Announcement of the resolution adopted at the meeting of the Board of Directors regarding secondary offering of shares

Transcription

1 August 3, 2012 Press Release Corporate Name Japan Airlines Co., Ltd. Representative Representative Director, Yoshiharu Ueki President (Securities Code: 9201, TSE (Undetermined) Section) For inquiries, Vice President, Yuichiro Kito contact: IPO Project Office TEL: Announcement of the resolution adopted at the meeting of the Board of Directors regarding secondary offering of shares Japan Airlines Co., Ltd. announces that the following resolution regarding approval of the secondary offering of shares of our common stock associated with the listing of our common stock on the Tokyo Stock Exchange was adopted at the meeting of the Board of Directors held on August 3, Details (1) Selling Shareholder, and the Number and the Class of Shares to be Offered The Enterprise Turnaround Initiative Corporation of Japan 175,000,000 shares of our common stock The breakdown of the number of shares to be offered is expected to be 131,250,000 shares for the Japanese offering (the Japanese Offering ) and 43,750,000 shares for the international offering (the International Offering, collectively with the Japanese Offering, the Global Offering ). However, the final breakdown will be decided on September 10, 2012 (the Pricing Date ) within a range of the aggregate number of shares to be offered described above, after taking into

2 consideration market demand and other factors. (2) Method of Offering Concurrent offerings in Japan and overseas markets (i) Japanese Offering: Shares will be offered in Japan, and the underwriters, whose joint lead managers are Daiwa Securities Co. Ltd., Mizuho Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Nomura Securities Co., Ltd. and SMBC Nikko Securities Inc. (collectively, the Japanese Underwriters ) will purchase and underwrite jointly and severally for all shares offered in the Japanese Offering at the purchase price. The joint bookrunners for the Japanese Offering are Daiwa Securities Co. Ltd., Mizuho Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. and SMBC Nikko Securities Inc., who may sell the shares for the Japanese Offering to Japanese major institutional investors. (ii) International Offering: Shares will be offered in overseas markets, mainly in Europe and the United States (provided that in the United States the shares will be offered exclusively to qualified institutional buyers, as defined by Rule 144A under the U.S. Securities Act of 1933) by the international managers (the International Managers, collectively with the Japanese Underwriters, the Underwriters ). The joint lead managers and joint bookrunners for the International Offering are Daiwa Capital Markets Europe Limited, Merrill Lynch International and Morgan Stanley & Co. International plc. The International Managers will underwrite severally and not jointly all shares offered in the International Offering at the purchase price. The global coordinator for the Global Offering shall be Daiwa Securities Co. Ltd. (in such capacity, the Global Coordinator ). (3) Offer Price To be determined (the final determination on the offer price is expected to be made on the Pricing Date in concurrence with the determination of the purchase price, by comprehensively taking into consideration market

3 demand based on the tentative offer price, the risk of price fluctuations and other factors until the listing date under the tentative offer price approved at meetings of the Board of Directors to be held at a later date.) (4) Subscription Period (in Japan) From September 11, 2012 (Tuesday) until September 14, 2012 (Friday) (5) Unit of Share 100 shares Subscription (6) Delivery Date of September 19, 2012 (Wednesday) Shares (7) Compensation for Underwriters An underwriting commission will not be paid and, in place of such commission, the Underwriters proceeds will be the aggregate amount of the differences between the offer price and the purchase price. (8) In addition to the items above, any matters regarding the secondary offering of shares that require a board approval will be approved at a meeting of the Board of Directors to be held at a later date, and decisions on any and all other matters necessary for the secondary offering of shares will be delegated to the Representative Director. (9) Any matters concerning the Japanese Offering under each item stated above shall be subject to the effectiveness of the registration pursuant to the Financial Instruments and Exchange Act. (10) If the Japanese Offering is cancelled, the International Offering shall also be cancelled, and if the International Offering is cancelled, the Japanese Offering may also be cancelled.

