RNS Number:9573Y
Nippon Sheet Glass Company Limited
27 February 2006
27 February 2006
Announcement regarding issue of
No.1 Unsecured Convertible-Bond-Type-Bonds With Stock Acquisition Rights
(With Inter-Convertible-Bond-Type-Bonds-With-Stock-Acquisition-Rights Pari Passu
Clause)
Nippon Sheet Glass Company, Limited ("NSG") makes the announcement below
following a meeting of its board of directors on Monday 27 February 2006 at
which it was resolved to issue unsecured convertible-bond-type-bonds with stock
acquisition rights (SPS Program*) (tenkanshasaigata shinkabu yoyakuken-tsuki
shasai) (the "Bonds") by way of third party allocation.
1. Purpose of the financing
NSG plans to raise an amount of 110 billion yen through the issue of the Bonds
for the acquisition (the "Acquisition") of major British glassmaker Pilkington
plc ("Pilkington"). In the event that the Acquisition does not proceed, NSG
plans to cancel the issue of the Bonds or, following the issue of the Bonds, to
redeem them without their having been converted.
2. Rationale for issuing the Bonds with variable conversion price by way of
third party allocation
The purpose of the Bond issue is to raise finance for the aforementioned
strategic acquisition. The Bonds will therefore be issued by way of third party
allocation which enables a flexible Bond issue.
By issuing a zero coupon bond which involves no issue-related commission, the
issue will result in the minimum financial cost. Also, by carefully structuring
the terms and conditions of the stock acquisition rights (shinkabu yoyakuken),
NSG aims to promote smooth conversion and strengthen its financial structure at
the same time as taking account of dilutive effects on earnings per share. In
particular, through twice-monthly adjustment, the conversion price can be more
closely aligned to the market price of the underlying shares.
The issuance of the Bonds is in pursuance of a proposal under the order-made
finance solution services made available to NSG by Daiwa Securities SMBC Co.Ltd.
through its SPS Program (Structured Principal Solution Program).
* "SPS Program" is an abbreviation of Structured Principal Solution Program
which is a registered trademark of Daiwa Securities SMBC Co.Ltd.
3. Characteristics of the Bonds
The Bonds have the following characteristics.
(1) The purpose of issuing the Bonds is clearly stated above and NSG does
not anticipate stock acquisition rights to be exercised following the issue of
the Bonds unless the Acquisition becomes effective. (NSG has entered into an
agreement respectively with the purchasers that they will not convert the Bonds
unless the Acquisition becomes effective, whilst NSG will redeem the Bonds in
the event that the Acquisition lapses or otherwise does not proceed.)
(2) A redemption right is attached to the Bonds which is exercisable by NSG
at any time before the maturity date and, in response to the circumstances, the
structure allows NSG to be able to consider strategies in order to prevent a
dilutive effect in the event that its share price falls.
(3) Following comprehensive consideration of various perspectives such as
the possibility for change in various circumstances in the acquisition
proceedings, such as anti-trust law approvals and so on, and the achievement of
stability in respect of the acquisition funds, the design of the product is such
that the cap conversion price and the floor conversion price will be decided
based on the average share price for the five consecutive trading days leading
up to 8 May 2006. NSG believes that this ensures transparency and fairness in
the process of determining the terms and conditions.
(4) The Bonds will be issued to Daiwa Securities SMBC Co.Ltd. and UBS AG
London Branch, with their strong client bases of institutional investors, by way
of third party allocation. Daiwa Securities SMBC Co.Ltd. and UBS AG London
Branch have agreed with NSG that they will not transfer the Bonds to third
parties.
(5) The allottees have agreed that, except for sales of NSG stock which fall
within the total number of stock acquired through the exercise of stock
acquisition rights and which are of the same nature as that stock, they will not
borrow NSG stock for the purpose of selling short in relation to the purchase of
the Bonds.
In accordance with these features, NSG considers that the Bond is a financial
instrument which is structured to achieve the Acquisition, which is the purpose
of its issue, and which, whilst focused on strengthening the financial base of
NSG, is intended to prevent a dilutive effect on existing shareholders (an
effect on the share price).
