Notice Regarding Determination of Issue Price, Selling Price, etc.
Nippon Sheet Glass Co., Ltd. (the “Company”) hereby announces that it has determined the issue price, the selling price and other matters relating to the issuance of new shares of its common stock and the secondary offering of shares of its common stock resolved at the meeting of the Board of Directors held on August 24, 2010, as set forth below.
1. Issuance of New Shares by way of Public Offering
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(1) Class and Number of Shares to be Offered
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A total of 222,000,000 shares of common stock of the Company, as shown in (i) through (iii) below:
- Number of shares of common stock of the Company to be purchased and underwritten by the Japanese Underwriters in Japanese Public Offering:
81,600,000 shares
- Number of shares of common stock of the Company to be purchased and underwritten by the International Managers with regard to the International Offering:
122,400,000 shares
- Maximum number of shares of common stock of the Company subject to an option to purchase additional, newly issued shares of common stock of the Company to be granted to the International Managers with regard to the International Offering:
18,000,000 shares
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(2) Issue Price Note 1.
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¥181 per share
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(3) Total Issue Price Note 2.
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¥40,182,000,000
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(4) Amount to be Paid Note 1.
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¥173.52 per share
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(5) Total Amount to be Paid Note 2.
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¥38,521,440,000
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(6) Amount of Stated Capital and Capital Surplus to be Increased Note 2.
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The Amount of Stated Capital to be Increased:
¥19,260,720,000
The Amount of Capital Surplus to be Increased:
¥19,260,720,000
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(7) Subscription Period
(Japanese Public Offering)
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From September 9, 2010 (Thu.)
to September 10, 2010 (Fri.)
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(8) Payment Date
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September 15, 2010 (Wed.)
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Note 1.
The Japanese Underwriters and the International Managers shall purchase the shares at the amount to be paid and offer the shares at the issue price.
Note 2.
These figures are based on the assumption that the International Managers exercise in full the option to purchase additional, newly issued shares of common stock of the Company set forth in (1)(ⅲ) above.
2. Secondary Distribution of Shares (Distribution by way of Over-Allotment)
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(1) Class and Number of Shares to be Sold
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Shares of common stock of the Company:
12,000,000 shares
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(2) Selling Price
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¥181 per share
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(3) Total Selling Price
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¥2,172,000,000
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(4) Subscription Period
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From September 9, 2010 (Thu.)
to September 10, 2010 (Fri.)
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(5) Delivery Date
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September 16, 2010 (Thu.)
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3. Issuance of New Shares by way of Third-Party Allotment
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(1) Amount to be Paid
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¥173.52 per share
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(2) Total Amount to be Paid (Maximum)
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¥2,082,240,000
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(3) Amount of Stated Capital and Capital Surplus to be Increased (Maximum)
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The Amount of Stated Capital to be Increased:
¥1,041,120,000
The Amount of Capital Surplus to be Increased:
¥1,041,120,000
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(4) Subscription Period
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September 27, 2010 (Mon.)
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(5) Payment Date
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September 28, 2010 (Tue.)
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Reference
1. Calculation of Offer Price and Selling Price
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(1) Calculation Reference Date and Price
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September 8, 2010 (Wed.) ¥187
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(2) Discount Rate
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3.21%
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2. Syndicate Cover Transaction Period
From September 11, 2010 (Sat.) to September 22, 2010 (Wed.)
3. Use of Proceeds
We intend to use approximately ¥40,226,680,000 of the maximum net proceeds from the Japanese Public Offering, the International Offering and the Issuance of New Shares by way of Third-Party Allotment as follows:
- ¥20,500,000,000 is expected to be applied to capital expenditures to be used in the financial years ending March 31, 2011, 2012 and 2013, for construction and repair of production facilities for the Building Products, Automotive and Specialty Glass businesses;
- ¥4,500,000,000, of which ¥1,000,000,000 and ¥3,500,000,000 are to be used in the financial years ending March 31, 2011 and 2012, respectively, is expected to be used to expand our Low-E glass production capabilities in the Building Products business in China through an investment into a joint venture in Tianjin, China based on our agreement with Shanghai Yaohua Pilkington Glass Co. Ltd., and announced on August 17, 2010;
- ¥10,000,000,000 is expected to be used for a partial repurchase and cancel of our Type A Preferred Shares, prior to October 31, 2010; and
- the remaining amount is expected to be applied to repayment of long-term borrowings, which will become due during the financial years ending March 31, 2011, 2012 and 2013.
For details of the capital expenditure and joint venture investment, each mentioned above, see our press release “Notice Regarding Issuance of New Shares and Secondary Distribution of Shares” announced on August 24, 2010.
Note:
This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of publicly announcing the issue price, the selling price and other matters relating to the issuance of new shares and the secondary offering of shares, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press release is not an offer of securities for sale in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.