TIDM85GQ
RNS Number : 5228R
Nippon Sheet Glass Company Limited
24 August 2010
August 24, 2010
+------------------+-----------------------------+
| Company Name: | Nippon Sheet Glass Company, |
| | Limited. |
+------------------+-----------------------------+
| Code: | 5202 |
+------------------+-----------------------------+
| Location of Head | 5-27, Mita 3-Chome, |
| Office: | Minato-ku, Tokyo |
+------------------+-----------------------------+
| Name of | Craig Naylor |
| Representative: | |
+------------------+-----------------------------+
| Contact: | Kazumitsu Fujii |
| | Head of Corporate |
| | Communications |
+------------------+-----------------------------+
| Telephone: | +81 3 5443 9477 |
+------------------+-----------------------------+
Notice Regarding Issuance of New Shares and Secondary Distribution of Shares
Nippon Sheet Glass Co., Ltd. (the "Company") hereby announces that its
board of directors, at a meeting held on August 24, 2010, resolved certain
matters relating to the issuance of new shares of the Company's common stock and
the secondary distribution of the Company's shares, as set forth below.
<Purpose of the offering>
We have worked to achieve our strategic goals by developing our business on a
global level and becoming a world leader in glass, with strong technology and an
extensive range of products. Since acquiring the Pilkington operations in 2006,
we have continued integrating our operations on a global level. Our 10-year,
3-phase strategy, announced in November 2006, remains the pillar of our
long-term vision, and its basic objectives remain in place. Our current
operational focus is on achieving our objectives for the first four years (Phase
1) by further strengthening our financial position, leveraging our strengths and
competitive advantages as a global company that has integrated the Pilkington
operations, and preparing the groundwork for future growth.
The downturn of the global economy adversely affected each of our businesses, as
well as our results of operation and financial condition. In response, we took
restructuring measures from January 2009 through implementing initiatives such
as adjustments in capacity and reductions in headcount and cost. These measures
were completed in March 2010, and as a result we have reinforced our competitive
position, and the benefits are already beginning to show in our results.
In light of the above, through this global offering of our common stock, we aim
to secure funds for capital expenditures and joint venture investments that are
necessary for our key strategic objectives involving our core markets and
business areas. In particular, we plan to further develop our business by
expanding our presence in emerging markets with strong growth prospects, such as
those in South America, Mexico, Eastern Europe, South East Asia and China, and
by taking advantage of these countries' relatively lower manufacturing costs. We
also intend to increase our sales of environmental glass products that are
responsive to climate change issues and are related to energy conservation and
generating energy from the sun. These are exemplified by our value-added
products, such as low emissivity ("Low-E") glass, which has the effect of
reducing energy consumption in building, solar control glass, which reduces the
burden on air conditioning systems in buildings and cars, and solar energy glass
and battery separators, which will play an important role in next generation
electric and hybrid vehicles.
In addition, we plan to apply the proceeds of the offering towards partial
redemption of our Type A Preferred Shares and partial repayment of our long-term
borrowings. Through these measures, we aim to further reinforce our financial
condition, and strengthen our competitive advantages and profitability.
