Issue of Debt
September 04 2003 - 5:02AM
UK Regulatory
RNS Number:3840P
Autobacs Seven Co.Ld
04 September 2003
(Translation)
September 4, 2003
To Whom It May Concern:
Koichi Sumino
Chief Executive Officer and Representative Director
Autobacs Seven Co., Ltd.
13-16, Mita 3-chome, Minato-ku, Tokyo
(Code No. 9832 of the First Section of the Tokyo Stock Exchange and the Osaka
Securities Exchange. The London Stock Exchange)
Person to Contact:
Takashi Matsuo
Director
Telephone No: 03-3454-0062
Announcement on determination of terms and conditions of Euro Yen Zero Coupon
Convertible Bonds due 2023
AUTOBACS SEVEN CO., LTD. (the "Company") has determined at a meeting of the
Board of Directors held today the following terms and conditions of the Euro Yen
Zero Coupon Convertible Bonds due 2023 (bonds with stock acquisition rights,
tenkanshasaigata shinkabu yoyakuken-tsuki shasai) (hereinafter referred to as
the "Bonds with Stock Acquisition Rights", of which the Bonds and the Stock
Acquisition Rights are to be hereinafter referred to as the "Bonds" and the
"Stock Acquisition Rights", respectively), issuance of which was resolved by the
Board on September 3, 2003.
Description
1. Matters Regarding the Stock Acquisition Rights
(1) Base Conversion Rate 1,552.79
(Reference)
a. Base Conversion Price* JPY 3,220
b. Share Price (Closing) on September 3, 2003 JPY 2,300
on the Osaka Securities Exchange
c. Premium (((Base Conversion Price) / (Share 40.0%
Price (Closing)) -1)*100)
(2) Incremental Share Factor 2,173.91
(3) Maximum Conversion Rate 1,976.28
(4) Rationale for establishing the The issue price of the Stock Acquisition Rights has been determined
issue price of the Stock as zero, taking into consideration that the Bonds and the Stock
Acquisition Rights and the amount Acquisition Rights have a close interrelation on the grounds that the
to be paid upon exercise thereof Stock Acquisition Rights are incorporated in the bonds with stock
acquisition rights of a convertible bonds type (tenkanshasaigata) and
shall not be transferable separately from the Bonds and that all the
Bonds shall cease to exist upon exercise of the related Stock
Acquisition Rights due to substitute payment; and also taking into
consideration the value of the Stock Acquisition Rights and the
economic value obtainable from the interest rate, the issue price and
other terms and conditions of the issue of the Bonds. The amount to
be paid upon exercise of each Stock Acquisition Right has been
determined as the amount equal to the issue price of each Bond since
the Bond with Stock Acquisition Right is bond with stock acquisition
rights of a convertible bonds type (tenkanshasaigata). The initial
Base Conversion Rate has been determined as 1,552.79 (the initial
Base Conversion Price corresponding thereto is the closing price
(regular way) of the shares of common stock of the Company on the
Osaka Securities Exchange Co., Ltd. on September 3, 2003 plus 40.0%).
* Base Conversion Price is the amount in yen computed by dividing the
principal amount of each Bond, JPY 5,000,000, by the Base Conversion Rate
(amounts less than one yen are omitted), and is equal to the amount calculated
using from the above premium based on the above share price (rounded down to the
nearest yen).
(Reference-1)
1. Calculation of Conversion Rate
The Stock Acquisition Rights are designed to change the conversion rate
according to the level of stock price at exercise (the Applicable Stock Price).
Specifically, the conversion rate determined by the Stock Acquisition
Rights is calculated by the following formula:
Conversion = Base + Applicable - Base Conversion Price * Incremental
Rate Conversion Stock Price Share Factor
Rate Applicable Stock Price
In any event, however, the Conversion Rate shall not exceed the Maximum
Conversion Rate of 1,976.28 provided in 1.(3) above.
