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Notice Concerning Partial Acquisition and Cancellation of Type A Preferred Shares

Date
16 Sep 2010
Nippon Sheet Glass, Co., Ltd. (the Company) hereby announces that it has decided to partially acquire its Type A Preferred Shares with cash consideration pursuant to section 10-6 of the Articles of Incorporation, and, if acquired, to cancel those Type A Preferred Shares acquired thereby, in accordance with the article 178 of the Companies Act as follows:
1. Purpose of the acquisition

The acquisition will be aimed to reduce a the dividend cost of Type A Preferred Shares, and as announced on the August 24, 2010 funded by part of the proceeds of issuance of new shares and secondary distribution of shares resolved at the Meeting of Board of Directors held on the same date.


Note:


a. When the Company distributes any dividend to the holders of Type A Preferred Shares in accordance with a resolution of the Board of Directors, the annual amount of such dividend will in principle be JPY 925 per share pursuant to the Articles of Incorporation of the Company and the terms and conditions of the Type A Preferred Shares.

2.  Details of the acquisition

 

Parties b

Class of shares to be acquired

Number of shares to be acquired

Aggregate amount of acquisition price

UDS Corporate Mezzanine Limited Partnership

Type A Preferred Shares

833,000

JPY 8,568,827,267

UDS Corporate Mezzanine Limited Partnership

Type A Preferred Shares

147,000

JPY 1,512,145,988

Total

-

980,000

JPY 10,080,973,255

 

Note:

b. Outline of the parties from which the Company will partially acquire the Type A Preferred Shares

 

1.  Name

UDS Corporate Mezzanine Limited Partnership

UDSCorporate Mezzanine Limited Partnership

2.  Rationale for the establishment, etc.

Limited Partnership in accordance with the Limited Partnership Act for Investment

3.  Address

9-1, Otemachi 1-chome, Chiyoda-ku, Tokyo

4.  General Partner (Unlimited liability partner)

DBJ Corporate Mezzanine Partners Co., Ltd. (Chiyoda-ku, Tokyo)*
* A consolidated subsidiary of Development Bank of Japan Inc., of which main business is operating and managing mezzanine funds.
Development Bank of Japan Inc. (Chiyoda-ku, Tokyo)

5. Aggregate amount of Investment

JPY 30 billion

JPY 100 billion

6. Relationship between the Company and the parties

Capital Relationship between the Company and the parties

It holds 450,000 shares of the Type A Preferred Shares of the Company

It holds 2,550,000 shares of the Type A Preferred Shares of the Company

Relationship between the Company and the General Partners

DBJ Corporate Mezzanine Partners Co., Ltd.

Capital relationship

None

Transaction relationship

None

Personnel relationship

None

Development Bank of Japan Inc.

Capital relationship

None

Transaction relationship

Banking Transactions

Personnel relationship

None

3. The date of partial acquisition and cancellation of shares:


October 1 2010


Reference - Number of issued shares of the Company


Class of shares

As at September 16, 2010

As at September 28, 2010

As at October 1, 2010

Common Shares

891,550,999 c

903,550,999 d

903,550,999 d

Type A Preferred Shares

3,000,000

3,000,000

2,020,000

 

Notes:

c. Reflecting the increase of 222,000,000 shares from the Public Offering to 669,550,999 shares of common stock issued as at August 31, 2010. For details regarding the increased number of shares from the Public Offering, please refer to “Notice Regarding Determination of Number of New Shares to be Issued” announced on September 13, 2010.


d. Reflecting the increase of up to 12,000,000 shares to be issued by way of Third-Party Allotment to 891,550,999 shares of common stock issued as at September 16, 2010. For details regarding the Third-Party Allotment, please refer to the “Notice Regarding Determination of Number of New Shares to be Issued” announced on September 13, 2010.