4 For Reference 1. Outline of Secondary Offering (1) Number of Shares to be Offered Shares of our Common Stock 175,000,000 shares (Japanese Offering 131,250,000 shares International Offering 43,750,000 shares) The final breakdown of shares to be offered will be determined on the Pricing Date set forth in (3) below, after taking into consideration market demand and other factors, not exceeding the aggregate number of shares to be sold through secondary offering as specified above. (2) Market Demand From August 31, 2012 (Friday) until September 7, 2012 (Friday) Reporting Period (in Japan) (3) Pricing Date September 10, 2012 (Monday) (The offer price will be determined concurrently with the determination of the purchase price, by comprehensively taking into consideration market demand based on the tentative offer price, the risk of price fluctuations and other factors until the listing date.) (4) Subscription Period From September 11, 2012 (Tuesday) until September 14, 2012 (Friday) (in Japan) (5) Delivery Date of Shares September 19, 2012 (Wednesday)

5 2. Distribution of profit to shareholders, etc. (1) Basic policy for the distribution of profit We consider providing returns to our shareholders to be one of our key management goals. Our basic policy is to proactively return profit to our shareholders by continuously paying dividends to our shareholders depending on our results of operations, while at the same time retaining internal reserves that permit us to make investments for our future growth and in response to changes in the business environment, as well as to build a strong financial foundation. (2) Use of the reserve We plan to use our internal reserves in preparation for establishing a strong financial foundation to overcome downside risks, including event risks such as instability in the aircraft fuel market, natural disasters and terrorist attacks, and for investments to enhance profitability so as to secure profit under any business conditions; and whereby improve corporate value and strive to return profit to our shareholders. (3) Specific measures for increasing the distribution of profit to shareholders in the future We intend to proactively return profits to our shareholders after this secondary offering of shares, and plan to pay dividends to our shareholders for the fiscal year ending March 31, 2013, which is the first fiscal year after the listing; however, specific amount of the dividend is not yet determined at this time. As a target payout ratio for the current period, we intend to allocate approximately 15% of the consolidated net income to dividends for shareholders. Although we have not yet determined any specific measures for increasing the distribution of profit to shareholders for subsequent periods at this time, we will continue to strive to proactively return profit to our shareholders while enhancing internal reserves and securing investment funds.

6 (4) Dividend distribution in the past two fiscal years Fiscal Period 62nd 63rd Account Settlement Period March 2011 March 2012 Net income per share (on a consolidated basis) (JPY) 3, , Dividends per share (Interim dividend per share) (JPY) ( ) ( ) Actual dividends ratio (on a consolidated basis) % Return on net assets (on a consolidated basis) % 63.6 Dividends to net assets ratio (on a consolidated basis) % (Note) 1. The 62nd fiscal period is the fiscal period commencing on the day following the day on which our corporate reorganization plan was approved (December 1, 2010) and ending on March 31, During the 62nd fiscal period, pursuant to our corporate reorganization plan, we reduced all of our capital by way of cancellation all of the issued shares and then increased capital through third party allotment as of December 1, Net income per share is calculated by dividing net income for the relevant period by the average number of shares of our common stock outstanding during the relevant period. 4. Actual dividends ratio on a consolidated basis and dividends to net assets ratio on a consolidated basis are not indicated, since no dividend was distributed during the relevant two fiscal periods

7 5. Return on net assets on a consolidated basis is calculated by dividing net income and loss for the relevant period on a consolidated basis by the shareholder s equity (the average between (i) net assets amount on a consolidated basis at the beginning of the relevant period after deducting the minority interests; and (ii) net assets amount on a consolidated basis at the end of the relevant period after deducting the minority interests). Return on net assets on a consolidated basis for the 62nd fiscal period is not indicated since the amount of net assets for the 61st fiscal period was negative. 3. Basic policy of allocation Each of the Underwriters and their respective selling agents intends to sell the shares according to the basic policy concerning allocation prescribed by each company, internal regulations, etc. For details on the basic policy concerning allocation, please refer to information displayed over the counter or on the websites of each company. 4. Lock-up In connection with the Global Offering, each shareholder as of the date hereof (excluding the selling shareholder and including settlors and beneficiaries with respect to shares of our common stock held through a trust account) will provide the Global Coordinator a letter stating that it has agreed not to, among other things, sell shares of our common stock without the prior written consent of the Global Coordinator, for a period commencing on the date of execution of the underwriting agreements, and ending on the date 180 days from and including the listing date (the trading commencement date) (the Lock-Up Period ), subject to certain exceptions. In addition, in connection with the Global Offering, we will agree with the Global Coordinator not to, among others, issue shares of our common stock, any securities convertible into or exchangeable with shares of our common stock, or any securities that represent rights to receive shares of our common stock without the prior written consent of the Global Coordinator (excluding, among other things, issuance of new shares of our common stock by way of stock split) during the Lock-Up Period, subject to certain exceptions.

8 (Note) The descriptions under the heading 2. Distribution of profit to shareholders, etc. above does not intend to make any commitment to make certain level of distribution, etc. Such descriptions are based on our projections. - End -