Isuzu 2003 Annual Report Download - page 30

ISUZU MOTORS LIMITED ANNUAL REPORT 2003
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during 30 business 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 conver-
sion price, the Class II preferred stocks shall become
common stocks whose number is obtained from dividing
the amount equal to the amount paid per stock of the
Class II preferred stock by the floor conversion price.
Also, when the average price is more than the initial
conversion price, they shall become common stocks
whose number is obtained from dividing the amount
equal to the amount paid per stock of the Class II preferred
stocks by the initial conversion price.
The maximum conversion price is equal to the initial
conversion price (subject to “Adjustment of Conversion
Price” described in (2) (ii) (c) on the previous page.)
When fractions less than 1 are produced in calculating
the above number of common stocks, they shall be
treated according to the treatment of the reverse split of
stocks stipulated in the Commercial Code.
c) Outline of the Issue of Class III Preferred Stock
(1) Preferred Dividends
Class III preferred dividend shall be calculated according
to the following 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 x (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 regis-
tered pledges.
(2) Conversion Contract Right
(i) Period for Claiming Conversion
Period for claiming the conversion of the Class III preferred
stocks shall be from October 1, 2010 to September 30, 2027.
(ii) Conditions for Conversion
The Class III 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
This is equal to the average price of daily closing prices
(including quoted price) in regular transactions of com-
mon stocks of the Company at the Tokyo Stock
Exchange during 30 business days (excluding days with-
out closing price) starting from the 45th business day
preceding the first day of the period for claiming conver-
sion (calculated to the first decimal point and then
rounded up.)
(b) Revision of Conversion Price
Conversion price is revised to the average price (excluding
days without 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 the 45th
business day preceding the date of revision of conversion
price (hereinafter referred to as actual value calculation
period) on October 1 every year from October 1, 2011 to
September 30, 2027 (hereinafter referred to as the date
of revision of conversion price.) (Revised conversion
price shall be calculated to the first decimal point and
then rounded up. In addition, if during the actual value
calculation period, a revision specified in (c) below be-
comes 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 calcu-
lation, when the revised conversion price is below the
price equal to 50% of the initial conversion price (calcu-
lated 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. Also after the
above calculation, when the revised conversion price is
above the price equal to 200% of the initial conversion
price (calculated to the first decimal point and then
rounded up, hereinafter referred to as the maximum con-
version price and revised according to (c),) the maximum
conversion price shall be treated as the revised conver-
sion price.
(c) Adjustment of Conversion Price
After the issue of Class III preferred stocks, if any of the following applies, the conversion price shall be adjusted by
the formula below (hereinafter referred to as the formula for the adjustment of conversion price.) In this formula, fig-
ures shall be calculated to the first decimal point and then rounded up.
Adj. conver. price =
Pre-adjust conver. price x
No. of issued common stocks + No. of new common stocks x Amount paid per new stock
Market value per stock
No. of issued common stocks + No. of new common stocks