Announcement of Results and Conclusion of Share Repurchase Tender Offer and Change of Major Shareholder

Transcription

1 To whom it may concern: March 5, 2011 Company Name: Oriental Land Co., Ltd. Representative: Kyoichiro Uenishi, Representative Director and President (TSE Code st Section) Announcement of Results and Conclusion of Share Repurchase Tender Offer and Change of Major Shareholder At a meeting held on February 3, 2011, the Board of Directors of Oriental Land Co., Ltd. ( Oriental Land or the Company ) resolved to repurchase shares of the Company pursuant to Article 156, Paragraph 1 of the Corporation Law of Japan, updated as applicable by the provisions of Article 165, Paragraph 3 of the Corporation Law of Japan, and the Company s Articles of Incorporation, and as a specific method, further resolved to conduct a share repurchase tender offer for outstanding shares by an issuer (the Offer ) as defined by the Financial Instruments and Exchange Law (Act No. 25 of 1948, including subsequent amendments). Oriental Land initiated the Offer on February 4, 2011 and completed it on March 4, Details follow below. With this tender offer, the share repurchase in accordance with the above provisions as resolved at the meeting held on February 3, 2011, by the Board of Directors of Oriental Land has been completed. We also inform that the Company s major shareholders will be changed as a result of the Offer. I. Results of the Tender Offer 1. Overview of the Tender Offer (1) Name and Address of Tender Offeror Oriental Land Co., Ltd, 1-1 Maihama, Urayasu-shi, Chiba-ken, Japan (2) Type of Shares Subject to the Tender Offer Common shares (3) Tender Offer Period From February 4, 2011 (Friday) to March 4, 2011 (Friday) (20 business days) (4) Tender Offer Price: 7,040 per common share (5) Settlement Method A. Name and address of the financial instruments firm, bank or other party handling settlement of the tender offer: Mizuho Securities Co., Ltd , Otemachi, Chiyoda-ku, Tokyo, Japan B. Settlement starting date: March 28, 2011 (Monday) - 1 -

2 C. Settlement Method At the end of the Offer period, notification will promptly be sent by mail to stockholders that sold shares to the Offer (or to their proxies in the case of foreign stockholders). Shares accepted for purchase will be paid for with cash. At the instruction of stockholders that subscribed to the Offer (or their proxies in the case of foreign stockholders), payment after withholding of applicable taxes shall be transferred promptly following the settlement date to the location designated by the selling stockholder (or proxy in the case of foreign stockholders) or to the head office or a branch in Japan of Mizuho Securities. Note: Explanation of taxes in connection with shares purchased through the tender offer: i. Individual stockholders If the selling stockholder is an individual stockholder and a resident of Japan, the difference between the paid-in capital per share and purchase costs reflects the application of self-assessed separate taxation, and the amount by which the tender offer price exceeds the paid-in capital per share ( the amount of tax on the portion deemed to be a dividend ) reflects the application of taxation on the portion deemed to be a dividend. If the individual stockholder is not deemed to be a major stockholder prescribed in the Order for Enforcement of the Act on Special Measures Concerning Taxation, Article 4-6-2, paragraph 12 (individuals that possess a number of shares [including investment equity] or amount of investment that is equivalent to five-hundredths or more of shares issued and outstanding or the total number or amount of investment of a domestic corporation [investment equity issued and outstanding in cases of investment corporations prescribed in the Investment Trust and Investment Corporation Act, Article 2, paragraph 12]), an income tax of 7% of the portion deemed to be a dividend shall be withheld, and a resident tax of 3% of such amount shall be charged as special collection (resident tax shall not be charged as special collection to nonresidents who own a permanent facility in Japan). On the other hand, if the individual stockholder is deemed to be a major stockholder, an income tax of 20% of the portion deemed to be a dividend shall be withheld (resident tax shall not be charged as special collection). If a nonresident that does not own a permanent facility in Japan is not deemed to be a major stockholder, an income tax of 7% of the portion deemed to be a dividend shall be withheld and if such nonresident is deemed to be a major stockholder an income tax of 20% of the portion deemed to be a dividend shall be withheld. ii. Corporate stockholders For corporate stockholders, an income tax of 7% of the portion deemed to be a dividend shall be withheld. Foreign stockholders that wish to claim a deduction or exemption from tax on the portion deemed to be a dividend, based on the applicable tax treaty, are kindly requested to notify the tender offer agent of their intention to submit a notification regarding the tax treaty by the last day of the - 2 -

