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Sony Corporation
Sony Corporation
11/14/2012 | Press release
Announcement on Determination of Terms of Issue, etc., of Zero Coupon Convertible Bonds due 2017
distributed by noodls on 11/14/2012 16:03
News & Information
1-7-1 Konan, Minato-ku
Tokyo 108-0075 Japan
No. 12-170E November 14, 2012
Announcement on Determination of Terms of Issue, etc., of
Zero Coupon Convertible Bonds due 2017
Sony Corporation hereby announces the determination of the terms of issue and certain other matters, in addition to those terms that were already determined as follows, in respect of the issuance of Zero Coupon Convertible Bonds due 2017 (bonds with stock acquisition rights (tenkanshasaigata shinkabu yoyakuken-tsuki shasai)) (the "Bonds with Stock Acquisition Rights", of which the Bonds and the Stock Acquisition Rights are to be hereinafter referred to as the "Bonds" and the "Stock Acquisition Rights", respectively). The issuance was determined pursuant to the decision of the Representative Corporate Executive Officer, President & CEO of Sony Corporation on November 14, 2012, upon a delegation by a resolution of the Board of Directors of Sony Corporation in a meeting held on October 31, 2012:
Description
Matters relating to the Stock Acquisition Rights
(1) The price of the asset to be contributed upon exercise of the
Stock Acquisition Rights
Equal to the principal
amount of the Bonds
|
(2) |
Conversion price (Reference) |
¥957 |
|
Share price, etc. on the pricing date (November 14, 2012) (i) Share price (closing price) on the Tokyo Stock Exchange |
¥870 |
|
|
(ii) Conversion premium [{(Conversion price)/(Share price (closing price))- 1}×100] |
10.00% |
This press release is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive") and/or Part VI of the Financial Services and Markets Act 2000. A prospectus will be prepared and made available to the public in accordance with the Directive. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus. The prospectus, when published, will be available on the website of the London Exchange.
This press release does not constitute or form a part of any offer of securities for sale in the United States or elsewhere. The securities referred to above have not been and will not be registered under the U.S. Securities Act of
1933 (the "Securities Act") or any relevant securities law of any state, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) absent registration or an exemption from the registration requirements under the Securities Act. No public offering of the securities will be made in the United States.
(Reference) Outline of the Zero Coupon Convertible Bonds due 2017
(1) Aggregate amount of issue (aggregate principal amount) of the Bonds
(2) Date of determination for the issuance
(3) Allotment date of the Stock Acquisition Rights and closing date of the Bonds
(4) Period during which the Stock Acquisition Rights are exercisable
¥150 billion plus an aggregate principal amount of the Bonds in respect of replacement certificates of the Bonds with Stock Acquisition Rights that may be issued against appropriate evidence and indemnity in case of loss, theft or destruction of any certificate of the Bonds with Stock Acquisition Rights.
November 14, 2012
November 30, 2012 (London time; unless otherwise indicated, hereinafter the same shall apply)
At any time during the period from and including December
14, 2012 up to, and including, 3:00 p.m. on November 16,
2017. Provided, however, that such exercise is subject to any of the limitations on the duration set forth in the Terms and Conditions of the Bonds with Stock Acquisition Rights.
(5) Maturity date November 30, 2017
(6) Information on Dilutive
Shares
Due to the issuance of the Bonds with Stock Acquisition Rights, the ratio of the residual securities to the current total number of issued shares as of September 30, 2012 would be
15.60%.
(Note) The ratio is calculated by dividing the number of the shares to be issued when all Stock Acquisition Rights are exercised at the initial conversion price, by the current total number of issued shares.
This press release is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive") and/or Part VI of the Financial Services and Markets Act 2000. A prospectus will be prepared and made available to the public in accordance with the Directive. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus. The prospectus, when published, will be available on the website of the London Exchange.
This press release does not constitute or form a part of any offer of securities for sale in the United States or elsewhere. The securities referred to above have not been and will not be registered under the U.S. Securities Act of
1933 (the "Securities Act") or any relevant securities law of any other state, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) absent registration or an exemption from the registration requirements under the Securities Act. No public offering of the securities will be made in the United States.
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