REG - Toyota Motor Corpn - Share Repurchase (ToSTNeT-3 and Limit Increase)

TOYOTA MOTORAnnouncement

24/09/2024 09:00

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RNS Number : 4058F  Toyota Motor Corporation  24 September 2024

 

[Reference Translation]

 

September 24, 2024

 

Company name:    TOYOTA MOTOR CORPORATION

Representative:  Koji Sato, President

(Code number: 7203; TSE Prime/NSE Premier)

Inquiries:             Yoshihide Moriyama, General Manager,
Capital Strategy & Affiliated Companies Finance Div.

(Telephone: 0565-28-2121)

 

 

Notice Concerning Share Repurchase Through Off-Auction Own Share Repurchase
Trading System (ToSTNeT-3) and Increase in the Maximum Limit of Share
Repurchases

(Repurchase of Shares under the Company's Articles of Incorporation pursuant
to

Article 165, Paragraph 2 of the Companies Act of Japan)

 

Toyota Motor Corporation (the "Company") hereby announces that it has decided
on a specific method for a portion of the repurchases of shares pursuant to
Article 156 of the Companies Act of Japan (Act No. 86 of 2005, as amended)
(the "Companies Act") as applied pursuant to Article 165, Paragraph 3 of the
Companies Act, which were resolved at a meeting of the board of directors held
on May 8, 2024.

The Company also hereby announces that it has resolved, at a meeting of the
board of directors held on September 24, 2024, to increase the maximum limit
of share repurchases as described below.

 

If the Company purchases its own shares through the Tokyo Stock Exchange
off-auction own share repurchase trading system ("ToSTNeT-3") up to the
maximum amount as described below, the remaining amount of the share
repurchase limit resolved at the board of directors meeting held on May 8,
2024 will be 115.5 billion yen (90 million shares). Together with the increase
in the maximum limit of share repurchases, the Company will be able to
repurchase up to 315.5 billion yen (210 million shares) of its own shares.

 

I.     Share repurchase through off-auction own share repurchase trading
system (ToSTNeT-3)

 

1.   Method of repurchase

At 8:45 a.m. on September 25, 2024, a consigned purchase order will be placed
with the ToSTNeT-3 at the closing price of 2,617 yen for today, September 24,
2024 (no changes to other trading systems or trading times will be made) (the
"Share Repurchase Through ToSTNeT-3").  The purchase order will apply only to
the specified trading time.

 

2.   Details of repurchase

 (1)  Class of shares to be repurchased                                 Common stock of the Company
 (2)  Total number of shares to be repurchased                          29,673,300 shares (maximum)
      (0.22% of total number of issued shares (excluding treasury stock))
 (3)  Total purchase price for repurchase of shares                     77,655,026,100 yen (maximum)
 (4)  Announcement of results of repurchase                             The results of the repurchase will be announced after the close of trading at
                                                                        8:45 a.m. on September 25, 2024.
 (Note 1) No change will be made to the number of shares specified above. Note,
 however, that part or all of the repurchase may not be carried out depending
 on market trends and other factors.

 (Note 2) The purchase will be made on the basis of sell orders corresponding
 to the number of shares scheduled to be repurchased.

 (Note 3) As the total number of shares tendered in the tender offer for its
 own shares conducted by the Company from July 24 to August 26, 2024 exceeded
 the number of shares expected to be purchased, as described in the "Notice
 Concerning Results of Repurchase of Shares Through Tender Offer" announced by
 the Company on August 27, 2024, the Company conducted delivery in connection
 with the purchase of shares and other settlements in accordance with the pro
 rata method provided for in Article 27-13, Paragraph 5 of the Financial
 Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") that
 is applied mutatis mutandis pursuant to Article 27-22-2, Paragraph 2 of the
 Act, and Article 21 of the Cabinet Office Order on Disclosure Required for
 Tender Offer for Listed Share Certificates by Issuers (Ministry of Finance
 Order No. 95 of 1994, as amended).  In the tender offer, Mitsui Sumitomo
 Insurance Company, Limited, Aioi Nissay Dowa Insurance Co., Ltd., Tokio Marine
 & Nichido Fire Insurance Co., Ltd., MUFG Bank, Ltd., Mitsubishi UFJ Trust
 and Banking Corporation, Sumitomo Mitsui Banking Corporation, and SMBC Nikko
 Securities Inc., who are the Company's shareholders, tendered all or some of
 their shares of the Company's common stock.  However, as a result of the
 calculation using the pro rata method described above, these shareholders
 continued to hold certain remaining shares of the Company's common stock
 following the tender offer.  Of the shareholders described above, the Company
 has been informed by Tokio Marine & Nichido Fire Insurance Co., Ltd., MUFG
 Bank, Ltd., Sumitomo Mitsui Banking Corporation, and SMBC Nikko Securities
 Inc. that they would sell all of their remaining shares of the Company's
 common stock (excluding shares of less than one unit), and by Mitsubishi UFJ
 Trust and Banking Corporation that it would sell some of its remaining shares
 of the Company's common stock, each in response to the Share Repurchase
 Through ToSTNeT-3.

 

 

II.    Increase in the maximum limit of share repurchases

 

1.  Reason for increasing the maximum limit of share repurchases

   Due to the current stock price level and other factors.

 

2.  Details of repurchases

     The underlined portions indicate the changes.

                                                     Before changes                                                             After changes
                                                     (Details resolved at the board of directors meeting held on May 8, 2024)   (Details resolved at the board of directors meeting held on September 24,
                                                                                                                                2024)
 (1)  Class of shares to be repurchased              Common stock of the Company                                                Common stock of the Company
 (2)  Total number of shares to be repurchased       410 million shares (maximum)                                               530 million shares (maximum)
                                                     (3.04% of total number of issued shares (excluding treasury stock))        (3.93% of total number of issued shares (excluding treasury stock))
 (3)  Total purchase price for repurchase of shares  1 trillion yen (maximum)                                                   1.2 trillion yen (maximum)
 (4)  Period of repurchase                           From May 9, 2024 to                                                        From May 9, 2024 to

April 30, 2025
April 30, 2025

 

(Reference Information)

1.    Total number of shares of the Company's common stock repurchased
through August 31, 2024 pursuant to the resolution of the meeting of the board
of directors held on May 8, 2024

 · Total number of shares repurchased   0 shares
 · Total purchase price                 0 yen
 (Note) As described in the "Notice Concerning Results of Repurchase of Shares
 Through Tender Offer" released on August 27, 2024, the Company acquired
 290,122,375 shares of its common stock on September 18, 2024 through a tender
 offer for its own shares (period of purchase: July 24, 2024 to August 26,
 2024), and the total acquisition price was 806,830,324,875 yen.

2.    Number of treasury stock as of August 31, 2024

 · Total number of issued shares (excluding treasury stock)   13,469,568,708 shares
 · Total number of treasury stock                             2,325,418,752 shares

 

[End of Document]

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