Notice Concerning Partial Acquisition and Cancellation of Type A Preferred Shares
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
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Parties b
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Class of shares to be acquired
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Number of shares to be acquired
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Aggregate amount of acquisition price
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UDSⅢ Corporate Mezzanine Limited Partnership
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Type A Preferred Shares
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833,000
|
JPY 8,568,827,267
|
|
UDS Corporate Mezzanine Limited Partnership
|
Type A Preferred Shares
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147,000
|
JPY 1,512,145,988
|
|
Total
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-
|
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
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1. Name
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UDS Corporate Mezzanine Limited Partnership
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UDSⅢCorporate Mezzanine Limited Partnership
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|
2. Rationale for the establishment, etc.
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Limited Partnership in accordance with the Limited Partnership Act for Investment
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|
3. Address
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9-1, Otemachi 1-chome, Chiyoda-ku, Tokyo
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|
4. General Partner (Unlimited liability partner)
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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)
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|
5. Aggregate amount of Investment
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JPY 30 billion
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JPY 100 billion
|
|
6. Relationship between the Company and the parties
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Capital Relationship between the Company and the parties
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It holds 450,000 shares of the Type A Preferred Shares of the Company
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It holds 2,550,000 shares of the Type A Preferred Shares of the Company
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Relationship between the Company and the General Partners
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DBJ Corporate Mezzanine Partners Co., Ltd.
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Capital relationship
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None
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Transaction relationship
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None
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|
Personnel relationship
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None
|
|
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Development Bank of Japan Inc.
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Capital relationship
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None
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|
Transaction relationship
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Banking Transactions
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|
Personnel relationship
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None
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|
3. The date of partial acquisition and cancellation of shares:
October 1 2010
Reference - Number of issued shares of the Company
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Class of shares
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As at September 16, 2010
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As at September 28, 2010
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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.