1. Issuance of New Shares by way of Public Offering
+-----------------------+-+------------------------------------+
| (1) Class and | | A total of 222,000,000 shares of |
| Number of Shares to | | common stock of the Company, as |
| be Offered | | shown in (i) through (iii) below: |
| | | (i) A portion of these shares |
| | | of common stock of the Company to |
| | | be purchased and underwritten by |
| | | the Japanese Underwriters in |
| | | Japanese Public offering as |
| | | mentioned in section (4)(i) below; |
| | | (ii) The other portion of |
| | | these shares of common stock of |
| | | the Company to be purchased and |
| | | underwritten by the International |
| | | Managers with regard to the |
| | | International Offering as |
| | | mentioned in section (4)(ii) |
| | | below; and |
| | | (iii) Up to |
| | | 18,000,000 additional shares of |
| | | common stock of the Company to be |
| | | purchased upon exercise of the |
| | | option mentioned in section |
| | | (4)(ii) below to purchase |
| | | additional, newly issued shares of |
| | | common stock of the Company, which |
| | | will be granted to the |
| | | International Managers with regard |
| | | to the International Offering. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (2) Method | | The amount to be paid shall be |
| of Determination of | | determined on a day in the period |
| Amount to be Paid | | from September 8, 2010 |
| | | (Wed.) to September 10, 2010 |
| | | (Fri.) (the "Pricing Date") in |
| | | accordance with the method stated |
| | | in Article 25 of the Regulations |
| | | Concerning Underwriting, etc. of |
| | | Securities promulgated by the |
| | | Japan Securities Dealers |
| | | Association ("JSDA"). |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (3) Amount of | | The amount of stated capital to be |
| Stated Capital and | | increased shall be half of the |
| Capital Surplus to be | | maximum amount of stated capital |
| Increased | | increase calculated in accordance |
| | | with the provisions of Article 14, |
| | | Paragraph 1 of the Rules of |
| | | Account Settlement of Corporations |
| | | with any fraction less than one |
| | | yen resulting from the |
| | | calculation being rounded up to |
| | | the nearest whole yen. The amount |
| | | of capital surplus to be increased |
| | | shall be the amount obtained by |
| | | subtracting the above amount of |
| | | stated capital to be increased |
| | | from the maximum amount of stated |
| | | capital increase. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (4) Method of | | (i) Japanese Public Offering |
| Offering | | The offering to be made in |
| | | Japan shall be a public offering |
| | | (the "Japanese Public Offering"), |
| | | and the joint lead managers, |
| | | together with several Japanese |
| | | underwriters (collectively, the |
| | | "Japanese Underwriters") shall |
| | | underwrite and purchase all of the |
| | | new shares with respect to the |
| | | Japanese Public Offering. |
| | | |
| | | (ii) International Offering |
| | | In the international |
| | | offering to be made mainly in the |
| | | United States and Europe (with the |
| | | offering in the United States |
| | | restricted to sales to qualified |
| | | institutional buyers under Rule |
| | | 144A of the U.S. Securities Act of |
| | | 1933) (the "International |
| | | Offering"), all shares with regard |
| | | to the International Offering |
| | | shall be severally but not jointly |
| | | purchased and underwritten by the |
| | | joint lead managers, together with |
| | | several other international |
| | | managers (collectively, the |
| | | "International Managers", and |
| | | collectively with the Japanese |
| | | Underwriters, the "Underwriters"). |
| | | The Company will also grant the |
| | | International Managers the option |
| | | mentioned in section (1)(iii) |
| | | above to purchase additional, |
| | | newly issued shares of common |
| | | stock of the Company. |
| | | |
| | | The number of shares to be |
| | | offered as mentioned in sections |
| | | (4)(i) and (ii) above is planned |
| | | to be a total of 222,000,000 |
| | | shares for the Japanese Public |
| | | Offering and the International |
| | | Offering (with 18,000,000 |
| | | additional shares to be purchased |
| | | upon exercise of the option |
| | | mentioned in section (1)(iii) |
| | | above). However, the final |
| | | breakdown shall be determined on |
| | | the Pricing Date, taking into |
| | | account market demand and other |
| | | conditions. |
| | | |
| | | The offer price with |
| | | regard to each of the Japanese |
| | | Public Offering and the |
| | | International Offering shall be |
| | | determined on the Pricing Date in |
| | | accordance with the method stated |
| | | in Article 25 of the Regulations |
| | | Concerning Underwriting, etc. of |
| | | Securities of the JSDA, based on |
| | | the preliminary pricing terms |
| | | calculated by multiplying the |
| | | closing price in regular trading |
| | | of the shares on the First Section |
| | | of the Tokyo Stock Exchange on the |
| | | Pricing Date (or, if no closing |
| | | price is quoted on the Pricing |
| | | Date, the closing price of the |
| | | immediately preceding date) by a |
| | | number ranging 0.90-1.00 (with any |
| | | fraction less than one yen being |
| | | rounded down), taking into account |
| | | market demand and other |
| | | conditions. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (5) Consideration | | The Company shall not pay any |
| for Underwriters | | underwriting commission to the |
| | | Underwriters for the Japanese |
| | | Public Offering or the |
| | | International Offering, although |
