clinical
stage internally and in partnership with leading pharma and biotech
companies. This pipeline is focused on addressing major unmet needs
in some of the fastest-growing areas of medicine across neurology,
GI and immunology, metabolic disorders and rare diseases, and
leverages the power of our unique and industry leading
GPCR-targeted structure-based drug discovery “NxWaveTM” platform to
provide a sustainable source of best- or first-in-class
candidates.
Nxera employs over 350 talented people at key
locations in Tokyo and Osaka (Japan), London and Cambridge (UK),
Basel (Switzerland) and Seoul (South Korea) and is listed on the
Tokyo Stock Exchange (ticker: 4565).
For more information, please visit
www.nxera.life LinkedIn: @NxeraPharma | X: @NxeraPharma | YouTube:
@NxeraPharma
Enquiries:
Nxera – Media and Investor
RelationsKentaro Tahara, VP Investor Relations and
Corporate StrategyShinichiro Nishishita, VP Investor Relations,
Head of Regulatory DisclosuresMaya Bennison, Communications
Manager+81 (0)3 5210 3399 | +44 (0)1223 949390 |IR@Nxera.life
MEDiSTRAVA Consulting (for International
Media)Mark Swallow, Frazer Hall, Erica Hollingsworth+44
(0)203 928 6900 | Nxera@medistrava.com
Forward-looking statementsThis
press release contains forward-looking statements, including
statements about the discovery, development, and commercialization
of products. Various risks may cause Nxera Pharma Group’s actual
results to differ materially from those expressed or implied by the
forward looking statements, including: adverse results in clinical
development programs; failure to obtain patent protection for
inventions; commercial limitations imposed by patents owned or
controlled by third parties; dependence upon strategic alliance
partners to develop and commercialize products and services;
difficulties or delays in obtaining regulatory approvals to market
products and services resulting from development efforts; the
requirement for substantial funding to conduct research and
development and to expand commercialization activities; and product
initiatives by competitors. As a result of these factors,
prospective investors are cautioned not to rely on any
forward-looking statements. We disclaim any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.