4. Terms and conditions of the Bonds
1 Name Nippon Sheet Glass Company, Limited 1st Unsecured
Convertible-Bond-Type-Bonds With Stock Acquisition Rights (With
Inter-Convertible-Bond-Type-Bonds-With-Stock-Acquisition-Rights
Pari Passu Clause) (hereinafter the "Convertible Bonds", with
the bonds (shasai) constituting the Convertible Bonds being
hereinafter the "Bonds" and the stock acquisition rights
(shinkabu yoyakuken) being hereinafter the "Stock Acquisition
Rights").
2 Issue price 100 yen per 100 yen par value.
3. Issue price Nil consideration.
of Stock
Acquisition
Right
4. Payment 15 March 2006
Date and
Issue Date
5. Matters relating to the Offer
(1) Type of By way of allotment to a third party (dai sansha wariate),
Offering 77 billion yen will be allotted to Daiwa Securities SMBC
Co.Ltd. and 33 billion yen will be allotted to UBS AG,
London Branch.
(2) Issue price 100 yen per 100 yen par value.
(3) Offer period 15 March 2006 (Wednesday)
(4) Application Nippon Sheet Glass Company, Limited Financial Department
handling
location
6. Matters relating to the Stock Acquisition Rights
(1) Type and number The type of underlying shares to which the Stock
of underlying Acquisition Rights relate shall be ordinary shares
shares to which of the Company. The number of ordinary shares of
the Stock the Company to be either newly issued by the
Acquisition Company or transferred out of treasury (hereinafter
Rights relate "Delivered") upon an exercise demand under the
Stock Acquisition Rights shall be determined by
calculating the largest integral number by dividing
the total issue price of the Bonds to which the
exercise demand under the Stock Acquisition Rights
relates by the Conversion Price set out in
subparagraph (3)(2) of this paragraph (provided
that, in the event that the shusei-adjustment or
chosei-adjustment is made in accordance with
subparagraphs (8) or (9) of this paragraph, the
Conversion Price after the shusei-adjustment or
chosei-adjustment shall be used). In no event shall
the Company make cash adjustments in respect of
fractions of less than 1 share arising from the
calculation.
(2) Total number of One Stock Acquisition Right is attached to each
Stock Acquisition Bond, and 220 Stock Acquisition Rights in total
Rights shall be issued.
(3) Amount to be paid (1) The amount to be paid at the time of exercising the
upon exercise of Stock Acquisition Right shall be the same as the
the Stock Issue Price of the Bond.
Acquisition
Rights
(2) The amount to be paid at the time of exercising the
Stock Acquisition Rights per one share (hereinafter
the "Conversion Price") shall initially be JPY 581.
(4) The rationale for The Stock Acquisition Rights are attached to
granting the convertible-bond-type-bonds with stock acquisition
Stock Acquisition rights (tenkanshasaigata shinkabu yoyakuken-tsuki
Rights at a shasai) and shall not be transferred separately
nil-consideration from the Bonds. Once the Stock Acquisition Rights
issue price and are exercised, the Bond will lapse by substituted
the rationale for payment. Considering the fact that the Bonds and
the calculation the Stock Acquisition Rights are closely related to
of the amount to each other, and taking into account the value of
be paid upon the Stock Acquisition Right and the economic value
exercise of Stock to be gained by the issue conditions of the Bonds
Acquisition such as interest rate and issue price, the Company
Rights decides its issue price to be for
nil-consideration. Also, since the Convertible
Bonds are convertible-bond-type-bonds with stock
acquisition rights, the Company has decided the
amount to be paid upon exercise of the Stock
Acquisition Rights to be the same as the issue
price of the Bonds, and the initial Conversion
Price as at least 20% in excess of the closing
price of the ordinary shares of the Company for
ordinary market transactions on the Tokyo Stock
Exchange on 24 February 2006.
(5) The amount to be The amount to be incorporated into the stated
incorporated into capital out of the issue price of shares issued
the stated upon exercise of the Stock Acquisition Rights shall
capital out of be the amount of the Issue Price multiplied by 0.5
the issue price (rounded up to the nearest whole yen).
of new shares
(6) Period for Each holder of Convertible Bonds ("Bondholder")
exercise demands may, at any time from 16 March 2006 to 12 March
under the Stock 2009 (hereinafter the "Exercise Demand Period"),
Acquisition make an exercise demand under the Stock Acquisition
Rights Rights (hereinafter the "Exercise Demand").