| | | the aggregate amount of difference |
| | | between (a) the offer price in |
| | | each offering and (b) the amount |
| | | to be paid to the Company by the |
| | | Underwriters shall constitute |
| | | payment to the Underwriters. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (6) Subscription | | The subscription period for the |
| Period (Japanese | | Japanese Public Offering shall be |
| Public Offering) | | from the business day immediately |
| | | following the Pricing Date to the |
| | | second business day following the |
| | | Pricing Date. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (7) Payment Date | | A day during the period from |
| | | September 15, 2010 (Wed.) to |
| | | September 17, 2010 (Fri.); |
| | | provided, however, that such day |
| | | shall be the fifth business day |
| | | following the Pricing Date. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (8) Subscription | | 1,000 shares |
| Unit | | |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (9) The board of directors hereby authorize that the |
| amount to be paid, the offer price, the amount of stated |
| capital and capital surplus to be increased, and any other |
| matter necessary for the Japanese Public Offering or the |
| International Offering shall be determined at the discretion |
| of the Representative Executive Director of the Company. |
+--------------------------------------------------------------+
| |
+--------------------------------------------------------------+
| (10) The Japanese Public Offering shall be subject to the |
| effectiveness of registration under the Financial |
| Instruments and Exchange Act of Japan. |
+--------------------------------------------------------------+
| |
+--------------------------------------------------------------+
| |
+-----------------------+-+------------------------------------+
2. Secondary Distribution of Shares (Distribution by way of
Over-Allotment) (see Reference item 1 below)
+-----------------------+-+------------------------------------+
| (1) Class and | | 12,000,000 shares of common stock |
| Number of Shares to | | of the Company |
| be Sold | | |
| | | The number of shares mentioned |
| | | above is the maximum number of |
| | | shares to be sold, and may |
| | | decrease, or the Distribution by |
| | | way of Over-Allotment itself may |
| | | be cancelled, depending on market |
| | | demand and other conditions. |
| | | Furthermore, the number of shares |
| | | to be sold mentioned above shall |
| | | be determined on the Pricing Date, |
| | | taking into account market demand |
| | | and other conditions. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (2) Selling Price | | Undetermined. (The selling price |
| | | shall be determined on the Pricing |
| | | Date; provided, however, that the |
| | | selling price shall be the same as |
| | | the offer price with regard to the |
| | | Japanese Public Offering and the |
| | | International Offering.) |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (3) Method of | | Taking into account market demand |
| Selling | | and other conditions for the |
| | | Japanese Public Offering, one of |
| | | the Japanese Underwriters will |
| | | make a secondary distribution for |
| | | the shares of common stock of the |
| | | Company that will be borrowed from |
| | | certain shareholder(s) of the |
| | | Company. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (4) Subscription | | The subscription period shall be |
| Period | | the same as the subscription |
| | | period for the Japanese Public |
| | | Offering. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (5) Delivery Date | | The delivery date shall be the |
| | | business day immediately following |
| | | the payment date for the Japanese |
| | | Public Offering. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (6) Subscription | | 1,000 shares |
| Unit | | |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (7) The board of directors hereby authorize that the |
| selling price and any other matters necessary for the |
| Distribution by way of Over-Allotment shall be determined at |
| the discretion of the Representative Executive Director of |
| the Company. |
+--------------------------------------------------------------+
| |
+--------------------------------------------------------------+
| (8) The Distribution by way of Over-Allotment shall be |
| subject to the effectiveness of registration under the |
| Financial Instruments and Exchange Act of Japan. |
+--------------------------------------------------------------+
| |
+--------------------------------------------------------------+
| (9) In the event where the Japanese Public Offering is |
| cancelled, the Distribution by way of Over-Allotment will |
| also be cancelled. |
+-----------------------+-+------------------------------------+
3. Issuance of New Shares by way of Third-Party Allotment (see Reference
item 1 below)
+-----------------------+-+------------------------------------+
| (1) Class and | | 12,000,000 shares of common stock |
| Number of Shares to | | of the Company |
| be Offered | | |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (2) Method of | | The amount to be paid shall be |
| Determination of | | determined on the Pricing Date; |
| Amount to be Paid | | provided, however, that the amount |
| | | to be paid shall be the same as |
| | | the amount to be paid with regard |
| | | to the Japanese Public Offering |
| | | and the International Offering. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (3) Amount of | | The amount of stated capital to be |
| Stated Capital and | | increased shall be half of the |
| Capital Surplus to be | | maximum amount of stated capital |
