RNS Number : 1911D
Takefuji Corporation
27 November 2009
Takefuji announces indicative ranges for the consideration payable in exchange for Takefuji Corporation JPY70,000,000,000 1.5 per cent. Convertible Bonds due 2018
On November 16, 2009, TAKEFUJI CORPORATION (the "Company") announced, in a press release entitled "Takefuji announces exchange offer and issue of Euro-yen straight bonds due 2011", an offer by the Company to holders (the "Holders") of Takefuji Corporation JPY70,000,000,000 1.5 per cent. Convertible Bonds due 2018 (the "Convertible Bonds") to exchange their Convertible Bonds for either (i) cash only consideration or (ii) an amount of Euro-yen straight bonds due 2011 ("New Bonds") together with a partial cash consideration (the "Exchange Offer"). In view of the request of the Holders, the Company today decided to provide Holders with indicative levels with respect to the consideration payable in exchange for Convertible Bonds that the Company considers would be acceptable at this point in time.
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(1)
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cash only consideration
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cash consideration in a range of 55% to 65% of the principal amount of the Convertible Bonds.
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(2)
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partial cash consideration
and New Bonds
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cash consideration of 25% of the principal amount of the Convertible Bonds.
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(If any of the Holder participate in the exchange in a way consistent with the Company's indication in (2) above with respect to the partial cash consideration and the New Bonds, the Company will, at the time of the final decision on the conditions of the Exchange Offer, use its best efforts to maximize the chance of exchange offers made by such Holders to be actually implemented, in light of the fact that the indication is being made at a single level as opposed to a range. In addition, in the case of (2) above, the total amount of the cash consideration and the principal amount of the New Bonds which are to be distributed to Holders will be equivalent to the principal amount of the Convertible Bonds offered for exchange. Furthermore, the aggregate amount of cash paid in respect of (1) and (2) will be up to JPY18bn.)
2. Timeline of the Exchange Offer (planned)
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Dec 2, 2009
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End of tender period for the Exchange Offer
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Dec 4, 2009
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Announcement of results and pricing of the Exchange Offer
Finalisation of the amount etc. of the New Bonds to be issued
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Dec 14, 2009
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Issue of the New Bonds and settlement of the Exchange Offer
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3. Other
The Company has announced the indicative levels, which the Company considers would be acceptable at this point in time, solely for the purpose of providing the Holders with a guide and facilitating the Holders' response to the Exchange Offer. Accordingly, it is not a final decision on the part of the Company, or a guarantee with respect to the Holders' response to the Exchange Offer. The Company will allow the Holders who have tendered their response to the Exchange Offer at or before 6:00PM (Tokyo Time) on November 27, 2009 to re-submit their tenders after reviewing the indicative levels.
The Company plans to make a further press release on December 4, 2009 on the results of the Exchange Offer, which will include the final terms of the Exchange Offer, as well as the actual issue amount and other details concerning the issuance of the New Bonds.
In terms of the effect of the Exchange Offer on the Company's profit and loss, the Company will make a further announcement at the time when the outcome of the Exchange Offer has been confirmed, taking into consideration the effect on the Company's profit and loss of certain other measures being conducted by the Company.
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 exchange offer, etc. in respect of the Company's Euroyen Convertible Bonds due 2018, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press release does not constitute or form a part of the offer of the Bonds for sale in the United States. The Bonds 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 or to, or for the account or benefit of, U.S. person (as defined under Regulation S of the Securities Act) absent registration or an exemption from registration under the Securities Act. The securities will not be publicly offered or sold in the United States
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