(7) Conditions to In the event of premature redemption of the Bonds
exercise of the by the Company pursuant to paragraphs 7(5)(2) or
Stock Acquisition (3) or the Company falling subject to accelerated
Rights repayment with respect to the Bonds, the Bondholder
may not exercise the Stock Acquisition Rights on or
after the Redemption Date or the date of falling
subject to accelerated repayment. In the event of
premature redemption of all or part of the Bonds by
the Company at the request of Bondholders pursuant
to paragraph 7(5)(4), the Bondholders may not
exercise the Stock Acquisition Rights following
delivery of the documents for the request for the
premature redemption to the Paying Agent For
Redemption Proceeds. Bondholders may not make
partial exercise of each Stock Acquisition Right.
(8) Shusei-adjustment After 8 May 2006, the Conversion Price shall be
of the Conversion adjusted from the trading day following the 1st and
Price 3rd Friday of each month (hereinafter the "Reset
Date"). The Conversion Price shall be adjusted to
equal 91% of the average of the daily
volume-weighted average price of the ordinary
shares of the Company for ordinary market
transactions on the Tokyo Stock Exchange for the
three consecutive trading days ending on and
including the relevant Reset Date (provided that
dates when the volume-weighted average price is not
calculated are excluded, and if the relevant Reset
Date is not a trading day, calculate for the three
consecutive trading days ending immediately before
the relevant Reset Date, hereinafter "Share Price
Calculation Period") (calculate to the second
decimal place yen and ignore the second decimal
place, hereinafter the "Shusei-adjusted Conversion
Price"). If the Chosei-adjustment events set out in
subparagraph (9) of this paragraph occurs during
the Share Price Calculation Period, the
Shusei-adjusted Conversion Price will be adjusted
to the amount which the Company judges appropriate
in accordance with the terms and conditions of the
Convertible Bonds. Provided, however, that if the
Shusei-adjusted Conversion Price after such
calculation falls short of 50% of the average
(calculate to the second decimal place yen and
ignore the second decimal place) of the daily
closing prices of the ordinary shares of the
Company for ordinary market transactions on the
Tokyo Stock Exchange for the five consecutive
trading days ending on 8 May 2006 (excluding any
date without a closing price) (hereinafter the
"Floor Conversion Price" provided that this is
subject to adjustment under subparagraph (9) of
this paragraph), the Floor Conversion Price shall
be taken as the Shusei-adjusted Conversion Price,
and if the Shusei-adjusted Conversion Price exceeds
150% of the average (calculate to the second
decimal place yen and ignore the second decimal
place) of the daily closing prices of the ordinary
shares of the Company for ordinary market
transactions on the Tokyo Stock Exchange for the
five consecutive trading days ending on 8 May 2006
(excluding any date without a closing price)
(hereinafter the "Cap Conversion Price" provided
that this is subject to adjustment under
subparagraph (9) of this paragraph), the Cap
Conversion Price shall be taken as the
Shusei-adjusted Conversion Price.
(9) Chosei-adjustment If, after the issuance of the Convertible Bonds,
of the Conversion the Company makes a new issue of ordinary shares or
Price disposes of ordinary shares it holds as treasury
stock at the issue/disposal price which is below
the current market price (provided, however, that
this excludes the events where such issue/disposal
is caused by converting or exercising securities
which will or may be converted into ordinary shares
of the Company or a stock acquisition right
(including those attached to bonds with stock
acquisition rights) by which the holder may require
delivery of ordinary shares of the Company), the
Conversion Price will be adjusted in accordance
with the formula set out below (hereinafter the
"Chosei-adjustment Formula"). For the avoidance of
doubt, "the number of shares outstanding" shall be
the number obtained by subtracting any ordinary
shares in the Company held in treasury from the
Company's number of issued ordinary shares.
n x issue/disposal
price per share
N + ----------------------
CMP
NCP = OCP x -----------------------------
N + n
Where: the Conversion Price after such adjustment
NCP = the Conversion Price before such
adjustment
OCP = the number of shares outstanding
N = the number of shares to be newly issued/
disposed
n = the current market price
CMP
Also, an appropriate chosei adjustment will be made
to the Conversion Price in the event of a share
split or consolidation, or the issuance of
securities below the current market price which
will or may be converted into ordinary shares of
the Company or issues stock acquisition rights or
bonds with stock acquisition rights by which the
holder may require delivery of ordinary shares of
the Company. In the event that ordinary shares are
issued pursuant to a share split, the "number of
shares to be newly issued/disposed" as used in the
formula above shall not include the number of
ordinary shares of the Company to be allotted in
respect of the ordinary shares of the Company owned
by the Company as of the date of the shareholders'
allotment.
