Notice Regarding Determination of Number of New Shares to be Issued
Nippon Sheet Glass Co., Ltd. (the “Company”) hereby announces that, relating to the issuance of new shares of its common stock resolved at the meeting of the Board of Directors held on August 24, 2010, the number of shares to be issued by exercise of the option to purchase additional newly issued shares of common stock of the Company to be granted to the International Managers in connection with the international offering has been determined as set forth below.
Number of shares to be issued by the exercise of the option to purchase additional newly issued shares of common stock of the Company to be granted to the International Managers in connection with the International Offering:
18,000,000 shares
Reference
1. Class and Number of New Shares to be Offered
Total of the number of shares of common stock of the Company as shown in (i) through (iii) below:
222,000,000 shares
i. 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
ii. 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
iii. 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
Note:
Class and Number of shares to be issued for Issuance of New Shares by way of Third-Party Allotment: 12,000,000 shares of common stock of the Company. In addition to the above mentioned New Shares to be Offered, with respect to the Distribution by way of Over-Allotment, the Company has previously resolved for the Issuance of New Shares by way of Third-Party Allotment of 12,000,000 shares of common stock of the Company to a Japanese underwriter as an allottee, the Payment Date of which is Tuesday, September 28, 2010.
If such Japanese underwriter makes a full subscription to the Issuance of New Shares by way of Third-Party Allotment, the sum of the number of New Shares to be Offered and the number of shares to be issued by from the Issuance of New Shares by way of Third-Party Allotment will be 234,000,000 shares of common stock of the Company.
2. Change in the number of issued shares as a result of Public Offering of New Shares
|
(1) Total number of issued shares at present
(as of August 31, 2010):
|
Common Stock
|
669,550,999 shares
|
|
Type A Preferred Shares
|
3,000,000 shares
|
|
Total:
|
672,550,999 shares
|
|
(2) Increase in number of shares by way of offering of new shares:
|
Common Stock
|
222,000,000 shares
|
|
(3) Total number of issued shares after the offering of new shares
(as of September 15, 2010):
|
Common Stock
|
891,550,999 shares
|
|
Type A Preferred Shares
|
3,000,000 shares
|
|
Total:
|
894,550,999 shares
|
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 that Nippon Sheet Glass Co., Ltd. (the “Company”) has resolved matters relating to the issuance of its new shares and the secondary offering of its shares, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. 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.