| Increased | | increase calculated in accordance |
| | | with the provisions of Article 14, |
| | | Paragraph 1 of the Rules of |
| | | Account Settlement of Corporations |
| | | with any fraction less than one |
| | | yen resulting from the calculation |
| | | being rounded up to the nearest |
| | | whole yen. The amount of capital |
| | | surplus to be increased shall be |
| | | the amount obtained by subtracting |
| | | the above amount of stated capital |
| | | to be increased from the maximum |
| | | amount of stated capital increase. |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (4) Subscription | | September 27, 2010 (Mon.) |
| Period | | |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (5) Payment Date | | September 28, 2010 (Tue.) |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (6) Subscription | | 1,000 shares |
| Unit | | |
+-----------------------+-+------------------------------------+
| | | |
+-----------------------+-+------------------------------------+
| (7) Shares not subscribed within the subscription period |
| mentioned in section (4) above shall not be issued. |
+--------------------------------------------------------------+
| |
+--------------------------------------------------------------+
| (8) The board of directors hereby authorize that the |
| amount to be paid, the amount of stated capital and capital |
| surplus to be increased and any other matters necessary for |
| the issuance of New Shares by way of Third-Party Allotment |
| shall be determined at the discretion of the Representative |
| Executive Director of the Company. |
+--------------------------------------------------------------+
| |
+--------------------------------------------------------------+
| (9) The issuance of New Shares by way of Third-Party |
| Allotment shall be subject to the effectiveness of |
| registration under the Financial Instruments and Exchange |
| Act of Japan. |
+--------------------------------------------------------------+
| |
+--------------------------------------------------------------+
| (10) In the event where the Japanese Public Offering is |
| cancelled, the issuance of New Shares by way of Third-Party |
| Allotment will also be cancelled. |
+-----------------------+-+------------------------------------+
Reference
1. Distribution by way of Over-Allotment and other Matters
The Distribution by way of Over-Allotment mentioned in 2. Secondary
Distribution of Shares (Distribution by way of Over-Allotment) above is a
secondary distribution in Japan to be made in conjunction with the Japanese
Public Offering mentioned in 1. Issuance of New Shares by way of Public Offering
above to the amount not to exceed 12,000,000 shares of common stock of the
Company, which will be borrowed by one of the Japanese Underwriters from certain
shareholder(s) of the Company (the "Borrowed Shares"), taking into account
market demand for the offerings and other conditions. The number of shares in
the Distribution by way of Over-Allotment indicates the maximum number of shares
to be sold, and depending on market demand and other conditions, such number may
decrease, or the Distribution by way of Over-Allotment itself may be cancelled.
In connection with the Distribution by way of Over-Allotment, the
board of directors of the Company resolved at the meeting held on August 24,
2010 (Tue.) that the Company will issue 12,000,000 shares of its common stock by
way of third-party allotment to the Japanese Underwriter mentioned above (the
"Capital Increase by way of Third-Party Allotment") with the payment date set as
September 28, 2010 (Tue.).
Also, the Japanese Underwriter mentioned above may conduct stabilizing
transactions for the shares of common stock of the Company during the
subscription period for the Japanese Public Offering and the Distribution by way
of Over-Allotment (the "Subscription Period"). The shares of common stock of
the Company purchased through such stabilizing transactions may be used, in
whole or in part, to return the Borrowed Shares.
Furthermore, the Japanese Underwriter mentioned above may also
purchase shares of common stock of the Company on the Tokyo Stock Exchange up to
the number of shares to be sold in the Distribution by way of Over-Allotment
("Syndicate Cover Transactions"), during the period beginning on the day
immediately following the last day of the Subscription Period and ending on
September 22, 2010 (Wed.) (the "Syndicate Cover Transaction Period"). All
shares of common stock of the Company purchased through Syndicate Cover
Transactions shall be used to return the Borrowed Shares. However, during the
Syndicate Cover Transaction Period, the Japanese Underwriter mentioned above at
its discretion may not conduct any Syndicate Cover Transactions or may terminate
any Syndicate Cover Transactions before the number of shares purchased reaches
the number of shares sold in the Distribution by way of Over-Allotment.
The Japanese Underwriter mentioned above plans to accept the allotment
under the Capital Increase by way of Third-Party Allotment for an equivalent
number of shares of common stock of the Company obtained by deducting (a) the
number of shares purchased through stabilizing transactions and Syndicate Cover
Transactions that are to be used to return the Borrowed Shares, from (b) the
number of shares to be sold in the Distribution by way of Over-Allotment.
Accordingly, all or part of the shares to be issued under the Capital
Increase by way of Third-Party Allotment may not be subscribed for and it may
result in a decrease of the number of shares to be issued under the Capital
Increase by way of Third-Party Allotment or a cancellation of the entire
issuance due to forfeiture.