(10) Trigger events The Company does not specify the trigger events for
for cancellation cancellation.
of the Stock
Acquisition
Rights and terms
of cancellation
(11) First dividend With respect to dividends or cash distributions
after exercising (interim dividends) as set out in Article 293-5 of
the Stock the Commercial Code in relation to the ordinary
Acquisition Right shares delivered upon an Exercise Demand, the
Company will deem the Delivery of the ordinary
shares of the Company to be made on 1 April if the
Exercise Demand was made from 1 April to 30
September, and deems the Delivery of the ordinary
shares of the Company to be made on 1 October if
the Exercise Demand was made from 1 October to 31
March of the subsequent year, and will pay payments
accordingly.
For distribution of a surplus (Joyo kin) under the
Companies Code which was enacted on 29 June 2005
and will be executed within one and a half years
from its promulgation on 26 July 2005 (Kaisha Ho)
(number 86, 2005, hereinafter the "Companies Code")
(including distribution of cash as interim
dividends as set out in paragraph 5 of Article 454
of the Companies Code) the Company will treat the
ordinary shares of the Company which were Delivered
following an Exercise Demand under Stock
Acquisition Rights made on or before the record
date to decide the shareholders who have the right
to receive such distribution as the same as other
ordinary shares of the Company which were already
issued as of the said record date (other than
ordinary shares of the Company held by the
Company).
(12) Matters relating According to paragraphs 7 and 8, Clause 1 of
to substituted Article 341-3 of the Commercial Code, upon the
payment (daiyo exercise of a Stock Acquisition Right, a demand
haraikomi) shall be deemed to have been made for, in lieu of
redemption of the Bond, payment up of the full
amount which is required to be paid upon the
exercise of the Stock Acquisition Right, with
payment being deemed to have been made in
accordance with that demand.
(13) Location for Stock transfer agent (meigi kakikae dairinin)
lodging exercise
and demand
applications
The Sumitomo Trust & Banking Co., Ltd.
Stock Transfer Agency Department
(14) Agent locations Not applicable
for lodging
exercise and
demand
applications
7. Matters relating to the Bonds
(1) Total issue 110 billion yen
amount
(2) Denomination 500 million yen single type
(3) Interest rate The Bonds bear no interest.
(4) Redemption Price 100 yen per 100 yen par value (provided that in
case of redemption before maturity the redemption
price will be as set out in subparagraphs 5(2) to
(4) of this paragraph).
(5) Redemption method (1) The Bonds will be redeemed in whole on 13 March
and period 2009.
(2) In the event that a meeting of the shareholders of
the Company resolves to approve the Company
becoming a wholly-owned subsidiary of another
corporation by way of share-for-share exchange
(kabushiki-koukan) or share switch
(kabushiki-iten), the Company shall, on or before
the effective date of such event and upon giving
not more than 60 days' but not less than 30 days'
notice of such redemption to the Bondholders redeem
all of the then outstanding Bonds (partial
redemption prohibited) at the following price per
100 yen par value:
For the period from 16 March 2006 to 15 March 2007
102 yen
For the period from 16 March 2007 to 15 March 2008
101 yen
For the period from 16 March 2008 to 15 March 2009
100 yen
(3) (i) The Company may, at any time, redeem before
maturity all of the then outstanding Bonds (partial
redemption prohibited) at the following price per
100 yen par value:
For the period from 16 March 2006 to 15 June 2006
100.50 yen
For the period from 16 June 2006 to 15 July 2006
100.70 yen
For the period from 16 July 2006 to 15 August 2006
100.90 yen
For the period from 16 August 2006 101.10 yen and
so on plus 0.20 yen per month thereafter
(ii) When the Company redeems the Bonds before
maturity under subparagraph (3)(i) of this
paragraph, the Company shall give to the
Bondholders not less than 30 days' written notice
prior to the date of the redemption.
