Isuzu 2006 Annual Report Download - page 37

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Isuzu Motors Limited Annual Report 2006
(c) Adjustment of Acquisition Price
After the issue of Class-III preferred stocks, if any of the followings
applies, the acquisition price shall be adjusted by the formula below
(iii) The Number of Common Stocks to be issued in exchange for the
Acquisition of the Class-III Preferred Stocks
(3) Mandatory Acquisition
The Class-III 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-
III 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-III 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-III 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-III preferred stocks by the maximum acquisition price.
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.
c) Outline of the Issue of Class-IV Preferred Stock
(1) Preferred Dividend
Amount of preferred dividend per share (hereinafter referred to as
“Class-IV preferred dividend”) shall be calculated according to the
following formula. Class-IV 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-IV preferred dividend will be set at ¥80.
Class-IV preferred dividend = ¥800× (Japanese Yen TIBOR+2.000%)
When there is a residual profit after the Class-IV preferred divi-
dend is paid, dividend of surplus can be paid to ordinary sharehold-
ers or ordinarily registered stock pledgees it becomes equal to Class-IV
preferred dividend. Also when dividend of surplus is paid concern-
ing the residual profit, the same amount of money per stock shall be
paid to the Class-IV preferred shareholders or preferentially registered
stock pledgees and ordinary shareholders or ordinarily registered stock
pledgees.
(2) Right of Claim for Acquisition
(i) Period for Claiming Acquisition
Period for claiming the acquisition of the Class-IV preferred stocks
shall be from October 1, 2012 to September 30, 2032.
(ii) Conditions for Acquisition
Shareholders of the Class-IV 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.)
(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, 2013 to September 30, 2032 (hereinafter
referred to as the date of revision of acquisition price respectively).
(hereinafter referred to as formula for the adjustment of acquisition
price). In this formula, figures shall be calculated to the first decimal
point and then rounded up.
The number of common stocks of the Company to be issued in ex-
change for the acquisition of the Class-III preferred stocks shall be as
follows.
No. of new and disposal common stocks x Amount paid per share
Market value per share
No. of issued common stocks +
Adj. acquisition price = Pre-adjust acquisition price x
No. of issued common stocks + No. of new common stocks
No. of common stocks issued in exchange for
the acquisition of the Class-III preferred stocks =
Total value equal to paid-in amount of the Class-III Preferred Stocks
submitted by Shareholders asking for Acquisition
Acquisition Price