RNS Number:3432P
Autobacs Seven Co.Ld
03 September 2003
(Translation)
September 3, 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 Issuance 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 issuance of the Euro Yen Zero Coupon
Convertible Bonds due 2023 (bonds with stock acquisition rights,
tenkanshasaigata shinkabu yoyakuken-tsuki shasai).
1. Name of the Bond AUTOBACS SEVEN CO., LTD. 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)
2. Issue price of the Bonds 100% of the principal amount (JPY5,000,000) of the Bond.
3. Issue price of a Stock Zero
Acquisition Right
4. Date of payment and date September 22, 2003
of issuance
5. Place and Method of Offering
(1) Subscription and Sale Offering will be made to overseas markets mainly in Europe (except for the U.S.)
through underwriting of the aggregate principal amount of the Bonds, by Merrill Lynch
International (the "Manager").
The Company has granted the Manager an option, exercisable at any time up to and
including September 16, 2003 (London time), through notification to the Company
therefor, to additionaly subscribe for the Bonds with Stock Acquisition Rights up to a
further JPY1,500,000,000 aggregate principal amount of the Bonds.
(2) Offer price of the 102.5% of the principal amount of the Bonds.
Bonds with Stock
Acquisition Rights
6. Particulars of the Stock
Acquisition Rights
(1) Class and number of
shares to be acquired
upon exercise of the
Stock Acquisition
Rights: Class of shares to be acquired upon exercise of the Stock Acquisition
Rights are Common Stock of the Company. The number of shares of common stock of
the Company to be newly issued upon the exercise of the Stock
Acquisition Rights or to be transferred in lieu of such issuance
(hereinafter, the issuance or transfer of the shares of common stock
of the Company is referred to as "delivery" thereof) shall be equal to
the Conversion Rate per Stock Acquisition Right provided for below.
Provided, however, that fractions less than one (1) share to be
delivered resulting from such exercise of the Stock Acquisition Rights
shall be rounded down and no adjustment in cash shall be made in
respect thereof. However, if more than one Stock Acquisition Right is
exercised at any one time by the same holder of the Bonds, such
rounding of fractions shall be made to the aggregate number of shares
of common stock of the Company to be delivered with respect to each
Stock Acquisition Right exercised simultaneously.
(a) If the Applicable Stock Price (defined below) is equal to or less than the Base
Conversion Price (defined below), the Conversion Rate will be the Base Conversion
Rate (defined below); and
(b) If the Applicable Stock Price is greater than the Base Conversion Price, the
Conversion Rate will be determined in accordance with the following formula (rounded
down to two decimal places):
Conversion = Base + Applicable - Base Conversion * Incremental
Rate Conversion Stock Price Share
Rate Price Factor
___________________________________
Applicable Stock Price
Notwithstanding the foregoing in (b) above, in no event will the Conversion Rate exceed
the maximum conversion rate (hereinafter referred to as the " Maximum Conversion Rate")
to be determined by the resolution at the meeting of the Board of Directors of the
Company to be held hereafter (provided, that, the Maximum Conversion Rate shall
be subject to the same adjustment as the Base Conversion Rate).
In the cases above,
(i) "Base Conversion Rate" means the number to be determined by the resolution at the
meeting of the Board of Directors of the Company to be held hereafter, per
JPY5,000,000 principal amount of a Bond to which one (1)
Stock Acquisition Right is attached; provided, however, that the Base Conversion
Rate shall be subject to the adjustment set forth in 6.(3)(C) below (rounded down
to two decimal places).
(ii) "Base Conversion Price" means the Yen denominated amount derived by dividing the
principal amount of a Bond by the Base Conversion Rate (rounded down to the
nearest yen). The initial Base Conversion Price shall be calculated using the
Base Conversion Rate (set forth in the immediately preceding (i) above) to be
determined by the resolution at the meeting of the Board of Directors of the
Company to be held hereafter.
(iii) "Incremental Share Factor" means the number to be determined by the resolution at
the meeting of the Board of Directors of the Company to be held hereafter;
provided, however, that the Incremental Share Factor shall be subject to the same
adjustment as the Base Conversion Rate.
