Isuzu 2004 Annual Report Download - page 33

33
Isuzu Motors Limited Annual Report 2004
(3) Mandatory Conversion
The Class-I preferred stocks which are not requested for conversion
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 quoted
price) in regular transactions of common stocks of the Company at the
Tokyo Stock Exchange 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 conversion.
When the average price is lower than the floor conversion 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 conversion price.
Also, when the average price is more than the maximum 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-I preferred stocks by the maximum conversion price.
The maximum conversion price is equal to the initial conversion price
(subject to "Adjustment of Conversion Price" described 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 of the reverse split of stocks stipulated in the Commercial
Law.
b) Outline of the Issue of Class-II Preferred Stock
(1) Preferred Dividend
Class-II preferred dividend shall be calculated according to the
following formula. Class-II 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-II preferred dividend will be set at ¥80.
Class-II preferred dividend = ¥800
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(Japanese Yen TIBOR + 1.125%)
Any portion of dividend which exceeds the amount of the Class-II
preferred stocks shall not be paid to Class-II preferred shareholders
and Class-II preferentially registered pledges.
(3) Conversion Contract Right
(i) Period for Claiming Conversion
Period for claiming the conversion of the Class-II preferred stocks
shall be from October 1, 2008 to September 30, 2024.
(ii) Conditions for Conversion
The Class-II 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, 2009 to September 30, 2024 (hereinafter referred
to as the date of revision of conversion price respectively) when 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 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 actual value calculation
period, a revision specified in (c) below has to be necessary, the
average price shall be revised to an amount judged appropriate 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-II 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.
Adj. conver. price 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
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