| FOR IMMEDIATE RELEASE |
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We Announces Introduction of Stock Options
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| We announced today the introduction of a stock option scheme
for directors and senior management. The purpose of this scheme is to provide
additional incentives to retain top-level management commitment to optimum
growth and development of Densei-Lambda. |
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| The board of Directors, at our meeting on May 19, 2000,
decided to recommend shareholder approval of a proposal to acquire up to 99,000
shares of shares in Densei-Lambda, at maximum aggregate price of 500 million yen
in accordance with Article 210-2 of the Commercial Code to implement the Stock
Options Scheme outlined in appendix |
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| The proposal is contingent upon shareholders' approval at
the next general shareholders' meeting to be held on June 27, 2000. |
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| For further information, please contact: |
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| Masami Kobashi, Director, Densei-Lambda Tel: 3447-4411 |
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| Notes to Editors
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| About Densei-Lambda:
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| Headquartered in Tokyo, Densei-Lambda is the Asian hub of operations for
Invensys Power Systems. Concentrating on its core power systems division, Densei-Lambda
is a research and development center of excellence for DC-DC converters and
switching power supply product development, manufacturing and purchasing. It
also provides marketing, sales and service support for Invensys Power Systemfs
battery and uninterruptible power supply products. |
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| Invensys Power Systems is the American-based world leader in secure power,
energy storage, power conversion and telecom energy systems with 16,000
employees and $2.5 billion in sales. Invensys Power Systems is one of four
divisions of Invensys plc, the $12 billion London-based leader in automation
and controls. |
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| Appendix
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| Additional Details of Recommended Stock Option Scheme
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| 1. Outline of Acquisition |
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(1) Type of stock Common par value stock of the Company
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| (2) Number of shares 99,000 shares |
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| (3) Aggregate purchase price \500,000,000 (maximum) |
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| 2. Details of Transfers to Directors and Executive Officers |
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| (1) Manner of Transfer |
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| We will execute with each transferee an option agreement as
required under Article 210-2, Clause 2, Sub clause 3 of the Commercial Code, and
transfer the shares therewith upon exercising the options. |
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| (2) Transferees |
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| We are 11 individuals who shall be directors or executive
officers of Densei-Lambda upon the close of the annual shareholders' meeting
of Densei-Lambda, scheduled for June 27, 2000; provided, however, that granting
the options to directors is conditional upon our reelection at that meeting. |
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| (3) Number of Shares |
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| Up to an aggregate 99,000 shares. The upper and lower limits
for share allocations to individual directors and executive officers are 20,000
and 7,000 shares, respectively. |
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| The number of shares shall be adjusted by the following
formula for stock splits or consolidations; provided, however, that the
adjustment are only for share still unexercised at that time, and that fractions
below one unit from such calculation shall be rounded down to the nearest whole
number. |
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| [Number of shares after adjustment] = [Number of shares
before adjustment] x [Split or Consolidation Ratio] |
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| In the event of a merger or reorganization, We shall adjust
the number of shares as it deems necessary or appropriate, in compliance with
the merger or reorganization agreement, based upon resolutions of the Board of
Directors. |
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| (4) Transfer Price |
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| The transfer price is \ 2,076 per share (obtained by
multiplying the closing price of common stock of Densei-Lambda at the Tokyo
Stock Exchange on May 18, 1999, the day before the date of the Board of
Directors meeting, by 1.03; and fractions less than one Japanese Yen shall be
rounded up to the nearest whole number). However, if such price is lower than
the market price of common stock of Densei-Lambda at the date of the option
grants, the transfer price shall be the market price. The "market price of
common stock at the date of option grants" is the average closing market
quotations of the common stock as derived from the Tokyo Stock Exchange over the
five dealing days before the date of the grant of options (excluding days on
which no transactions occur); fractions less than one Japanese Yen shall be
rounded up to the nearest whole number. |
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| The transfer price shall be adjusted using the following
formula for stock splits or consolidations; provided, however, that fractions
less than one Japanese Yen resulting from such calculation shall be rounded up
to the nearest whole number. |
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[Transfer Price after Adjustment] |
= |
[Transfer Price before Adjustment]
[Split or Consolidation Ratio] |
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| The transfer price shall be adjusted by the following formula
for a capitalization issue at the lower than the market price; provided,
however, that fractions less than one Japanese Yen resulting from such
calculation shall be rounded up to the nearest whole number. |
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| [Transfer Price after Adjustment] |
= |
[Transfer Price before Adjustment] |
~ |
[Number of shares in issue]
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+ |
[Number of new shares]
~
[Price paid into per new share] |
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------------------
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[Price per share before the capitalization issue] |
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---------------------------------
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[Number of shares in issue]
+
[Marginal number of shares resulting from the capitalization issue]
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| In the event of merger or reorganization, We shall adjust the
price of shares as it deems necessary or appropriate, in compliance with the
merger or reorganization agreement, based upon the resolutions of the Board of
Directors. |
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| (5) Date of Grant |
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| The grant date shall be June 30, 2000. |
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| (6) Exercise Period |
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| The exercise period shall be from June 30, 2003, to May 31,
2010. |
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| (7) Conditions on Exercise of Options |
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- The person should be either a director or executive
officer of Densei-Lambda when exercising options; provided, however, that he
or she may exercise options during the six-month period after termination of
employment with Densei-Lambda due to one of the reasons specified in the
options agreement executed between the Company and that person.
- If the person granted options dies before exercising
options, his or her heir may exercise the options within one year after such
death.
- Options must not be transferred, pledged or disposed
of.
- Options may be exercised fully or partially (the number
of the shares transferred upon each exercise of options should equal a unit or
multiples thereof).
- The person granted options must exercise them in any one
year during the exercise period, without exceeding the following limits; the
aggregation of the issue price of the shares of Densei-Lambda due to
exercising the options shall not exceed \10,000,000 annually (January 1
through December 31), including the transfer price or issue price of the
shares transferred or issued due to exercise of the Densei-Lambda or another
company's stock assignment or subscription rights the person exercised
during the year, or shall not exceed the upper limit of the option's
exercise price applicable to preferential tax treatment in the Special
Taxation Measures Law at the time of exercising the options.
- In the event of change of
control, merger or reorganization of Densei-Lambda after June 28, 2002, the
person granted options may exercise the options as the Board of Directors may
determine, within a period of six months beginning with the day on which the
resolution of such reorganization is carried at the meeting of shareholder's;
provided the conditions specified in the option agreement which is executed
between Densei-Lambda and the person granted the option should be met.
After the expiration of the six-month period, the option
remains may not be exercised.
- Other terms and conditions on the exercise of options
shall be provided for in the options agreement to be executed with the Company,
based upon the resolutions of the annual shareholders' meeting and the Board
of Directors.
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(8) Others |
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| The Board of Directors shall determine the contents of the
option agreement and the details thereof at its meeting. |
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| 3. Conditions Precedent |
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| The resolutions described in Section 1. and 2. above are
conditional upon the approval of the acquisition of the shares of Densei-Lambda,
as stipulated in Article 210-2 of the Commercial Code, by the shareholders of
Densei-Lambda at the annual shareholdersf meeting scheduled for June 27, 2000. |