(iv) "Applicable Stock Price" means the average of the closing price of the shares of
common stock of the Company for five (5) consecutive trading days immediately
preceding (but not including) the Deposit Date (rounded down to the nearest yen).
(v) "Closing Price" of the shares of common stock of the Company means the last
reported selling price per share of common stock of the Company (regular way) on
the Osaka Securities Exchange Co., Ltd. as of each Trading Day.
(vi) "Trading Day" means a day when the Osaka Securities Exchange Co., Ltd. is open for
trading, but does not include a day when no such last selling price of the shares
of common stock of the Company set forth above is reported.
As to shares constituting less than one unit (tangen) resulting from the exercise of the
Stock Acquisition Rights, the holders of such shares shall be deemed to request the
Company to purchase such shares and such shares shall be subject to the relevant cash
adjustment, pursuant to the relevant provisions of the Commercial Code of Japan.
(2) Total number of Stock The aggregate number of 1,700, plus the number obtained by dividing the aggregate
principal amount of Bonds in respect Acquisition Rights to be of the Bonds with Stock Acquisition Rights to
be additionally issued upon exercise of the option granted to the Manager issued as set forth in Item 5.(1)
above by JPY5,000,000, and the number obtained by dividing the aggregate principal amount of replacement Bond
Certificates that may be additionally issued against appropriate evidence and indemnity in case of loss,
theft or destruction of any Bond Certificate by JPY5,000,000.
(3) Amount to be paid (A) The amount to be paid upon exercise of each Stock Acquisition Right shall be
upon exercise of the equal to the issue price of each Bond.
Stock Acquisition
Rights
(B) The amount to be paid per share upon exercise of the Stock Acquisition Rights
(hereinafter referred to as the " Conversion Price") shall be the amount obtained
by dividing the principal amount of each Bond, JPY5,000,000 by the number of
shares of common stock of the Company delivered per Stock Acquisition Right upon
exercise of the Stock Acquisition Rights calculated under Item 6 (1) above.
(C) The Base Conversion Rate, the Incremental Share Factor and the Maximum Conversion
Rate shall be adjusted respectively, in the case where the Company issues or
disposes of the shares of common stock of the Company at the issue price or the
disposition price which is below the current market price of the shares of common
stock of the Company, after the issue of the Bonds with Stock Acquisition Rights,
under the calculation following the formula provided below (rounded down to two
decimal places). Number of Shares Outstanding set forth in the formula below means
the aggregate number of outstanding shares of common stock of the Company
(excluding the shares of common stock held by the Company).
Base Conversion = Base Conversion * Number ofShares + Number of shares
Rate / Rate / Outstanding newly issued or
Incremental Share Incremental Share disposed of
Factor / Maximum Factor / Maximum __________________________________________
Conversion Rate Conversion Rate
after adjustment before adjustment
Number of + Number of * Issue price
Shares shares or
Outstanding newly issued disposition
or disposed price per
of share
__________________________________
Current market price per share
The Base Conversion Rate, the Incremental Share Factor and the Maximum Conversion Rate
will also be appropriately adjusted in case of a stock split or consolidation of the
shares of common stock of the Company, or an issue by the Company of stock acquisition
rights which may request delivery of the shares of common stock of the Company
(including stock acquisition rights incorporated in bonds with stock acquisition rights)
at the price below the current market price of the shares of common stock of the Company
or in certain other cases.
(4) Rationale for To be determined by the resolution at the meeting of the Board of Directors of the
establishing the issue Company to be held hereafter.
price of the Stock
Acquisition Rights and
the amount to be paid
upon exercise thereof
(5) Amount which is The amount to be transferred to stated capital shall be the Conversion Price multiplied
transferred to by 0.5, with any fraction less than one yen being rounded up.
stated capital out of
the issue price of a
share to be issued
upon exercise of the
Stock Acquisition
Rights
(6) Exercise period of From and including October 22, 2003, up to, and including September 15, 2023 when the
the Stock Acquisition Exercise Agent closes its business (hereinafter referred to as the " Exercise Period").
Rights 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 pursuant to either one of
Item 7 (5) (A) (a) through (c) below, 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 pursuant to Item 7 (5) (B) below, 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.