Whether or not the Distribution by way of Over-Allotment is to be
conducted, as well as the number of shares to be sold in the event the
Distribution by way of Over-Allotment is to be conducted, will be determined on
the Pricing Date. If the Distribution by way of Over-Allotment is cancelled
entirely, the Japanese Underwriter mentioned above will not borrow shares of
common stock of the Company from the shareholder(s) of the Company mentioned
above. Therefore, as the Japanese Underwriter mentioned above will not accept
any allotment under the Capital Increase by way of Third-Party Allotment nor
subscribe for any shares to be issued thereunder, no new shares of the Company
will be issued under the Capital Increase by way of Third-Party Allotment due to
forfeiture. Furthermore, no Syndicate Cover Transactions will be conducted on
the Tokyo Stock Exchange.
The Japanese Underwriter mentioned above shall conduct stabilizing
transactions and Syndicate Cover Transactions in consultation with the other
joint lead managers in Japanese Public Offering.
2. Change in the number of issued shares as a result of offering of New
Shares and Capital Increase by way of Third-Party Allotment
+--+-------------------------+---------------+--------------+--------+
| (1)| Total number of issued | Common Stock | 669,550,999 | |
| | shares at present | | shares | |
| | | | | |
+--+-------------------------+---------------+--------------+--------+
| | (as of July 31, 2010): | Type A | 3,000,000 | |
| | | Preferred | shares | |
| | | Shares | | |
+--+-------------------------+---------------+--------------+--------+
| | | Total: | 672,550,999 | |
| | | | shares | |
+--+-------------------------+---------------+--------------+--------+
| | | | | |
+--+-------------------------+---------------+--------------+--------+
| (2)| Increase in number of | Common Stock | 222,000,000 | (Note |
| | shares by way of | | shares | 1) |
| | offering of new shares: | | | |
+--+-------------------------+---------------+--------------+--------+
| | | | | |
+--+-------------------------+---------------+--------------+--------+
| (3)| Total number of issued | Common Stock | 891,550,999 | (Note |
| | shares after the | | shares | 1) |
| | offering of new shares: | | | |
+--+-------------------------+---------------+--------------+--------+
| | | Type A | 3,000,000 | |
| | | Preferred | shares | |
| | | Shares | | |
+--+-------------------------+---------------+--------------+--------+
| | | Total: | 894,550,999 | (Note |
| | | | shares | 1) |
+--+-------------------------+---------------+--------------+--------+
| | | | | |
+--+-------------------------+---------------+--------------+--------+
| (4)| Increase in number of | Common Stock | 12,000,000 | (Note |
| | shares by the Capital | | shares | 2) |
| | Increase by way of | | | |
| | Third-Party Allotment: | | | |
+--+-------------------------+---------------+--------------+--------+
| | | | | |
+--+-------------------------+---------------+--------------+--------+
| (5)| Total number of issued | Common Stock | 903,550,999 | (Note |
| | shares after the | | shares | 2) |
| | Capital Increase by way | | | |
| | of Third-Party | | | |
| | Allotment: | | | |
+--+-------------------------+---------------+--------------+--------+
| | | Type A | 3,000,000 | (Note |
| | | Preferred | shares | 3) |
| | | Shares | | |
+--+-------------------------+---------------+--------------+--------+
| | | Total: | 906,550,999 | (Notes |
| | | | shares | 2 and |
| | | | | 3) |
+--+-------------------------+---------------+--------------+--------+
Notes: 1. These figures are based on the assumption that the
International Managers exercise all of the options granted to the International
Managers to purchase additional, newly issued shares of common stock as
mentioned in section (4)(ii) of 1. Issuance of New Shares by way of Public
Offering above and such shares of common stock of the Company are issued.
2. These figures are based on the assumption that the new
shares to be issued as described in 3. Issuance of New Shares by way of
Third-Party Allotment are all subscribed to by one of the Japanese Underwriters
and such shares of common stock of the Company are issued.
3. Using JPY10,000,000,000 from the proceeds of the
offering, the Company plans to partially repurchase and cancel the Type A
Preferred Shares before October 31, 2010.
4. The total number of issued shares may be increased by
exercise of stock acquisition rights and/or rights to request acquisition of the
preferred shares.