(4) (i) If the closing price (including the indicative
price) of the ordinary shares of the Company for
ordinary market transactions (futsuu torihiki) at
the Tokyo Stock Exchange falls short of the floor
conversion price as set out in paragraph 6(8) for
the ten consecutive trading days commencing at any
time on or after 15 June 2006 (excluding any date
without a closing price), the Bondholders shall
have the right to require the Company to redeem
prior to the maturity all or part of the Bonds held
by such Bondholders at 100 yen per 100 yen par
value.
(ii) A Bondholder who exercises the right set out
in subparagraph (4)(i) of this paragraph shall, by
two weeks prior to the required redemption date, on
the written form provided by the Company
(hereinafter the "Premature Redemption Request"),
specify the Bonds of which the Bondholder requires
early redemption, write the date of the request and
other information, sign and seal, and submit along
with the Convertible Bond certificate to the paying
agent for redemption proceeds (shoukankin shiharai
basho) (hereinafter the "Paying Agent For
Redemption Proceeds") set out in paragraph 12.
(iii) The request for premature redemption of the
Bonds shall become effective and irrevocable on
delivery of the documents for the request for
premature redemption to the Paying Agent For
Redemption Proceeds. Any Bondholder who has
submitted the documents for the request for
premature redemption may not subsequently revoke
the request.
(5) If the required redemption date falls on a bank
holiday, such date shall be moved to the preceding
business day.
(6) The Company may, at any time on or after the day
following the issue date, purchase the Convertible
Bonds and cancel the Bonds to which such
Convertible Bonds relate provided, however, that
the Company shall not cancel only the Stock
Acquisition Rights to which such Convertible Bonds
relate. In the event that the Company purchases and
cancels any Bonds, the Company shall waive the
corresponding Stock Acquisition Rights of the
relevant Convertible Bonds.
(6) Form of bond Bearer form.
certificate
Under Clause 4, Article 341-2 of the Commercial
Code (Shou Hou), Bonds and Stock Acquisition Rights
may not be transferred separately.
(7) Existence of any The Convertible Bonds are not subject to any
security / security or guarantee, and there is no asset
guarantee specially reserved for the Convertible Bonds.
(8) Financial For as long as any of the Convertible Bonds remain
restrictions outstanding, and if the Company creates any
(negative pledge security interest for the benefit of any domestic
restrictions convertible-bond-type-bonds with stock acquisition
rights issue in the future and after the issue of
the Convertible Bonds, the Company will create a
security interest at the same ranking for the
benefit of the Convertible Bonds in accordance with
Tanpo Tsuki Shasai Shintaku Hou.
Convertible-bond-type-bonds with stock acquisition
rights means bonds with stock acquisition rights as
set out in Article 341-2 of the Commercial Code in
relation to which the board of directors have
resolved under the paragraphs 7 and 8, Clause 1 of
Article 341-3 of the Commercial Code that upon the
exercise of a Stock Acquisition Right, a demand
shall be deemed to have been made by the Bondholder
for, in lieu of redemption of the whole amount of
the Bond, payment up of the full amount which is
required to be paid upon the exercise of the Stock
Acquisition Right, with payment being deemed to
have been made in accordance with that demand.
8. Existence of the The Convertible Bonds meet the conditions set out in the
bond management proviso clause of Article 297 of the Commercial Code and a
company bond management company (shasai kanri kaisha) is not
required to be established.
9. Ratings obtained None obtained.
10. Registered Not applicable
institutions
11. Financial agent Not applicable
12. Paying agent for Nippon Sheet Glass Company, Limited Financial Department
redemption
proceeds (place
of paying
redemption)
13. Existence of any None.
listing
application
14. Each of the provisions above is subject to the filing under the Securities
and Exchange Law (Shouken Torihiki Hou) becoming effective.
Notes
1. Purpose of the financing
(1) Purpose of the current financing
NSG plans to raise a net amount of approximately 109,050 million yen through the
issue of the Bonds for the Acquisition of Pilkington. In the event that the
acquisition does not proceed, NSG plans to cancel the issue of the Bonds or,
following the issue of the Bonds, to redeem them without their having been
converted.
(2) Change in the purpose of the previous financing
Not applicable.
