This is to announce that SOFTBANK CORP. (the “Company”)’s Board of Directors resolved to issue Stock Acquisition Rights by third party allotment at the board meeting held on May 27, 2004 in the following manner
The purpose of the issuance is to secure working capital for the Company’s broadband business and to strengthen its equity capital base. Specific amounts will be determined in light of the circumstances under which the payments are made upon exercise of the rights.
8,000,000 shares of common stock of the Company
(100 shares per each Stock Acquisition Right)
However, the number of shares will be subject to the adjustment provided under (22) below.
80,000 units
20,750 yen per unit (207.50 yen per share)
1,660,000,000 yen
Third party allotment
JAPAN TELECOM HOLDINGS L.P.; 80,000 units
Monday, June 14, 2004 through Monday, June 21, 2004
Tuesday, June 22, 2004
Wednesday, June 23, 2004
The payment of initial dividend payable on the newly issued shares of the Company that are issued as a result of the exercise of the Stock Acquisition Rights shall be made considering as if the exercise of the Stock Acquisition Rights were effective as of the last day of the fiscal year immediately before the year when the Stock Acquisition Rights are exercised and the payment for such exercise is confirmed at the payment location.
470,000 yen per unit
(4,700 yen per share)
However, the amount will be subject to the adjustment provided under (22) below.
37,600,000,000 yen
490,750 yen per unit (4,907.50 yen per share)
39,260,000,000 yen
19,632,000,000 yen
(245,400 yen per unit, 2,454 yen per share)
In the event of the adjustment provided under (22) below takes effect, the amount capitalized shall be the issue price of the shares post adjustment multiplied by 1/2. Any odd amounts under 1 yen shall be rounded up.
July 27, 2004 through November 30, 2004
Any Stock Acquisition Rights under one unit shall not be exercisable. Other conditions of exercise shall require the approval of board of directors of the Company.
In the event where the Company does not acquire all issued and outstanding common shares of JAPAN TELECOM CO., LTD. by November 16, 2004, the Company shall be able to cancel the Stock Acquisition Rights from time to time by the resolution of the Board of Directors, with payment of an amount equivalent to the amount of issuance price provided under (3) above to the holder of the Stock Acquisition Rights.
Any transfer of the Stock Acquisition Rights shall require the approval of Board of Directors of the Company.
The base share price shall be set at the closing price of common shares of the Company on May 24, 2004 as traded on the First Section of the Tokyo Stock Exchange. The Company has used the swap rate with a similar maturity to the period remaining in the exercise period, and for volatility, it has used 40% after considering market conditions and the level applicable to companies pursuing comparable businesses. The calculation was conducted based on the Black-Scholes option pricing model using the aforementioned assumptions to arrive at a 20,750 yen issuance price for each Stock Acquisition Right (207.50 yen per share).
Head office of the Company
In the event the Company decides to conduct a stock split or a stock consolidation, of the Stock Acquisition Rights that are not exercised at the time of the stock split or stock consolidation, the target stocks of the Stock Acquisition Rights shall be adjusted by the following formula. Any odd lots under one right shall be rounded off.
In the event the Company decides to issue new shares or divest its treasury stock (excluding any exercise of warrants or Stock Acquisition Rights, and/or warrants attached to warrant bonds) at a price below the price of the stock split, stock consolidation or the market price after the issuance of the Stock Acquisition Rights, the exercise price per share shall be adjusted using the following formula, and any amounts under 1 yen shall be rounded up to the nearest yen. Moreover, in the event the Company (1) issues securities that are convertible to the common shares of the Company at a price below market value, (2) issue Stock Acquisition Rights or securities with Stock Acquisition Rights that result in the issuance or transfer of the common shares of the Company at a price below market value, (3) in the event it becomes necessary to adjust the exercise price due to a capital decrease, merger or corporate division, (4) other than the above, in the event it becomes necessary to adjust the exercise price per share owing to the occurrence of an event that may result in a change or possible change in the number of outstanding shares in issuance, the exercise price per share may be adjusted within the scope deemed necessary and reasonable.
The “number of outstanding shares in issuance” provided above in the formula is derived by deducting the total number of treasury stock that the Company owns from the total number of outstanding shares in issuance. In the event the Company decides to divest a part of its treasury stock, the “number of new shares issued” shall be replaced by the “number of treasury stock to be divested” and “share price before the new share issuance” with “share price before the divesture”.
| Issue date | December 30, 2003 |
|---|---|
| Number of shares issued | 14,500,000 shares |
| Issue price | 3,358 yen |
| Amount of capital increase | 48,680 million yen |
| Capital after the increase | 162,303 million yen |
| Total issue amount | 50,000 million yen |
|---|---|
| Initial conversion price | 6,498 yen |
| Payment date | December 30, 2003 |
| Total issue amount | 50,000 million yen |
|---|---|
| Initial conversion price | 5,957 yen |
| Payment date | December 30, 2003 |
| Total issue amount | 50,000 million yen |
|---|---|
| Initial conversion price | 5,488 yen |
| Payment date | December 30, 2003 |
| March 2002 | March 2003 | March 2004 | March 2005 | |
|---|---|---|---|---|
| Opening price | 4,700 yen | 2,385 yen | 1,360 yen | 4,990 yen |
| High | 5,670 yen | 2,485 yen | 7,370 yen | 5,760 yen |
| Low | 1,542 yen | 827 yen | 1,261 yen | 3,310 yen |
| Closing price | 2,375 yen | 1,380 yen | 4,870 yen | 4,130 yen |
| PE Multiple | N/A | N/A | N/A |
| Thursday, May 27, 2004 | Board resolution to issue Stock Acquisition Rights File securities report |
|---|---|
| Friday, May 28, 2004 | Public notice of the board resolution to issue Stock Acquisition Rights |
| Saturday, June 12, 2004 | Securities report filing takes effect |
| Monday, June 21, 2004 | Application period |
| Tuesday, June 22, 2004 | Payment date |
| Wednesday, June 23, 2004 | Stock Acquisition Rights allotment date |
| Name of the third party | JAPAN TELECOM HOLDINGS L.P. | JAPAN TELECOM HOLDINGS L.P. |
|---|---|---|
| Number of Stock Acquisition Rights to be allotted | 80,000 rights | 80,000 rights |
| Amount payable: | 1,660,000,000 yen | 1,660,000,000 yen |
| Information pertaining to the third party | Address | P.O.Box 908 George Town, Grand Cayman Cayman Islands |
| Name of representative | [Christopher Menetian], Director | |
| Amount of capital | - | |
| Nature of business | Investment | |
| Major shareholder | - |
| Capital relationship | N/A |
|---|---|
| Trading relationship | N/A |
| Human relationship | N/A |
JAPAN TELECOM HOLDINGS L.P. is a limited partnership and thus entries regarding its capital and major shareholders have been omitted.
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