UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
Report of Foreign Private Issuer
Pursuant to Rule
13a-16
or
15d-16
under the
Securities Exchange Act of 1934
For the month of January 2018
Commission File Number
1-8910
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(Translation of registrant’s name into English)
OTEMACHI FIRST SQUARE, EAST TOWER
5-1,
OTEMACHI
1-CHOME
CHIYODA-KU,
TOKYO
100-8116
JAPAN
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F.
Form
20-F ☒
Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by
Regulation
S-T
Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by
Regulation
S-T
Rule 101(b)(7):
NOTICE REGARDING THE RESULTS OF TENDER OFFER FOR SHARE REPURCHASE BY NTT DOCOMO, INC. AND RECORDING AN
EXTRAORDINARY GAIN ON NTT’S
NON-CONSOLIDATED
FINANCIAL STATEMENTS
On January 16,
2018, the registrant filed with the Tokyo Stock Exchange a notice regarding the results of the tender offer for share repurchase by NTT DOCOMO, INC. and recording an extraordinary gain on NTT’s
non-consolidated
financial statements. Attached is an English translation of the notice filed with the Tokyo Stock Exchange.
The information included herein contains forward-looking statements. The registrant desires to qualify for the “safe-harbor”
provisions of the Private Securities Litigation Reform Act of 1995, and consequently is hereby filing cautionary statements identifying important factors that could cause the registrant’s actual results to differ materially from those set forth
in the attachment.
The registrant’s forward-looking statements are based on a series of assumptions, projections, estimates,
judgments and beliefs of the management of the registrant in light of information currently available to it regarding the registrant and its subsidiaries and affiliates, the economy and telecommunications industry in Japan and overseas, and other
factors. These projections and estimates may be affected by the future business operations of the registrant and its subsidiaries and affiliates, the state of the economy in Japan and abroad, possible fluctuations in the securities markets, the
pricing of services, the effects of competition, the performance of new products, services and new businesses, changes to laws and regulations affecting the telecommunications industry in Japan and elsewhere, other changes in circumstances that
could cause actual results to differ materially from any future results that may be derived from the forward-looking statements, as well as other risks included in the registrant’s most recent Annual Report on Form
20-F
and other filings and submissions with the United States Securities and Exchange Commission.
No
assurance can be given that the registrant’s actual results will not vary significantly from any expectation of future results that may be derived from the forward-looking statements included herein.
The attached material is a translation of the Japanese original. The Japanese original is authoritative.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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NIPPON TELEGRAPH AND TELEPHONE CORPORATION
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By
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/s/ Takashi Ameshima
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Name: Takashi Ameshima
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Title: Vice President
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Investor Relations Office
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Date: January 16, 2018
January 16, 2018
Company Name: Nippon Telegraph and Telephone Corporation
Representative: Hiroo Unoura, President and Chief Executive Officer
(Code No.: 9432, First section of Tokyo Stock Exchange)
Notice regarding the Results of Tender Offer for Share Repurchase by NTT DOCOMO, INC. and
Recording an Extraordinary Gain on NTT’s
Non-Consolidated
Financial Statements
NTT DOCOMO, INC. (“NTT DOCOMO”), a subsidiary of Nippon Telegraph and Telephone Corporation (“NTT”), conducted a tender
offer for the repurchase of its shares from December 12, 2017 through January 15, 2018. For more details, please see the attached release by NTT DOCOMO.
Of the NTT DOCOMO common shares that NTT holds, NTT tendered, and NTT DOCOMO repurchased, 74,599,000 shares. As a result, NTT expects to
record an extraordinary gain of 199.7 billion yen (gain on sale of investments in affiliated companies) in its
non-consolidated
financial statements.
*There has been no change to the consolidated financial forecasts and
non-consolidated
financial
forecasts previously announced on December 11, 2017 under the release entitled, “Notice regarding the Revision of
Non-Consolidated
Financial Forecasts”.
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For further inquiries, please contact:
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Takayuki Kimura or Tatsuya Watanabe
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Investor Relations Office
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Finance and Accounting Department
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Nippon Telegraph and Telephone Corporation
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Phone:
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+81-3-6838-5481
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Fax:
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+81-3-6838-5499
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NTT DOCOMO, INC.
President and CEO: Kazuhiro Yoshizawa
Tokyo Stock Exchange: 9437
New York
Stock Exchange: DCM
January 16, 2018
Notice of the Result of the Tender Offer for Repurchase of Shares
NTT DOCOMO, Inc. (“the Company”) resolved at a meeting of the Board of Directors on December 11, 2017 to repurchase the treasury
stock by means of a Tender Offer (the “Tender Offer”), using the acquisition method specified under Article 156, Paragraph 1 of the Companies Act, as applied pursuant to the provisions of Article 165, Paragraph 3 of the same Act, and the
provisions of the Company’s Articles of Incorporation, and has implemented the “Tender Offer” since December 12, 2017. The “Tender Offer” was completed on January 15, 2018. Details are set forth below. With respect to
the Company’s acquisition of treasury stock (through repurchases on the market) after the completion of the Tender Offer, the Company will make such repurchases in accordance with the Company’s notice disclosed on December 11, 2017.
