Isuzu 2005 Annual Report Download - page 29

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Isuzu Motors Limited Annual Report 2005
FINANCIAL SECTION
price, they shall become common stocks whose number is obtained
from dividing the amount equal to the amount paid per stock of the
Class-1 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-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 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
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 conversion (calculated to the first decimal point and
then rounded up the first decimal point and then rounded up.)
(b) Revision of Conversion Price
Conversion 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 conversion 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 conversion price respectively).
(Revised conversion 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 conversion price is below the price equal
to 50% 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. Also after the above calcula-
tion, 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
conversion price and revised according to (c).), the maximum conver-
sion price shall be treated as the revised conversion price.
(c) Adjustment of Conversion Price
After the issue of Class-III 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.
(iii)The Number of Common Stocks to be issued through Conversion
The number of common stocks of the Company to be issued through the conversion of the Class-III preferred stocks shall be as follows.
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
Adj. conver. price
x
+
x
+
=
When fractions less than 1 are produced in calculating the number of common stocks to be issued, they shall be dropped.
Total Amount of Issue Price of Class-III Preferred Stocks submitted by
No. of common stocks Shareholders for asking Conversion
issued thru conversion Conversion Price
=