(7) Other conditions for (A) No Stock Acquisition Right may be exercised in part only.
the exercise of the
Stock Acquisition
Rights
(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 set forth in Item 7 (5) (A) below 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.
(8) Events and conditions None
of the cancellation
of the Stock
Acquisition Rights
(9) Handling of dividends The Company shall pay the full amount of annual dividends or interim dividends (being
in case of exercise a cash distribution pursuant to Article 293-5 of the Commercial Code of
of the Stock Acquisition Japan), on the shares delivered upon exercise of
Rights during a the dividend accrual Stock Acquisition Rights with respect to the full
dividend accrual period (currently being the period of six (6) months ending on March 31 and
September 30 of each year) during which the relevant effective date of such exercise
of the Stock Acquisition Rights period falls, as if such exercise had taken effect at
the beginning of such dividend accrual period.
(10) Substitute Payment Pursuant to Items 7 and 8 of Paragraph 1 of Article 341-3 of the Commercial Code of
Japan, when the Stock Acquisition Rights are exercised, the full amount required to
be paid upon exercise of the Stock Acquisition Rights shall be deemed to be paid in
lieu of the full redemption of the Bonds in respect of such Stock Acquisition Rights.
7. Matters related to the Bond
(1) Total amount of issue The aggregate amount of JPY8,500,000,000, plus an aggregate principal amount of the
of the Bonds 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 Item 5.(1) above,
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) Rate of interest The Bonds shall not bear interest.
(3) Redemption at maturity The Bonds shall be redeemed at 100% of their principal amount on September 30, 2023
("Maturity Date").
(4) Purchase and The Company and any of its subsidiaries may at any time purchase the Bonds with Stock
cancellation of Acquisition Rights in the open market or otherwise.
the Bonds: The Bonds with Stock Acquisition Rights that have been purchased by the Company
may, at its option, be cancelled, at which time the Stock Acquisition Rights
incorporated therein shall simultaneously be deemed to be waived and forfeited. The
Bonds with Stock Acquisition Rights that have been purchased by the relevant
subsidiary may, at the option of the relevant subsidiary, be delivered to the Company
for cancellation at which time the Acquisition Rights incorporated therein shall
simultaneously be deemed to be waived and forfeited.
(5) Redemption prior to
maturity
(A) Redemption prior (a) Optional early redemption
to maturity at the
Company's option On and after September 30, 2007, the Company may, having given not less than
thirty (30) days' nor more than sixty (60) days' notice prior to the redemption
date (such notice shall be irrevocable) to the holders of the Bonds with Stock
Acquisition Rights, redeem all, but not some only, of the Bonds then outstanding
at 100% of their principal amount.
(b) Redemption prior to maturity for taxation reasons:
The Company may, having given not less than thirty (30) days' nor more than sixty
(60) days' notice prior to the redemption date (such notice shall be
irrevocable), redeem all, but not some only, of the Bonds then outstanding at
100% of their principal amount to the holders of the Bonds with Stock Acquisition
Rights at any time at the Company's option if the Company satisfies the Trustee
that as a result of any change in, or amendment to, the laws or regulations of
Japan or any political subdivision or any authority thereof or therein having
power to tax, or any change in the application or official interpretation of such
laws or regulations, the Company has or will become obliged to pay any additional
amounts concerning the payment with respect to the Bonds and such payment
obligation cannot be avoided by the Company taking reasonable measures available
to the Company; provided, however, that, in the case where such day for notice is
the day for such obligation payment concerning the Bonds, the Company shall not
give such notice earlier than ninety (90) days' prior to the earliest date on
which the Company would be obliged to pay such additional amounts were a payment
in respect of the Bonds then due.