1. Summary of the purchases
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(1)
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Name and address of the Tender Offeror
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NTT DOCOMO,
Inc. 2-11-1,
Nagatacho,
Chiyoda-ku,
Tokyo, Japan
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(2)
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Class of listed shares to be repurchased
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Common shares
A. Tender offer period
From Tuesday, December 12, 2017 to Monday, January 15, 2018 (20 business days)
B. Date of public notice of the commencement of the Tender Offer
Tuesday, December 12, 2017
2,681 yen per common share of common stock
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A.
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Name and head office address of financial instruments business operator, bank, or other institution in charge of settlement of the Tender Offer
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Nomura Securities Co., Ltd.
1-9-1,
Nihonbashi,
Chuo-ku,
Tokyo
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B.
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Settlement commencement date
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Tuesday, February 6, 2018
Notification of the purchases under the tender offer will be sent to the
address of those who consent to offers for purchases or offer for sales (“Tendering Shareholders”) (or the standing proxy for foreign shareholders) after the conclusion of the tender offer period without delay.
Purchases will be settled in cash. Tendering Shareholders will be able to receive the purchase amount for the tender offer, less applicable
withholding taxes (see note), by wire transfer or other method as instructed by the tendering shareholder without delay after the settlement commencement date (wire transfer fees may apply).
Note: Taxes on shares purchased under the tender offer
* Please make any decisions after consulting a tax advisor or other professional about specific tax questions.
1
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(a)
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Tax treatment for individual shareholders tendering shares under the tender offer
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(i)
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For Tendering Shareholders who are residents, or
non-residents
with a permanent establishment in Japan
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When the amount of money received for accepting the tender offer exceeds the amount of the portion of the Company’s
capital (or for a consolidated corporation, its consolidated individual stated capital) attributable to the shares that are the basis for that payment (when the
per-share
purchase amount is greater than the
per-share
amount of capital), the amount in excess will be deemed a dividend and taxed accordingly. Furthermore, the amount derived after deducting the amount deemed to be a dividend from the amount received for
accepting the tender offer will be deemed income from the transfer of shares. When there is no amount deemed to be a dividend (when the
per-share
purchase amount is less than the
per-share
amount of capital) the entire amount received will be transfer income.
The amount deemed to be a dividend is subject to a withholding of 20.315% (15.315% for income tax and special income tax for
reconstruction and 5% for resident tax) (There will be no special withholding of the 5% resident tax for
non-residents
with a permanent establishment in Japan). However, if the shareholder is considered a
principal shareholder as defined in Order for Enforcement of the Act on Special Measures Concerning Taxation, the withholding is 20.42% (income tax and special income tax for reconstruction only). As a general rule, the amount after deducting the
cost of acquiring the shares from the transfer income is subject to declared separate income taxes.
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(ii)
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For Tendering Shareholders who are
non-residents
without a permanent establishment in Japan
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The amount deemed to be a dividend will be subject to withholding of 15.315% (income tax and special income tax for
reconstruction only). If the shareholder is considered a principal shareholder, the withholding will be 20.42% (income tax and special income tax for reconstruction only). As a general rule, income arising from the transfer will not be subject to
taxation.
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(b)
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For corporate shareholders, when the amount of money received for accepting the tender offer exceeds the amount of the portion of the Company’s capital (or for a consolidated corporation, its consolidated
individual stated capital) attributable to the shares that are the basis for that payment, the amount of this excess will be deemed a dividend. As a general rule, the portion deemed to be a dividend is subject to withholding of 15.315% (income tax
and special income tax for reconstruction only).
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A foreign shareholder who wishes to receive an income tax reduction or
exemption for such deemed dividends pursuant to an applicable tax treaty should submit the tax treaty application form with the tender offer application form when applying to the tender offer.
2. Results of the Tender Offer
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(1)
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Number of shares purchased
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Share class
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Anticipated number of
shares to be purchased
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Number of excess shares to
be purchased
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Number of shares
tendered
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Number of shares to be
repurchased
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Common
shares
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93,248,787 shares
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0 shares
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75,678,037 shares
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75,678,037 shares
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(2)
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Calculation method where proportional allocation is used
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Not applicable.
2
3. Locations for Examination of Copies of the Tender Offer Report
NTT DOCOMO,
Inc. 2-11-1,
Nagatacho,
Chiyoda-ku,
Tokyo, Japan
Tokyo Stock Exchange, Inc.
2-1
Nihonbashi Kabutocho,
Chuo-ku,
Tokyo, Japan
(Reference) Resolution Adopted by the Board of Directors on October
26, 2017
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(1)
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Class of shares to be purchased: Common shares
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(2)
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Aggregate number of shares to be repurchased: Up to 120,000,000 shares
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(equal to 3.24% of
total issued shares (excluding treasury shares) as of October 26, 2017)
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(3)
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Aggregate price of shares to be repurchased: Up to 300,000,000,000 yen
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(4)
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Period of share repurchase: From October 27, 2017 to March 31, 2018
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3
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