Isuzu 2004 Annual Report Download - page 29

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Isuzu Motors Limited Annual Report 2004
(5) Other conditions for the exercise of the Stock Acquisition Rights:
If the Bonds are redeemed prior to maturity pursuant to Item 15(2)
or (3), or if the Bonds become due and repayable, the Stock
Acquisition Rights shall not be exercised after the redemption date
or the date when the Bonds become due and repayable. In the
case where the Company redeems the Bonds prior to maturity by
request of the holders of the Bonds with Stock Acquisition Rights
provided for in Item 15(4), the Stock Acquisition Rights shall not be
exercised after the certificate of the Bonds with Stock Acquisition
Rights (in the case of an early redemption of the registered Bonds
in respect of Bonds with Stock Acquisition Rights, Early
Redemption Request Form) has been submitted to the place of
payment of redemption described in Item 18. In addition, no Stock
Acquisition Right may be exercised in part only.
(6) Events and conditions of the cancellation of the Stock Acquisition
Rights:
None.
(7) Amount to be paid upon exercise of the Stock Acquisition Rights:
(i) The amount to be paid upon exercise of one (1) Stock Acquisition
Right shall be equal to the issue price of each Bond.
(ii) The amount to be paid per share upon exercise of the Stock
Acquisition Rights shall initially be 216 yen (hereinafter referred to
as the “Conversion Price”).
(8) Amount which is not transferred to stated capital out of the issue
price of a share to be issued upon exercise of the Stock Acquisition
Rights:
The amount which is not transferred to stated capital out of the
issue price of a share to be issued upon exercise of the Stock
Acquisition Rights shall be the amount of the relevant issue price
reduced by the amount to be transferred to stated capital. The
amount to be transferred to stated capital shall be the relevant
issue price multiplied by 0.5, with any fraction less than one yen
being rounded up.
(9) Revisions to the Conversion Price:
After the Bonds with Stock Acquisition Rights have been issued,
the Conversion Price after the immediately following trading day of
the third Friday of each month (hereinafter referred to as the
“Setting Date”), shall be revised to an amount equivalent to 90% of
the average of the daily closing prices (including the quotation
prices) of shares of common stock of the Company (regular
manner) (rounded down to the first decimal place; hereinafter
referred to as the “Revised Conversion Price”) for five (5)
consecutive trading days on the Tokyo Stock Exchange, Inc. up to
and including the Setting Date (however, the day on which there is
no closing price shall be excluded and if the Setting Date is not a
trading day, five (5) consecutive trading days up to and including
the trading day immediately preceding the Setting Date; hereinafter
referred to as the “Market Price Calculation Period”.). In the case
where adjustment events of the Conversion Price provided for in
(10) below occur during the Market Price Calculation Period, the
Revised Conversion Price shall be adjusted to a price which the
Company determines to be appropriate pursuant to these Terms
and Conditions of the Bonds with Stock Acquisition Rights;
provided, however, that if the Revised Conversion Price is below
¥108 as a result of the revision made hereunder (hereinafter
referred to as the “Floor Conversion Price”; however, it is subject to
the adjustment provided for in (10) below), the Revised Conversion
Price shall be the Floor Conversion Price, and if the Revised
Conversion Price is above ¥432 (hereinafter referred to as the
“Maximum Conversion Price”; however, it is subject to the
adjustment provided for in (10) below), the Revised Conversion
Price shall be the Maximum Conversion Price.
(10) Adjustments to the Conversion Price:
The Conversion Price shall be adjusted in accordance with the
formula below, in the case where the Company issues or transfers
shares of common stock of the Company (excluding the case
resulting from the conversion of securities to be converted or
convertible into shares of common stock, or exercise of the stock
acquisition rights (including the rights attached to the Bonds with
Stock Acquisition Rights) which entitle the holder to request
delivery of the shares of common stock of the Company), after the
issuance of the Bonds with Stock Acquisition Rights, at the issue
price or transfer price below the current market price of the shares
of common stock of the Company. In the following formula, the
“number of shares outstanding” shall mean the total number of
shares of common stock of the Company issued and outstanding
less the shares of common stock of the Company held by it as
treasury stock.
The Conversion Price shall also be appropriately adjusted in the
cases of stock split or consolidation of shares, or an issue of
securities to be converted or convertible into, or securities
(including Bonds with Stock Acquisition Rights) with rights
(including stock acquisition rights) which entitle the holder thereof
to request delivery of, shares of common stock of the Company at
a price less than the current market price of the shares of common
stock of the Company and in certain other cases.
(11) Substitute Payment:
Pursuant to Items 7 and 8, Paragraph 1 of Article 341-3 of the
Commercial Code of Japan, when the Stock Acquisition Rights are
exercised, a request that the full amount required to be paid upon
exercise of the Stock Acquisition Rights shall be paid in lieu of the
Number of Number of Issue or
shares shares newly transfer
outstanding issued or price per
transferred share
Conversion Conversion Current market price per share
Price Price Number of Number of shares
After Before shares newly issued or transferred
Adjustment Adjustment outstanding
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