(3) Prospective impact on the business of NSG
The Acquisition by the proposed method of financing does not impact on the
results for the current (March 2006) financial year, either on a consolidated or
standalone basis.
NSG will provide information regarding the impact on subsequent years when it
releases its accounts for the current period.
2. Shareholder distributions of profits etc.
(1) Basic policy on profit distribution
In relation to profit distribution, NSG's priority will be on enhancing its
internal reserves in preparation for future business development and
strengthening of its management base as well as maintaining a level of financial
health commensurate with business risk, with surplus funds on a cash flow basis
being distributed as dividends.
(2) Views on the determination of dividends
NSG's business segments are divided into businesses which are relatively stable,
such as the glass and construction materials businesses, and businesses which
are relatively high growth but whose environment is subject to rapid change,
such as the information electronics business. NSG anticipates that its business
results as a whole will be greatly influenced by the development and progress of
those businesses. Thus, for the profit dividend, NSG considers that it will wish
to pay dividends based on a comprehensive determination as to the appropriate
maintenance of its own capital ratio, the securing of internal reserves to cover
contingent risk and appropriate allocation for strategic investment. Regarding
the cash flows from Pilkington's business, the intention for the next two to
three years or so is to target the maintenance of financial health on a
consolidated basis by applying them to pay off Pilkington's UK borrowings.
The dividend per share for the preceding financial year is an interim dividend
of 3 yen and a final dividend of 3 yen.
In terms of the dividend per share for the current financial year, NSG is paying
an interim dividend of 3 yen.
(3) Distributions for the past three financial years
(Consolidated) 2003 2004 2005
Net profit/(loss) per share (7.17 yen) 7.19 yen 17.12 yen
ROE - 1.6% 3.7%
----------------- ----------- ------------ -----------
(Standalone) 2003 2004 2005
----------------- ----------- ------------ -----------
Net profit per share 1.61 yen 0.57 yen 3.79 yen
----------------- ----------- ------------ -----------
Annual dividend per share 3.00 yen 3.00 yen 6.00 yen
----------------- ----------- ------------ -----------
Payout ratio 185.84% 526.32% 158.19%
----------------- ----------- ------------ -----------
ROE 0.4% 0.1% 0.9%
----------------- ----------- ------------ -----------
DOE 0.8% 0.7% 1.4%
----------------- ----------- ------------ -----------
(Notes) (1) ROE in each financial period is the profit for the financial
period divided by shareholders' equity (average of the sums of
the initial and the final shareholders' equity of the financial
period).
(2) DOE in each financial period is the total annual dividend for
the financial period divided by shareholders' equity (average
of the sums of the initial and the final shareholders' equity
of the financial period).
3. Other information
(1) Information on the dilutive effect of latent stocks
Through the implementation of the current financing, it is anticipated that the
proportion of latent stocks as against the most recent total issued share
capital (as at 27 February 2006) will be 42.6%.
(Note) The proportion of latent stocks is the value obtained by dividing the
most recent total issued share capital by the number of shares which would be
newly issued upon the exercise of rights for all of the stock acquisition rights
attached to the Bonds at the initial Conversion Price. No calculations are given
for the proportion of latent stocks in the event of the exercise of all rights
at the Cap Conversion Price or the proportion of latent stocks in the event of
the exercise of all rights at the Floor Conversion Price, since the Cap and
Floor Conversion Prices are as yet undetermined.
(2) Status of equity financing in the last three financial years
(1) Status of equity financing
Issue of up to JPY convertible-bonds-type-bonds with stock acquisition rights
due 2011
Issue Price: 23,000,000,000 yen
Issue Date: 13 May 2004
Conversion Price: 542 yen
(2) Changes in stock price in the last three financial years
2003 2004 2005 2006
Opening price 461 yen 240 yen 411 yen 455 yen
Record price 541 yen 454 yen 480 yen 600 yen
Low price 194 yen 235 yen 327 yen 405 yen
Closing price 245 yen 409 yen 454 yen 484 yen
------ ---- -----------------------------------------
(Note) 1 Share price on 1st Section of the Tokyo Stock Exchange.