3 tender offer period, and submit the notification to the tender offer agent by the day before settlement begins. 2. Results of the Tender Offer (1) Status of the Tender Offer The total number of shares subscribed to the tender offer did not exceed the 3,000,000 shares that Oriental Land planned to purchase. Therefore, Oriental Land repurchased all of the shares subscribed to the tender offer. Type of Shares Number of Shares Planned to be Excess Number of Shares Planned to be Number of Shares Subscribed Number of Shares Common Shares 3,000,000 shares shares 3,000,000 shares 3,000,000 shares (2) Calculation of Pro Rata Share Purchases None 3. Location at which a Copy of the Tender Offer Report is Available to the Public Oriental Land Co., Ltd., 1-1 Maihama, Urayasu-shi, Chiba-ken, Japan Tokyo Stock Exchange, Inc., 2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan II. Conclusion of Share Repurchase 1. Overview of Share Repurchase (1) Type of shares repurchased: Common shares (2) Aggregate number of shares repurchased: 3,000,000 shares (3) Aggregate price of shares repurchased: 21,120,000,000 (Note) The above amount does not include fees to be paid to the tender offer agent and other expenses. (4) Period for share repurchase: From February 4, 2011 to March 31, 2011 (5) Method of repurchase: tender offer With this tender offer, the share repurchase, pursuant to Article 156, Paragraph 1 of the Corporation Law of Japan, updated as applicable by the provisions of Article 165, Paragraph 3 of the Corporation Law of Japan, and the Company s Articles of Incorporation, in accordance with the above provisions as resolved at the meeting held on February 3, 2011, by the Board of Directors of Oriental Land has been completed

4 (Reference) Overview of February 3, 2011 Resolution by the Board of Directors (1) Type of shares to be repurchased: Common shares (2) Number of shares to be repurchased: 3,000,100 shares (Maximum) (Equivalent to 3.30% (rounded to the nearest hundredth) of common shares issued and outstanding, including treasury shares) (3) Total share repurchase cost: 21,120,704,000 (Maximum) (4) Period for share repurchase: From February 4, 2011 to March 31, 2011 III. Change of Major Shareholder 1. Background of change We received from Mitsui Fudosan Co., Ltd., a major shareholder of the Company, a report that the company tendered part of its shares in the Company in the Offer. Therefore, we hereby disclose that Mitsui Fudosan Co., Ltd. will cease to be a major shareholder of the Company. 2. Outline of the shareholder who ceases to be a major shareholder of the Company (1) Name Mitsui Fudosan Co., Ltd. (2) Address 2-1-1, Nihonbashi-Muromachi, Chuo-ku, Tokyo (3) Title and name of the representative Hiromichi Iwasa, President and Chief Executive Officer (4) Business Real estate business (5) Capital 174,296 million yen 3. The number of shares (voting rights) held by the shareholder and its ratio to the voting rights of all shareholders before and after the change Ratio to the number of Ranking of Number of voting rights voting rights of all large (Number of shares) shareholders shareholders Before the change 111, % 2nd place (as of September 30, 2010) (11,123,400 shares) 81,234 After the change 9.74% 2nd place (8,123,400 shares) (Note 1) The number of voting rights before the change is computed based on the total of 106,893 voting rights which are directly held by Mitsui Fudosan Co., Ltd. and 4,341 voting rights which are entrusted from Mitsui Fudosan Co., Ltd. to Chuo Mitsui Asset Trust and Banking Company, Limited as employee pension trust

5 (Note 2) The ratio to the number of voting rights of all shareholders before the change is calculated based on 863,845, which represents the voting rights of all shareholders as of September 30, 2010 and is mentioned in the 3rd quarter financial report submitted by the Company on February 14, (Note 3) The number of voting rights after the change is computed based on the total of 76,893 voting rights which are directly held by Mitsui Fudosan Co., Ltd. and 4,341 voting rights which are entrusted from Mitsui Fudosan Co., Ltd. to Chuo Mitsui Asset Trust and Banking Company, Limited as employee pension trust. (Note 4) The ratio to the number of voting rights of all shareholders after the change is calculated based on 833,845, which is obtained by deducting 30,000 as the number of voting rights for the common shares (3,000,000 shares) in the Company that were purchased by us in the Offer from above-mentioned voting rights of all shareholders (863,845). (Note 5) The ratio to the number of voting rights of all shareholders is obtained by rounding off the number in the third decimal place. 4. Expected date of the change March 28, 2011 (the date when settlement procedures for the Offer begin) 5. Future prospect The Company s business performance will not be influenced by the above-mentioned change. # # # - 5 -