3. Use of proceeds
(1) Use of proceeds from the offering
We intend to use approximately JPY49,806,220,000 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:
* JPY20,500,000,000 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;
* JPY4,500,000,000, of which JPY1,000,000,000 and JPY3,500,000,000 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;
* JPY10,000,000,000 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.
The details of our planned capital expenditure as of August 24, 2010 (except for
the "Amount already invested" within the column of "Amount to be invested" is as
of June 30, 2010) are as follows:
(1) New additions
+------------+-----------+------------+---------------+--------+---------+-----------+-----------+------------+
| Company | Location | Segment | Description | Amount to | Funding | Scheduled start |
| name |(Country) | | of | be invested | | and |
| | | | facilities | (Millions | source | completion dates |
| | | | | of yen) | | |
| | | | | | | |
+ + + + +------------------+ +------------------------+
| | | | | Total | | Amount | Start |Completion |
| | | | |amount | | already | | |
| | | | | | | invested | | |
+------------+-----------+------------+---------------+--------+---------+-----------+-----------+------------+
| Vietnam | Vietnam | Building | Float | 4,377 | 530 | Available | Dec. | 2Q of |
| Glass | | Products | manufacturing | | | capital | 2009 | financial |
| Industries | | | facility | | | and | | year |
| Ltd. | | | | | | proceeds | | ending |
| | | | | | | of the | | March 31, |
| | | | | | | offering | | 2012 |
+------------+-----------+------------+---------------+--------+---------+-----------+-----------+------------+
| Brazil | Automotive | Process | 2,500 | - | Available | 2Q of | 4Q of |
| | | glass | | | capital |financial | financial |
| | | manufacturing | | | and | year | year |
| | | facility | | | proceeds | ending | ending |
| | | | | | of the |March 31, | March 31, |
| | | | | | offering | 2011 | 2012 |
+------------------------+------------+---------------+--------+---------+-----------+-----------+------------+
| Eastern | Automotive | Process | 5,900 | - | Available | 4Q of | 4Q of |
| Europe | | glass | | | capital |financial | financial |
| | | manufacturing | | | and | year | year |
| | | facility | | | proceeds | ending | ending |
| | | | | | of the |March 31, | March 31, |
| | | | | | offering | 2011 | 2013 |
+------------------------+------------+---------------+--------+---------+-----------+-----------+------------+
| Mexico | Automotive | Process | 1,500 | - | Available | 4Q of | 4Q of |
| | | glass | | | capital |financial | financial |
| | | manufacturing | | | and | year | year |
| | | facility | | | proceeds | ending | ending |
| | | | | | of the |March 31, | March 31, |
| | | | | | offering | 2011 | 2012 |
+------------------------+------------+---------------+--------+---------+-----------+-----------+------------+
| China | Specialty | Process | 1,200 | - | Available | 3Q of | 4Q of |
| (Suzhou) | Glass | glass | | | capital |financial | financial |
| | | manufacturing | | | and | year | year |
| | | facility | | | proceeds | ending | ending |
| | | | | | of the |March 31, | March 31, |
| | | | | | offering | 2011 | 2012 |
+------------------------+------------+---------------+--------+---------+-----------+-----------+------------+
| China | Specialty | Separator | 800 | - | Available | 3Q of | 2Q of |
| (Tianjin) | Glass | manufacturing | | | capital |financial | financial |
| | | facility | | | and | year | year |
| | | | | | proceeds | ending | ending |
| | | | | | of the |March 31, | March 31, |
| | | | | | offering | 2011 | 2013 |
+------------+-----------+------------+---------------+--------+---------+-----------+-----------+------------+
(2) Repair and refurbishment
+-------------+-----------+------------+---------------+--------+---------+-----------+---------+------------+
| Company | Location | Segment | Description | Amount to | Funding | Scheduled start |
| name |(Country) | | of | be invested | | and completion |
| | | | facilities | (Millions | source | dates |
| | | | | of yen) | | |
+ + + + +------------------+ +----------------------+
| | | | | Total | | Amount | Start |Completion |
| | | | |amount | | already | | |
| | | | | | | invested | | |
+-------------+-----------+------------+---------------+--------+---------+-----------+---------+------------+
| Pilkington | USA | Building | Float | 1,554 | 1,119 | Available | Jun. | Aug. |
| North | | Products | manufacturing | | | capital | 2009 | 2010 |
| America | | | facility | | | | | |
| Inc. | | | | | | | | |
+-------------+-----------+------------+---------------+--------+---------+-----------+---------+------------+
| Pilkington | Germany | Building | Float | 3,478 | - | Available | Feb. | Mar. |
| | | Products | manufacturing | | | capital | 2010 | 2012 |
| Deutschland | | | facility | | | and | | |
| AG | | | | | | proceeds | | |
| | | | | | | of the | | |
| | | | | | | offering | | |