2 As at 24 February 2006 for the 2006 financial year.
4 Details and other information on the planned allottees
(1) Details of the planned allottees
+-------------------------------------+-----------------------------------+
|Name |Daiwa Securities SMBC Co.Ltd. |
+-------------------------------------+-----------------------------------+
|Allotted Bonds (face value) |77,000,000,000 yen |
+-------------------------------------+-----------------------------------+
|Amount of payment |77,000,000,000 yen |
+-------------------------------------+-----------------------------------+
+------------+------------------------+---------------------+-----------------------------------+
|Organisation|Head Office |8-1 Marunouchi | |
| | |1-chome, Chiyoda-ku, | |
| | |Tokyo | |
| +----------+-------------+---------------------+-----------------------------------+
| | |President |President and Representative |
| | | |Director |
| | | | |
| | | |Tatsuei Saito |
| +----------+-----------------------------------+-----------------------------------+
| | |Capital |205,600,000,000 yen (see footnote) |
| +----------+-----------------------------------+-----------------------------------+
| | |Business |Securities Business |
| +----------+-----------------------------------+-----------------------------------+
| | |Investment Ratio |60% by the Daiwa Securities Group |
| | | |(see footnote) |
| | | | |
| | | |40% by Sumitomo Mitsui Financial |
| | | |Group (see footnote) |
+------------+----------+-------------+---------------------+-----------------------------------+
|Relationship| Equity |Number of |- (see footnote) | |
|with NSG |Investment|shares in the| | |
| | |allottee held| | |
| | |by NSG | | |
| | +-------------+---------------------+-----------------------------------+
| | | |Number of shares in |234,000 shares (see footnote) |
| | | |NSG held by the | |
| | | |allottee | |
+------------+----------+-------------+---------------------+-----------------------------------+
+------------+-------------------------+----------------------------------+----------------------------------+
| |Business connections |Lead managing underwriter | |
| +-------------------------+----------------------------------+----------------------------------+
| | |Personnel connections |none |
+------------+-------------------------+----------------------------------+----------------------------------+
(Note) as at 24 February 2006
+-------------------------------------+-----------------------------------+
|Name |UBS AG London Branch |
+-------------------------------------+-----------------------------------+
|Allotted Bonds (face value) |33,000,000,000 yen |
+-------------------------------------+-----------------------------------+
|Amount of payment |33,000,000,000 yen |
+-------------------------------------+-----------------------------------+
+------------+-------------------------+----------------------------------+----------------------------------+
|Organisation|Head Office |1 Finsbury Avenue, London EC2M 2PP| |
| +-------------------------+----------------------------------+----------------------------------+
| | |President | Peter Wuffli (Chief Executive|
| | | | Officer)|
| +-------------------------+----------------------------------+----------------------------------+
| | |Capital |869,538,466 Swiss Franc (see |
| | | |footnote) |
| +-------------------------+----------------------------------+----------------------------------+
| | |Business |Investment Banking Business and |
| | | |Securities Business |
| +-------------------------+----------------------------------+----------------------------------+
| | |Investment Ratio |The Depository Trust Company |
| | | | |
| | | | (Cede & Co.), New York 5.8 (see |
| | | | footnote)|
+------------+-------------------------+----------------------------------+----------------------------------+
+------------+----------+-------------+---------------------+----------------------------------+
|Relationship| Equity |Number of |- (see footnote) | |
|with NSG |Investment|shares in the| | |
| | |allottee held| | |
| | |by NSG | | |
| | +-------------+---------------------+----------------------------------+
| | | |Number of shares in |- (see footnote) |
| | | |NSG held by the | |
| | | |allottee | |
| +----------+-------------+---------------------+----------------------------------+
| | |Business connections |none |
| +----------+-----------------------------------+----------------------------------+
| | |Personnel connections |none |
+------------+----------+-----------------------------------+----------------------------------+
(note) the information regarding the capital and the equity investment is as at
31 December 2005 and the information regarding the investment ratio is as at 31
December 2004.
(2) Other information
The allottees of the Bonds, Daiwa Securities SMBC Co.Ltd. and UBS AG London
Branch, agree that, except for sales of NSG stock which fall within the total
number of stock acquired through the exercise of stock acquisition rights and
which are of the same nature as that stock, they will not borrow NSG stock for
the purpose of selling short in relation to the purchase of the Bonds.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQAKOKBABKKNBB
Anz Bank 43 (LSE:85GQ)
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Anz Bank 43 (LSE:85GQ)
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