2. Calculation of Conversion Price
The amount to be paid per share upon exercise of the Stock Acquisition
Rights (the "Conversion Price") shall be the amount in yen obtained by dividing
the principal amount of each Bond, JPY 5,000,000, by the Conversion Rate
calculated based on the above 1 (amounts less than one yen are omitted).
(Reference-2)
1. Total Amount of Issue of the Bonds: The aggregate of JPY8,500,000,000, plus an aggregate
principal amount of the Bonds in respect of the Bonds
with Stock Acquisition Rights to be additionally
issued upon exercise of the option granted to the
Manager as set forth in terms and conditions of the
Bonds, and an aggregate principal amount of
replacement Bond Certificates that may be issued
against appropriate evidence and indemnity in case of
loss, theft or destruction of any Bond Certificate.
2. Date of Resolution of Issuance: September 3, 2003
3. Subscription Period: Not applicable.
4. Date of Payment and Date of Issuance: September 22, 2003
5. Exercise period of the Stock Acquisition Rights From and including October 22, 2003, up to, and
including September 15, 2023 when the Exercise Agent
closes its business (hereinafter referred to as the
"Exercise Period").
Provided, however, that the Stock Acquisition Rights
shall not be exercised in each case (i); if the
relevant Bond shall have been called for redemption at
the Company's option, then up to the close of business
on the 15th business day in Tokyo prior to the date
fixed for redemption thereof, or (ii); if such Bond
shall become due to be redeemed at the option of the
holder of the Bonds with Stock Acquisition Rights,
then up to the time when the relevant notice of
redemption is deposited at the specified office of an
Agent of the Bonds, or (iii); if the Bonds shall
become due and repayable before their maturity, then
up to the time when such Bonds shall become so due and
repayable; provided, however, that the relevant
Deposit Date falls during the Exercise Period above,
and provided further that in no event shall the Stock
Acquisition Rights be exercised after September 15,
2023.
6. Other conditions for the exercise of the Stock (A) No Stock Acquisition Right may be exercised
Acquisition Rights in part only.
(B) A holder of the Bonds with Stock Acquisition
Rights may exercise the Stock Acquisition Rights on
and after the first day of any calendar quarter until
the end of such quarter; provided that the relevant
Deposit Date falls during the Exercise Period only if
the closing price of the shares of common stock of the
Company for any twenty (20) trading days in a period
of thirty (30) consecutive trading days ending on the
last trading day of the immediately preceding calendar
quarter is more than 110% of the Base Conversion
Price; provided, however, that, conditions regarding
the exercise of the Bonds with Stock Acquisition
Rights set forth in this clause will not apply during
the period set forth in (a) through (c) below.
(a) During any period in which the credit rating
assigned to the senior long-term debt of the Company,
or to the Bonds by Standard & Poor's Ratings Services
or its successors (together, "Standard & Poor's") is
BBB- or lower, the Bonds are no longer rated by
Standard & Poor's, or the credit rating assigned to
the Bonds has been suspended or withdrawn by Standard
& Poor's.
(b) During any period after the Company gives
notice concerning the redemption prior to maturity on
the Company's option to the holder of the Bonds with
Stock Acquisition Rights.
(c) In case of consolidation in which the
Company will not be a surviving company, assignment of
all or substantially all assets of the Company, split
of the business of the Company (in which obligation of
the Company under the Bonds with Stock Acquisition
Rights is transferred to the Company to which the
business is transferred) or share exchange
(kabushiki-kokan) or share transfer (kabushiki-iten)
by which the Company becomes a wholly-owned subsidiary
of another corporation is performed, the period from
and after the date which is thirty (30) days prior to
the effective date thereof until one day prior to the
relevant effective day; provided, however, that such
effective date shall be set forth in a notice given by
the Company to the Trustee and the holder of the Bonds
with Stock Acquisition Rights.
7. Maturity Date: September 30, 2023
This information is provided by RNS
The company news service from the London Stock Exchange
END
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