Notice of Board of Directors Resolution Concerning the Issue of New Shares and the Secondary Offering of Shares

Transcription

1 January 30, 2004 Notice of Board of Directors Resolution Concerning the Issue of New Shares and the Secondary Offering of Shares Company name Unipres Corporation Title and name of representative President Hiroyoshi Toriumi (Over-the-counter stock Code No. 5949) Contact person for information Masaru Morita, Director and Executive Vice President TEL (URL We would like to notify you that at the Company s board of directors meeting held on January 30, 2004 we resolved as described below on the issue of new shares to be publicly offered and on the secondary offering of shares in conjunction with the listing of our shares on the Tokyo Stock Exchange. 1. Issue of New Shares to be Publicly Offered (1) Number of new shares to be issued 4,000,000 shares of common stock (2) Issue price The issue price will be determined on the date the issue price is determined (any date between February 9, 2004 (Monday) and February 13, 2004 (Friday)) by the method specified in Article 7-2 of Rules of Fair Practice No.14 provided by the Japan Securities Dealers Association. (3) Portion of issue price to be excluded from capital The amount calculated by deducting the amount to be incorporated into capital from the issue price determined in (2) above. The amount to be incorporated into capital shall be half of such issue price and any fractions less than 1 yen shall be rounded up to 1 yen. (4) Method of offering The shares will be publicly offered and the Company will have the following companies underwrite the shares on a firm commitment basis: Nikko Citigroup Ltd., Mizuho Securities Co., Ltd., Shinko Securities Co., Ltd., and Shizugin TM Securities Co., Ltd. The price (issue price) from the public offering will be determined following the presentation of the provisional offering condition of a price calculated by multiplying the latest transaction price (final price) of the Company s common stock as of 3 p.m. on the day the price is to be determined, to be announced by the Japan Securities Dealers Association by (fractions less than 1 yen are rounded down to 1 yen), and in consideration of investors demand. (5) Description of underwriting agreement Underwriting fees will not be paid. Instead, the amount which results from deducting the issue price (the amount paid by the underwriters to the Company) from the offering price (issue price) will be retained by the underwriters. (6) Subscription period From February 16, 2004 (Monday) through February 18, 2004 (Wednesday). The

2 aforesaid subscription period may be moved up after taking demand into consideration. If the period is moved up the most, the period will be from February 10, 2004 (Tuesday) through February 13, 2004 (Friday). (7) Date of payment February 23, 2004 (Monday) (8) Starting date of dividend accrual October 1, 2003 (Wednesday) (9) Minimum application unit 1,000 shares (10) The issue price, the portion of the issue price to be excluded from capital and other matters necessary for the issue of new shares will be entrusted to President Hiroyoshi Toriumi. (11) The above items are effective subject to the effectuation of the registration statement under the Securities and Exchange Law. 2. Secondary Offering of Shares (for Over-Allotment Option) (1)Type of share Common stock (2) Seller and number of shares to be sold Nikko Citigroup Ltd. Upper limit of 600,000 shares The above share offering will be conducted by Nikko Citigroup Ltd. after taking into consideration the investors demand. The above number of shares represents the upper limit, and depending on demand such share offering may be decreased or secondary offering conducted by exercise of over-allotment option itself may be canceled. The Company s common stock subject to such secondary offering will be shares Nikko Citigroup Ltd. borrows from Tsunahiro Yamakawa, the Company s shareholder, for such secondary offering. (3) Sale price Undetermined To be same as the issue price of new shares to be publicly offered. (4) Method of sale Nikko Citigroup Ltd. will make an additional secondary offering of the Company s shares which it will borrow from the Tsunahiro Yamakawa, the Company s shareholder, by taking into consideration demand for the issue of new shares to be publicly offered. However, if the issue of the new shares to be publicly offered is canceled, the secondary offering of shares will also be canceled. (5) Subscription period Same as the subscription period for the issue of new shares to be publicly offered. (6) Transfer date February 24, 2004 (Tuesday) (7) Subscription unit 1,000 shares (8) The sale price and any other matters necessary for the secondary offering of shares will be entrusted to President Hiroyoshi Toriumi. (9) The above items are effective subject to the effectuation of the registration statement under the Securities and Exchange Law.