+-------------+-----------+------------+---------------+--------+---------+-----------+---------+------------+
| Vidrios | Chile | Building | Float | 3,227 | 18 | Available | Apr. | Dec. |
| Lirquen | | Products | manufacturing | | | capital | 2010 | 2010 |
| S.A. | | | facility | | | | | |
+-------------+-----------+------------+---------------+--------+---------+-----------+---------+------------+
| Maizuru | Japan | Automotive | Float | 3,100 | 83 | Available | Jan. | Aug. |
| | | | manufacturing | | | capital | 2010 | 2011 |
| Plant | | | facility | | | and | | |
| | | | | | | proceeds | | |
| | | | | | | of the | | |
| | | | | | | offering | | |
+-------------+-----------+------------+---------------+--------+---------+-----------+---------+------------+
Notes:
1) The expected capacities post-investment of each of the abovementioned
capital expenditure plans are abbreviated due to the variety of products
produced and the difficulty of listing.
2) The amounts specified above do not include consumption tax.
3) Amount to be invested is calculated using foreign exchange rates determined
for our planning purposes and may change due to the fluctuation of the actual
foreign exchange rates.
With respect to the joint venture investment to be made in Tianjin, China, based
on our agreement with Shanghai Yaohua Pilkington Glass Co. Ltd., we intend to
invest JPY1,000,000,000 by the end of the financial year ending March 31, 2011
to acquire our share of the joint venture and JPY3,500,000,000 by the end of the
financial year ending March 31, 2012 to be used to install our online coating
technology onto an existing float line as well as build a new float line with
the same online coating technology. As a result of this investment, our
ownership in the joint venture will be approximately 45% and the joint venture
will be accounted for as our affiliate using the equity method of accounting.
Subject to approvals of the relevant Chinese governmental authorities required
for the operation of this joint venture, or any other events including change of
external environment, there is a possibility that our investment plan in this
joint venture may not be implemented as planned, or may change altogether, in
which case, we intend to use such portion of the approximately JPY4,500,000,000
that has not been used for the joint venture, to pay down our outstanding
long-term debt.
(2) Change in the use of proceeds raised last time
Not applicable
(3) Impact on business results
We expect that this offering will enable us to seize investment opportunities
and leverage our competitive position, while reinforcing our financial
condition. These will contribute to strengthen our profitability over the
medium-to-long term.
4. Other matters
Lock-up Agreement
The Company has agreed, for a period beginning the Pricing Date of the Japanese
Public Offering, Distribution by way of Overallotment and International Offering
and ending 180 days after the delivery date of these offerings, without the
prior written consent of the joint global coordinators, not to, and not to
permit others over which it exercises control, including subsidiaries, to issue,
offer or sell any of its common stock or any other class of its capital stock or
any securities convertible into its common stock or any other class of its
capital stock or enter into certain other transactions (subject to the following
exceptions: issuance of shares in connection with the Japanese Public Offering,
International Offering and Capital Increase by way of Third-Party Allotment,
stock splits, allotment of shares to shareholders without consideration,
delivery of common shares upon exercise of rights to request acquisition in
connection with the Type A Preferred Shares of the Company, the issuance of
stock acquisition rights which was determined by the Representative Executive
Director on August 24, 2010, delivery of common stock of the Company upon
exercise of stock acquisition rights outstanding as of the Pricing Date or upon
the exercise of stock acquisition rights which were determined by the
Representative Executive Director on August 24, 2010, and delivery of the
Company's own shares upon exercise of rights to request purchase of shares
constituting less than one unit).
The joint global coordinators are entitled to jointly decide to partially or
fully remove the lock-up or to shorten the lock-up period at their discretion.
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. 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. If any public offering of securities
is made in the United States, it will be by means of a prospectus that may be
obtained from the Company or any selling security holder that will contain
detailed information about the Company and its management, as well as financial
statements of the Company. The securities referred to above will not be publicly
offered or sold in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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