Sharp 2015 Annual Report Download - page 54

18. Significant Subsequent Events
The Company passed a resolution for the following 3 matters at the Board of Directors meeting held
on May 14, 2015. The matters described in Ⅰ and Ⅱ had been approved at the 121st Ordinary General
Meeting of Shareholders held on June 23, 2015.
Ⅰ. Issuance of class shares by a third party allotment
1. Class A Shares
(1) Payment date
June 30, 2015
(2) Number of shares to be issued
200,000 shares
(3) Amount of procurement funds
200,000,000,000 yen (1,000,000 yen per share)
(4) Capital and capital reserve to be increased
Capital 100,000,000,000 yen (500,000 yen per share)
Capital reserve 100,000,000,000 yen (500,000 yen per share)
(5) Subscription and allotment method (planned allottee)
Allotted by a third party allotment method.
Mizuho Bank, Ltd. 100,000 shares
The Bank of Tokyo-Mitsubishi UFJ, Ltd. 100,000 shares
(6) Specific usage of funds to be procured
Specific usage Amounts Planned time of
spending
Repayment of the Company’s and the Company’s
subsidiary’s debt owed to the Mizuho Bank group 100,000 million yen June 2015
Repayment of the Company’s and the Company’s
subsidiary’s debt owed to the Bank of Tokyo-
Mitsubishi UFJ group
100,000 million yen June 2015
(7) Others
The dividend rate (annual) of Class A Shares is set by adding 2.5% to the Japanese yen TIBOR (6
months). Class A Shares are cumulative and non-participating. In addition, Class A shareholders
are entitled to receive dividends in preference to common shareholders.
Class A Shares have no voting rights and assignments are restricted.
Put options the consideration for which is common shares, put options the consideration for
which is cash and call options the consideration for which is cash are attached to Class A Shares.
The maximum dilution rate will be approximately 118.7% if all the put options attached
to Class A Shares the consideration for which are common shares are exercised, assuming no
amount equal to the accumulated unpaid dividends and no daily prorated unpaid preferred divi-
dend amount for the Class A Shares exists.
The put option the consideration for which is common shares can be exercised only on or after
July 1, 2019.
The payments for the Class A Shares by the Allotted Banks are subject to an Ordinary
General Meeting of Shareholders’ approval of matters such as Partial Amendment to Articles of
Incorporation, the issuance of Class Shares, Reduction of Common Stock and Capital Reserve,
reasonable certainty that payment will be received for the Class B Shares from Japan Industrial
Solutions, Ltd. (“JIS”) and a reconciliation among financial institutions which the Allotted Banks
are reasonably satisfied with, etc.
The Company believes the payment for the Class B Shares from JIS is reasonably certain and
that a reconciliation among the financial institutions which the Allotted Banks are reasonably
satisfied with, etc. will be completed by the payment date.
Notes to the Consolidated Financial Statements
52
Notes to the Consolidated
Financial Statements
Financial Section
Segment Outline
Medium-Term Management Plan
for Fiscal 2015 through 2017
Investor Information
Directors, Audit & Supervisory Board
Members and Executive Officers
Risk Factors
Corporate Governance
Contents
Corporate Social
Responsibility (CSR)
Message to our Shareholders
Fiscal 2014 Review by
Product Group
Financial Highlights
SHARP Annual Report 2015
Consolidated
Subsidiaries
Independent Auditor’s
Report
Consolidated Statements of
Cash Flows
Consolidated Statements of
Changes in Net Assets
Consolidated Statements of
Comprehensive Income
Consolidated Statements of
Operations
Consolidated Balance Sheets
Financial Review
Five-Year Financial Summary