Isuzu 2005 Annual Report Download - page 28

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Isuzu Motors Limited Annual Report 2005
class of the preferred stock shall be made according to the same order
of priority.
a) Outline of the Issue of Class-I Preferred Stock
(1) Preferred Dividend
Class-I preferred dividend shall be calculated according to the follow-
ing formula. Class-I preferred dividend shall be calculated to four plac-
es of decimals of less than yen and rounded off at the fourth place of
decimals. However, when the calculation result exceeads ¥80, Class-I
preferred dividend will be set at ¥80.
Class-I preferred dividend=¥800× (Japanese Yen TIBOR+0.750%)
Any portion of dividend which exceeds the amount of the Class-I
preferred stocks shall not be paid to Class-I preferred shareholders
and Class-I preferentially registered pledges.
(2) Conversion Contract Right
(i) Period for Claiming Conversion
Period for claiming the conversion of the Class-I preferred stocks shall
be from October 1, 2006 to September 30, 2022.
(ii) Conditions for Conversion
The Class-I preferred stocks can be converted to the common stocks
of the Company at the per-share converting values specified below
from (a) to (c).
(a) Initial Conversion Price = ¥54
(b) Revision of Conversion Price
Conversion price is revised to the average price on October 1 every
year from October 1, 2007 to September 30, 2022 (hereinafter re-
ferred to as the date of revision of conversion price respectively) when
the average price (excluding days without closing price) of daily clos-
ing prices (including quoted price) in regular transactions of common
stocks of the Company at the Tokyo Stock Exchange the Tokyo Stock
Exchange. during 30 business days starting from 45th business day
preceding the date of revision of conversion price (hereinafter referred
to as actual value calculation period respectively) is below the initial
conversion price (revised conversion price shall be calculated to the
first decimal point and then rounded up. In addition, if during the ac-
tual value calculation period, a revision specified in (c) below has to be
necessary, the average price shall be revised to an amount judged ap-
propriate by the Board of Directors in accordance with (c). However,
when after calculation, the revised conversion price is below the price
equal to 70% of the initial conversion price (calculated to the first
decimal point and then rounded up, hereinafter referred to as floor
conversion price and revised according to (c).), the floor conversion
price shall be treated as the revised conversion price.
(c) Adjustment of Conversion Price
After the issue of Class-I preferred stocks, if any of the followings
applies, the conversion price shall be adjusted by the formula below
(hereinafter referred to as formula for the adjustment of conversion
price). In this formula, figures shall be calculated to the first decimal
point and then rounded up.
(3) Mandatory Conversion
The Class-I preferred stocks which are not requested for conver-
sion during the period in which a request for conversion is possible
shall become common stocks on the day determined by the Board
of Directors’ Meeting which is held on the next day of the last day of
the said period (hereinafter referred to as the base date of Mandatory
conversion) and the number of the common stocks is obtained from
dividing the amount equal to the amount paid per stock of the Class-
I preferred stocks by the average price (calculated to the first decimal
point and then rounded up) of the daily closing price (including quot-
No. of issued common stocks No. of new common stocks Amount paid per new stock
Pre-adjust conver. price Market value per stock
No. of issued common stocks No. of new common stocks
Adj. conver. price
x
+
x
+
=
(iii)The Number of Common Stocks to be issued through Conversion
The number of common stocks of the Company to be issued through the conversion of the Class-I preferred stocks shall be as follows.
When fractions less than 1 are produced in calculating the number of common stocks to be issued, they shall be dropped.
Total Amount of Issue Price of Class- I Preferred Stocks submitted by
No. of common stocks Shareholders for asking Conversion
issued thru conversion Conversion Price
=
ed price) in regular transactions of common stocks of the Company at
the Tokyo Stock Exchange the Tokyo Stock Exchange. during 30 busi-
ness days (excluding days without closing price) starting from the 45th
business day preceding the base date of Mandatory conversion.
When the average price is lower than the floor conversion price,
the Class-I preferred stocks shall become common stocks whose num-
ber is obtained from dividing the amount equal to the amount paid
per stock of the Class-I preferred stock by the floor conversion price.
Also, when the average price is more than the maximum conversion