Print   



Takefuji announces determination of the consideration to be allocated in exchange for Takefuji Corporation JPY70,000,000,000 1.5 per cent. Convertible Bonds due 2018, together with an addition to the tender period

On November 16, 2009 and November 27, 2009, TAKEFUJI CORPORATION (the "Company") issued press releases entitled "Takefuji announces exchange offer and issue of Euro-yen straight bonds due 2011" and "Announcement of partial changes to terms and conditions of exchange offer and issue of Euro-yen straight bonds due 2011", both relating to an invitation 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 offer to exchange their Convertible Bonds for either (i) cash only consideration or (ii) an amount of Euro-yen straight bonds due 2011, to be issued pursuant to resolutions of the board of directors of the Company dated November 16, 2009 and November 27, 2009, ("New Bonds") together with a partial cash consideration (the "Exchange Offer"). 

The scheduled tender period end date of the Exchange Offer is 4:00 p.m. (London time) on December 2, 2009 (the "Scheduled Tender Period Date") and by this date the Company had received from certain Holders offers to exchange Convertible Bonds in an aggregate principal amount equal to 45,000,000,000 yen, or 64.3% of the total outstanding Convertible Bonds. Section 4. contains an analysis of offers received by the Company in each category and, based on this analysis, the Company today announces that it has determined the consideration (the "Clearing Consideration Level") to be allocated in respect of the Exchange Offer. 

Although the Clearing Consideration Level has been set, the aggregate principal amount of Convertible Bonds in respect of which offers have been made which are equal to or below the Clearing Consideration Level remains less than the amount which the Company envisages purchasing and the aggregate cash amount to be distributed as a result of the exchange remains less than the maximum amount which the Company initially set.

Therefore, the Company has determined to set an additional tender period (the "Additional Tender Period") for the Exchange Offer ending at 4 p.m., (London time) on December 8, 2009 (the "Additional Tender Period Date") at the Clearing Consideration Level. The additional tender period will be open to Holders (i) who have made offers at a price which is above the Clearing Consideration Level or (ii) who have not made any offer, each by the Scheduled Tender Period Date. The finalisation by the Company of the terms of the Exchange Offer, including the aggregate principal amount of Convertible Bonds accepted for exchange and the aggregate amount of New Bonds to be issued and the terms thereof, which was scheduled to be made today, is now expected to be made on December 9, 2009. 

• Clearing Consideration Level

The Company has determined the ratio of cash amounts and principal amount of the New Bonds to be delivered in exchange for Convertible Bonds, expressed below as a percentage of the principal amount of the Convertible Bonds:

(1)	cash only consideration
	Cash	65.0 %
(2)	partial cash consideration and New Bonds
	Cash	35.0 %
	total principal amount of New Bonds	65.0 %

 

2.      Additional Tender Period

As described above, the Company has decided to set an Additional Tender Period Date for the Exchange Offer for the benefits of Holders (i) who have made an offer at a price which is above the Clearing Consideration Level or (ii) who have not made an offer, each by the Scheduled Tender Period Date. Such Holders are invited to offer to exchange Convertible Bonds at the Clearing Consideration Level set out in tables 1 and 2 of Section 1.

All Holders who have made an offer at a price which is equal to or below the Clearing Consideration Level in respect of the Exchange Offer on or before the Scheduled Tender Period Date will be accepted in full without being pro-rated with any offers that may be made during the Additional Tender Period if and when the Company decides to proceed with and complete the Exchange Offer. Such decision is expected to be made by the Company soon after the Additional Tender Period Date.

If the Company decides to accept an offer, whether made up to or after the Scheduled Tender Period Date, such acceptance will be on the terms set out in this announcement and in the Exchange Offer Memorandum (as amended).

3.      Expected timeline of the Exchange Offer

December 8, 2009	End of additional tender period for the Exchange Offer
December 9, 2009	Announcement of results and finalized terms of the Exchange Offer  Finalisation of the amount and terms of the New Bonds
December 14, 2009	Issue of the New Bonds and settlement of the Exchange Offer

4.      Analysis of offers received on or before the Scheduled Tender Period Date

Type of consideration requested	Aggregate principal amount	Weighted  average	Mode2	Clearing Consideration Level
	(JPY bn)	(as % of the principal amount of Convertible Bonds)
(1) Cash only consideration	19.70	68.5	50.0	65.0
(2) Partial cash consideration and New Bonds	24.35	37.6	25.0	35.0
(3) Company's discretion1	0.95	－	－	－
Total	45.00

1 Where this option is selected, the Company may in its discretion allocate cash only consideration or partial cash consideration and New Bonds.

2 The Mode represents the consideration level at which offers were made representing the greatest aggregate principal amount of Convertible Bonds within each consideration request category

The Company expects to make a further press release on December 9, 2009 regarding the terms of the Exchange Offer (save for the Clearing Consideration Level which is stated above), the aggregate amount of New Bonds to be issued and the terms thereof.

In terms of the effect of the Exchange Offer on the Company's earnings, the Company will make a further announcement at the time when the outcome of the Exchange Offer has been confirmed, taking into consideration the impact of certain other measures conducted by the Company, including the possible extraordinary loss from the contemplated sale of a certain category of non-performing loans.

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.

ENDMSCCKQKBCBDKPBK