(c) Redemption prior to maturity in case the Company becomes a wholly-owned
subsidiary of another corporation
If the Company resolves at its general meeting of shareholders to become a
wholly-owned subsidiary of another corporation by way of share exchange
(kabushiki-kokan) or share transfer (kabushiki-iten), the Company shall forthwith
give notice to the Trustee and the holders of the Bonds with Stock Acquisition
Rights of such event and the anticipated effective date. If, in the reasonable
opinion of the Company, it is legally possible and practicable, the Company shall
use its best endeavors, by way of amendment of the Trust Deed or otherwise, to
ensure that the holder of each Bond with Stock Acquisition Rights shall have the
right to receive (during the period in which the Stock Acquisition Rights are
exercisable) the same class and amount of shares and other securities and
property equal to the class and number of shares and other securities and
property receivable upon such kabushiki-kokan or kabushiki-iten by a shareholder
of a number of the Company's shares in respect of which the Stock Acquisition
Rights could have been exercised by such shareholder immediately prior to the
effective date of such kabushiki-kokan or kabushiki-iten. If such amendment of
the Trust Deed, etc., is not legally possible or not practicable, or if it is
legally possible and practicable but despite the Company using its best
endeavors, the Company has in good faith concluded that the transaction cannot be
so structured, the Company may, having given not less than 30 nor more than 60
days' prior notice of redemption to Bondholders (which notice shall be
irrevocable), redeem on the date specified in such notice (which shall be no
later than the 15th day after the date the share exchange or share transfer is
effected) all, but not some only, of the Bonds then outstanding at the following
redemption prices:
When the redemption date is from and 103%
including September 22, 2003 to and
including September 30, 2004
When the redemption date is from and 102%
including October 1, 2004 to and including
September 30, 2005
When the redemption date is from and 101%
including October 1, 2005 to and including
September 30, 2006
When the redemption date is from and 100%
including October 1, 2006 to and including
September 30, 2023
(B) Redemption prior The holder of the Bonds with Stock Acquisition Rights may require the Company to redeem
to maturity at all or a portion of his/her Bonds on September 30, 2007, September 30, 2011,
the option of the September 30, 2015, and September 30, 2019 at 100% of
holder of the their principal amount, unless the Company gives notice of early redemption of
Bonds with Stock the Bonds in accordance with (1) above. The holder of the Bonds with Stock Acquisition
Acquisition Rights who wishes to make such request for redemption shall submit the prescribed notice
Rights together with the relevant Bond Certificate to the Agents of the
Bonds not more than sixty (60) days' nor less than thirty (30) days' prior to the
redemption date. Such notice is irrevocable without written consent of the Company.
(6) Form The Form of the certificates of the Bonds with Stock Acquisition Rights (hereinafter
referred to as the "Bond Certificates") shall be in bearer form representing Bonds with
Stock Acquisition Rights.
(7) Pledge The Bond will be unsecured and un-guaranteed
(8) Financial covenants Negative pledge
(9) Expected Ratings BBB+ (Standard & Poor's Ratings Services)
8. Listing The Bonds with Stock Acquisition Rights are scheduled to be listed on the London Stock
Exchange plc.
(Reference)
1. Overview of Bonds with Stock Acquisition Rights
(1) Structure of Stock Acquisition Rights
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. (For more details, please see 6.
(1) of the "Announcement on Issuance of Euro Yen Zero Convertible Bonds due
2023" (the "Announcement").)
Conversion = Base + Applicable - Base Conversion * Incremental
Rate Conversion Stock Price Price Share Factor
Rate _________________________________________
Applicable Stock Price
As is clear from the above formula, the higher the Applicable Stock
Price, the Conversion Rate will be higher.
However, the predetermined Maximum Conversion Rate will restrain
potential dilution of shares from exercising of the relevant Stock Acquisition
Rights to a certain extent.
(2) Contingent Conversion Feature
The Bonds with Stock Acquisition Rights have a contingent conversion
feature which limits investors to exercise the Stock Acquisition Rights unless
the share price is more than a certain level of the Base Conversion Price (the
Contingent Conversion Price). (Please see 6. (7) of the announcement for more
details.)
Availability of contingent conversion feature effectively reduces the
likelihood of conversion as well as contributes to no recognition for
computation of diluted Earning per Share (" EPS") since the Bonds with Stock
Acquisition Rights are categorized as the contingently issuable shares for the
purpose of accounting standard and not included in potential common stock unless
conditions are met for exercising the Stock Acquisition Rights. (Please see the
following 4. (1).)
