Isuzu 2005 Annual Report Download - page 30

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Isuzu Motors Limited Annual Report 2005
(3) Mandatory Conversion
The Class-III preferred stocks which are not requested for conver-
sion 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-
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 conversion.
When the average price is lower than the floor conversion 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 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-III preferred stocks by the maximum conversion price.
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.
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-III preferred dividend
is paid to the Class-IV preferred stocks, dividend of profit can be paid
to the common stocks until it becomes equal to Class-IV preferred
dividend. Also when dividend of profit is paid concerning the residual
profit, the same amount of money per stock shall be paid to the Class-
IV preferred stocks and the common stocks.
(2) Conversion Contract Right
(i) Period for Claiming Conversion
Period for claiming the conversion of the Class-IV preferred stocks
shall be from October 1, 2012 to September 30, 2032.
(ii) Conditions for Conversion
The Class-IV 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.)
(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, 2013 to September 30, 2032 (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-IV preferred stocks, if any of the follow-
ings applies, the conversion price shall be adjusted by the formula
below(hereinafter referred to as formula for the adjustment of con-
version 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
x
+
x
+
=