3 3. Issue of Shares by Allotment to Third Party (1)Number of new shares to be issued 600,000 shares of common stock (2) Issue price Same as the issue price of new shares to be publicly offered. (3) Portion of issue price to be excluded from capital Same as the portion of issue price to be excluded from capital in the issue of new shares to be publicly offered. (4) Allocated number of shares and party Nikko Citigroup Ltd. 600,000 shares (5) Subscription date Any date between March 16, 2004 (Tuesday) and March 23, 2004 (Tuesday). However, the date shall be two business days after the 30th day from the day following the date on which the subscription period for the issue of new shares to be publicly offered and for the secondary offering of shares is to end. (6) Date of payment Any date between March 16, 2004 (Tuesday) and March 23, 2004 (Tuesday). However, the same date as the subscription date mentioned in (5). (7) Starting date of dividend accrual October 1, 2003 (Wednesday) (8) Minimum application unit 1,000 shares (9) The issue price, the portion of the issue price to be excluded from capital and other matters necessary for the issue of new shares will be entrusted to President Hiroyoshi Toriumi. (10) The above items are effective subject to the effectuation of the registration statement under the Securities and Exchange Law. [Reference] 1. Secondary Offering of Shares (for Over-allotment Option) In the public offering of new shares this time, we expect 4,000,000 shares to be newly issued. However, Nikko Citigroup Ltd. may sell the shares of the Company s common stock it is to borrow from Tsunahiro Yamakawa, the Company s shareholder (secondary offering of shares for over-allotment option), with 600,000 shares as the upper limit, taking investor s demand into consideration. As such the number of shares to be sold for over-allotment option represents the upper limit of number of shares. The secondary offering of shares for over-allotment option may be decreased or the secondary offering itself may be cancelled depending on demand. In connection with this, the Company plans to grant Nikko Citigroup Ltd. the green shoe option, with the number of shares to be sold for over-allotment option as the upper limit and with the 30th day from the day following the date on which the subscription period for the issue of new shares to be publicly offered and for the secondary offering of shares is to end (the previous business day if it is not a business day) as the exercise deadline. Also, for the purpose of returning the shares borrowed from Tsunahiro Yamakawa, the Company s shareholder, Nikko Citigroup Ltd. may buy back the Company s common stock (as a syndicate cover transaction) in the over-the-counter securities market to be opened by the Japan Securities Dealers Association and in the Tokyo Stock Exchange within the upper limit of shares during the period from the day following the date on which the subscription period for the issue of new shares to be publicly offered and for the secondary offering of shares is to end through the exercise deadline for the green shoe option (syndicate cover transaction period).

