Issue of Equity
08 September 2010 - 6:25PM
UK Regulatory
TIDM85GQ
RNS Number : 3349S
Nippon Sheet Glass Company Limited
08 September 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 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
+--------+--------------+--------+-------------------+
| (1) | Class | | A |
| | and | | total |
| | Number | | of |
| | of | | 222,000,000 |
| | Shares | | shares of |
| | to be | | common |
| | Offered | | stock of |
| | | | the |
| | | | Company, as |
| | | | shown in |
| | | | (i) through |
| | | | (iii) |
| | | | below: |
| | | | (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) |
| | | | 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 |
+--------+--------------+--------+-------------------+
| (2) | Issue | Note | JPY181 |
| | Price | 1. | per |
| | | | share |
+--------+--------------+--------+-------------------+
| (3) | Total | Note | JPY40,182,000,000 |
| | Issue | 2. | |
| | Price | | |
+--------+--------------+--------+-------------------+
| (4) | Amount | Note | JPY173.52 |
| | to be | 1. | per share |
| | Paid | | |
+--------+--------------+--------+-------------------+
| (5) | Total | Note | JPY38,521,440,000 |
| | Amount | 2. | |
| | to be | | |
| | Paid | | |
+--------+--------------+--------+-------------------+
| (6) | Amount | | The |
| | of | Note | Amount |
| | Stated | 2. | of |
| | Capital | | Stated |
| | and | | Capital |
| | Capital | | to be |
| | Surplus | | Increased: |
| | to be | | JPY19,260,720,000 |
| | Increased | | The Amount of |
| | | | Capital Surplus |
| | | | to be Increased: |
| | | | JPY19,260,720,000 |
+--------+--------------+--------+-------------------+
| (7) | Subscription | | From |
| | Period | | September |
| | (Japanese | | 9, 2010 |
| | Public | | (Thu.) |
| | Offering) | | to |
| | | | September |
| | | | 10, 2010 |
| | | | (Fri.) |
+--------+--------------+--------+-------------------+
| (8) | Payment | | September |
| | Date | | 15, 2010 |
| | | | (Wed.) |
+--------+--------------+--------+-------------------+
| | | | |
+--------+--------------+--------+-------------------+
| 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)
+--------+--------------+--------+------------------+
| (1) | Class | | Shares |
| | and | | of |
| | Number | | common |
| | of | | stock |
| | Shares | | of the |
| | to be | | Company: |
| | Sold | | 12,000,000 |
| | | | shares |
+--------+--------------+--------+------------------+
| (2) | Selling | | JPY181 |
| | Price | | per |
| | | | share |
+--------+--------------+--------+------------------+
| (3) | Total | | JPY2,172,000,000 |
| | Selling | | |
| | Price | | |
+--------+--------------+--------+------------------+
| (4) | Subscription | | From |
| | Period | | September |
| | | | 9, 2010 |
| | | | (Thu.) |
| | | | to |
| | | | September |
| | | | 10, 2010 |
| | | | (Fri.) |
+--------+--------------+--------+------------------+
| (5) | Delivery | | September |
| | Date | | 16, 2010 |
| | | | (Thu.) |
+--------+--------------+--------+------------------+
3. Issuance of New Shares by way of Third-Party Allotment
+--------+--------------+--------+------------------+
| (1) | Amount | | JPY173.52 |
| | to be | | per share |
| | Paid | | |
+--------+--------------+--------+------------------+
| (2) | Total | | JPY2,082,240,000 |
| | Amount | | |
| | to be | | |
| | Paid | | |
| | (Maximum) | | |
+--------+--------------+--------+------------------+
| (3) | Amount | | The |
| | of | | Amount |
| | Stated | | of |
| | Capital | | Stated |
| | and | | Capital |
| | Capital | | to be |
| | Surplus | | Increased: |
| | to be | | JPY1,041,120,000 |
| | Increased | | The Amount of |
| | (Maximum) | | Capital Surplus |
| | | | to be Increased: |
| | | | JPY1,041,120,000 |
+--------+--------------+--------+------------------+
| (4) | Subscription | | September |
| | Period | | 27, 2010 |
| | | | (Mon.) |
+--------+--------------+--------+------------------+
| (5) | Payment | | September |
| | Date | | 28, 2010 |
| | | | (Tue.) |
+--------+--------------+--------+------------------+
Reference
1. Calculation of Offer Price and Selling Price
+--------+-------------+--------+-----------+--------+
| (1) | Calculation | | September | JPY187 |
| | Reference | | 8, 2010 | |
| | Date and | | (Wed.) | |
| | Price | | | |
+--------+-------------+--------+-----------+--------+
| (2) | Discount | | | 3.21% |
| | Rate | | | |
+--------+-------------+--------+-----------+--------+
2. Syndicate Cover Transaction Period
From September 11, 2010 (Sat.) to September 22, 2010 (Wed.)
3. Use of Proceeds
We intend to use approximately JPY40,226,680,000 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:
* 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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