85GQ Anz Bank 43

TIDM85GQ

RNS Number : 6127A

Nippon Sheet Glass Company Limited

03 February 2011

3 February 2011

Notice Concerning Acquisition and Cancellation of Type A Preferred Shares

Nippon Sheet Glass, Co., Ltd. (the Company) hereby announces that it has decided to acquire its Type A Preferred Shares with cash consideration pursuant to section 10-6 of the Articles of Incorporation, and, if acquired, to cancel those Type A Preferred Shares acquired thereby, in accordance with the article 178 of the Companies Act as follows:

1. Purpose of the acquisition

The acquisition is intended to eliminatea. the dividend cost of Type A Preferred Shares, and is funded from surplus cash balances. In reaching this decision, the Company has considered the current market conditions in the Group's major markets, and the funds required in the next two years for capital expenditure, and has concluded that the current levels of surplus cash and un-drawn committed facilities are higher than necessary. The Company also considered the improvement in its balance sheet achieved through the recent equity issuance, which exceeds the value of the remaining preferred shares. The Company confirms that it has already arranged facilities to refinance all debt maturing in FY 2011 and FY 2012 after this Preferred Share acquisition.

Note: a. When the Company distributes any dividend to the holders of Type A Preferred Shares in accordance with a resolution of the Board of Directors, the annual amount of such dividend will in principle be JPY 925 per share pursuant to the Articles of Incorporation of the Company and the terms and conditions of the Type A Preferred Shares.

2. Details of the acquisition

 
 Parties              Class of shares    Number of shares   Aggregate amount 
                       to be acquired     to be acquired     of acquisition 
                                                             price 
-------------------  -----------------  -----------------  ------------------- 
 UDS III Corporate    Type A Preferred      1,717,000                      JPY 
  Mezzanine Limited    Shares                                    17,461million 
  Partnership 
-------------------  -----------------  -----------------  ------------------- 
 UDS Corporate        Type A Preferred       303,000                 JPY 3,081 
  Mezzanine Limited    Shares                                          million 
  Partnership 
-------------------  -----------------  -----------------  ------------------- 
 Total                       -              2,020,000               JPY 20,542 
                                                                       million 
-------------------  -----------------  -----------------  ------------------- 
 

3. Date of acquisition and cancellation of shares: 18 February 2011

(Reference) Number of issued shares of the Company

 
                            As at 31 December   As at 18 February 
 Class of shares             2010                2011 
-------------------------  ------------------  ------------------ 
 Common Shares                    903,550,999         903,550,999 
-------------------------  ------------------  ------------------ 
 Type A Preferred Shares            2,020,000                None 
-------------------------  ------------------  ------------------ 
 

End

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END

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