Isuzu 2006 Annual Report Download - page 36

34
Financial Section
Isuzu Motors Limited Annual Report 2006
No. of common stocks issued in exchange for
the acquisition of the Class-I preferred stocks =
Total value equal to paid-in amount of the Class-I Preferred Stocks
submitted by Shareholders asking for Acquisition
Acquisition Price
(iii) The Number of Common Stocks to be issued in exchange for the
Acquisition of the Class-I Preferred Stocks
The number of common stocks of the Company to be issued in
exchange for the acquisition of the Class-I preferred stocks shall be as
follows.
(3) Mandatory Acquisition
The Class-I preferred stocks which are not requested for acquisi-
tion during the period in which a request for acquisition 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
acquisition) 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-
ed price) in regular transactions of common stocks of the Company
at the Tokyo Stock Exchange during 30 business days (excluding days
without closing price) starting from the 45th business day preceding
the base date of Mandatory acquisition.
When the average price is lower than the floor acquisition price, the
Class-I preferred stocks shall become common stocks whose number is
obtained from dividing the amount equal to the amount paid per stock
of the Class-I preferred stock by the floor acquisition price. Also, when
the average price is more than the maximum acquisition price, they
shall become common stocks whose number is obtained from dividing
the amount equal to the amount paid per stock of the Class-I preferred
stocks by the maximum acquisition price.
The maximum acquisition price is equal to the initial acquisition
price (subject to “Adjustment of Acquisition Price” described in the
above (2)(ii)(c).
When fractions less than 1 are produced in calculating the above
number of common stocks, they shall be treated according to the
treatment specified in the Article 234 of the Company Law.
b) Outline of the Issue of Class-III Preferred Stock
(1) Preferred Dividend
Class-III preferred dividend shall be calculated according to the fol-
lowing formula. Class-III preferred dividend shall be calculated to four
places of decimals of less than yen and rounded off at the fourth
place of decimals. However, when the calculation result exceeds ¥80,
Class-III preferred dividend will be set at ¥80.
Class-III preferred dividend = ¥800× (Japanese Yen TIBOR+1.500%)
Any portion of dividend which exceeds the amount of the Class-III
preferred stocks shall not be paid to Class-III preferred shareholders
and Class-III preferentially registered stock pledgees.
(2) Right of Claim for Acquisition
(i) Period for Claiming Acquisition
Period for claiming the acquisition of the Class-III preferred stocks
shall be from October 1, 2010 to September 30, 2027.
(ii) Conditions for Acquisition
Shareholders of the Class-III preferred stocks can claim the common
stocks of the Company to be issued, whose number is obtained from
the equation (iii) below based on the per-share acquisition price of the
Class-I preferred stocks that is determined by a) (1) above, in exchange
for the Company’s acquiring the Class-I preferred stocks.
(a) Initial Acquisition Price
The average price of daily closing prices (including quoted price) in
regular transactions of common stocks of the Company at the Tokyo
Stock Exchange during 30 business days (excluding days without clos-
ing price) starting from 45th business day preceding the first day of
period for claiming acquisition (calculated to the first decimal point
and then rounded up the first decimal point and then rounded up.)
(b) Revision of Acquisition Price
Acquisition price is revised to the average price (excluding days with-
out closing price) of daily closing prices (including quoted price) in
regular transactions of common stocks of the Company at the Tokyo
Stock Exchange during 30 business days starting from 45th business
day preceding the date of revision of acquisition price (hereinafter re-
ferred to as actual value calculation period respectively) on October 1
every year from October 1, 2011 to September 30, 2027 (hereinafter
referred to as the date of revision of acquisition price respectively).
(Revised acquisition price shall be calculated to the first decimal point
and then rounded up. In addition, if during the actual value calcula-
tion period, a revision specified in (c) below becomes necessary, the
average price shall be revised to an amount judged appropriate by the
Board of Directors in accordance with (c).). However, after the above
calculation, when the revised acquisition price is below the price equal
to 50% of the initial acquisition price (calculated to the first decimal
point and then rounded up, hereinafter referred to as floor acquisi-
tion price and revised according to (c).), the floor acquisition price shall
be treated as the revised acquisition price. Also after the above cal-
culation, when the revised acquisition price is above the price equal
to 200% of the initial acquisition price (calculated to the first decimal
point and then rounded up, hereinafter referred to as the maximum
acquisition price and revised according to (c).), the maximum acquisi-
tion price shall be treated as the revised acquisition price.