4 Also, during the subscription period Nikko Citigroup Ltd. may undertake stabilizing operation for over-the-counter shares to be issued by the Company and may use the shares it bought back through such stabilizing transaction for returning the shares it borrowed from Tsunahiro Yamakawa, the Company s shareholder. Furthermore, Nikko Citigroup Ltd. does not plan to exercise the green shoe option for the number of shares bought back through stabilizing transaction to be used for returning the shares borrowed from Tsunahiro Yamakawa, the Company s shareholder, and for the total number of shares bought back from the syndicate cover transaction. Therefore, under such a scenario, all or part of the share issues in such third-party allotment may not be subscribed, thereby resulting in a decrease of shares issued due to forfeiture or no shares being issued at all. In addition, even during the syndicate cover transaction period Nikko Citigroup Ltd. may decide not to exercise the syndicate cover transaction at all, or may terminate the transaction with the share amounts not totaling the upper limit of shares. 2. Total Number of Issued Shares before and after the Proposed Capital Increase through Public Offering Present total number of issued shares 35,950,000 shares (as of December 31, 2003) Increase in number of shares as a result of capital increase through public offering 4,000,000 shares Total number of issued shares after capital increase through public offering 39,950,000 shares Increase in number of shares as a result of capital increase through third-party allotment 600,000 shares Total number of issued shares after capital increase through third-party allotment 40,550,000 shares 3. Reason for Capital Increase (Use of Funds Raised) (1) Reason for capital increase (use of funds raised through capital increase) Of the estimated proceeds of 2,464,500,000 yen of the proposed capital increase, all of the estimated upper limit of 2,833,600,000 yen, together with the estimated upper limit of 369,100,000 yen from the capital increase through third-party allotment which was resolved on the same date as the public offering, is due to be appropriated to plant and equipment investment. (2) Change in use of funds previously raised (3) Outlook for effect on earnings Since the funds raised will be appropriated to plant and equipment investment aimed at augmenting the capacity, raising the productivity and improving the environment of the Company s production bases, such funds will likely contribute to an improvement in future earnings. In addition, the Company s financial structure can be expected to be strengthened as a result of the reinforcement of shareholders equity.

5 4. Profit Distribution to Shareholders (1) Fundamental policy concerning profit distribution We consider the stable return of profits to shareholders as a top management priority. Our fundamental policy calls for maintaining to the utmost a stable level of dividends to shareholders. (2) Use of retained earnings Retained earnings will be used as investment in the reinforcement of the corporate structure, the reform of the cost structure, and technological developments in line with future developments of the automotive industry in which the Company is engaged. (3) Specific measures to increase profit distribution to shareholders in the future We had initially planned a dividend of 7.50 yen per share for the term ending March 31, 2004 in view of our earnings and economic circumstances. However, we plan to grant an additional dividend of 2.50 yen per share for the purpose of compensating shareholders for their support to commemorate the listing of our shares on the Second Section of the Tokyo Stock Exchange. (4) Dividends paid for the past three fiscal years 62nd term 63rd term 64th term FY ended March FY ended March FY ended March 31, , , 2003 Net profit per share yen 9.40 yen yen 5.00 yen(-) 5.00 yen(-) 7.50 yen(-) Dividend per share (interim dividend per share) Dividend payout ratio -% 53.2% 23.1% Return on shareholders equity -10.2% 1.2% 4.4% 0.6% 0.6% 1.0% Dividend rate for shareholders equity Note: Return on shareholders equity is calculated by dividing net income by shareholders equity (average of end and beginning of term), and dividend rate for shareholders equity is calculated by dividing total dividend by shareholders equity (average of end and beginning of term). (5) Observance of profit distribution rules in the past 5. Other Matters (1) Designation of seller (2)Dilution information by means of latent stock (3) Past equity finance 1) Equity finance for the past three years 2) Stock price for the past three fiscal years and most recent stock price FY ended March 31, 2001 FY ended March 31, 2002 FY ended March 31, 2003 Opening High Low Closing Price earnings ratio FY ending March 31, 2004

6 Note: 1. Stock prices as of January 29, 2004 are used for stock prices for the fiscal year ending March 31, The price earnings ratio is calculated by dividing the stock price (closing) at the end of the fiscal term by net income per share for the previous term. (4) Lockup With respect to such offering and secondary offering, we have agreed with the lead manager not to issue or sell (excluding issues relating to stock split and stock option) shares of the Company s common stock and securities bearing the right or obligation to acquire shares of the Company s common stock for a period of 180 days from the execution of the said subscription agreement. Moreover, in any of the cases above, the lead manager reserves the right to partially or completely terminate this agreement or to shorten the restriction period at its own discretion. Note: The above statement is a press release prepared for the purpose of making a general public announcement of the issue of new shares and the secondary offering of shares by the Company, and is not intended for soliciting investment. Prospective investors are encouraged to make an investment decision for themselves after reading the Prospectus for the Issue of New Shares and the Secondary Offering of Shares (and amendments thereto) to be prepared by the Company.