(3) Effect of Issuance of the Bonds with Stock Acquisition Rights
a. By setting the high level of Base Conversion Price at issue,
which may not be realized for issuance of traditional convertible bonds, there
will be no conversion to shares unless the stock price increases significantly.
b. Potential dilution of shares is limited until the share price
increases significantly because the conversion rate at issue (the Base
Conversion Rate) is lower than that of traditional convertible bonds.
c. Alongside with more restrained conversion to shares, a
combination with the contingent conversion feature allows the issuer to avoid
any dilution for computation of diluted EPS for the accounting purpose unless
the share price reaches the Contingent Conversion Price.
2. Use of Proceeds
(1) Use of Proceeds from the Issuance of the Bonds with Stock Acquisition Rights
The proceeds are planned to be applied primarily towards investments
related to the reformatting of stores pursuant to the reorganization of the
network, investments related to information technology and for general corporate
purposes.
(2) Change of Use of Proceeds from the Previous Financing
Not applicable.
(3) Influence on the Company's Earnings
The Company expects an expansion of earnings primary by investments
related to the reformatting of stores pursuant to the reorganization of the
network and the further efficiency of in-house IT systems.
3. Distribution of Profits to Shareholders
(1) Basic Policy regarding Profit Distribution
The Company's basic policy is to enhance retained earnings to prepare
for the future business developments and to return stable and incremental
profits to shareholders by strengthening the business structure toward higher
profitability.
(2) View on Determining Dividends
Based on the above basic policy, the Company paid annual dividend of
JPY36 per share in the year ended March 2003.
(3) Use of Retained Earnings
Retained earnings will be allocated to expansion and consolidation of
domestic distribution network, improvement of information infrastructure and the
store opening program by gaining share of international sales as well as to
creation and development of new businesses.
(4) Dividends in the Last 3 Years
March 2001 March 2002 March 2003
Earning Per Share JPY222.61 JPY148.73 JPY134.86
Dividend Per Share JPY36.00 JPY36.00 JPY36.00
Actual Payout Ratio 16.2% 24.2% 26.7%
Return on Equity 6.0% 3.9% 3.4%
Dividends/Equity 0.9% 0.9% 0.9%
(Note) 1. Return on equity is the figure calculated by
dividing net income of the year by shareholders' equity (average of total
shareholders' equity at beginning and at end of the year).
2. Dividends/Equity is calculated by
dividing the total annual dividends by shareholders' equity (average of total
shareholders' equity at beginning and at end of the year).
(5) Compliance with the Past Profit Distribution Rule
Not applicable.
4. Others
(1) Dilution from Contingently Issuable Shares
The Bonds with Stock Acquisition Rights have a contingent conversion
feature, which limits exercise of the conversion rights. The Bonds with Stock
Acquisition Rights are categorized as the contingently issuable shares under the
"Accounting Standard for Earnings per Share" (Accounting Standards Board
Statement No. 2) and the "Application Guideline of Accounting Standard for
Earnings per Share" (Accounting Standards Board Statement Application Guideline
No. 4), not included in potential common stock and the dilution effect is not
recognized for the accounting purpose unless the conditions are met for
exercising the conversion rights. Therefore, a statement on dilution is omitted.
(2) Equity Finance in the Last 3 Years
a) Equity Finance
Not applicable.
b) Stock Performance: Last 3 Years and Year-to-Date
March 2001 March 2002 March 2003 March 2004
Open JPY3,150 JPY2,710 JPY2,880 JPY2,350
High JPY3,610 JPY3,580 JPY4,010 JPY2,460
Low JPY2,310 JPY2,645 JPY2,055 JPY2,035
Close JPY2,810 JPY2,890 JPY2,370 JPY2,300
P/E 13.56x 19.62x 22.20 x -
(Note) 1. Share prices as of September 2, 2003 are shown for March 2004.
2. P/E is calculated by dividing the share price at the end of year
(closing price) by EPS of the relevant year
3. Figures in above table are based on reported sales prices of the
Osaka Securities Exchange.
Note: This press release is intended as general information regarding AUTOBACS'
issuance of convertible bonds and shall not be considered an offering of
securities. This press release shall not be construed as an offering of
securities in any region including the United States. The securities may not be
offered or sold in the United States absent registration or an applicable
exemption under the Securities Act of 1933. In the event of an offering of
securities in the United States, a prospectus in English prepared in accordance
with the Securities Act of 1933 will be used. This transaction does not involve
any public offering of securities in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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