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Issue of Yen 40 billion Zero Coupon Convertible Bonds due 2013
Tokio, Japan (ots) - ALL NIPPON AIRWAYS Co., Ltd. (the "Company") has announced that on November 19, 2003, its Board of Directors resolved to issue up to Yen 40 billion Zero Coupon Convertible Bonds due 2013 (convertible bond type-bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai). The total amount of issue was determined on November 25, 2003 upon exercise of the Manager's over-allotment option.
Name of the Bonds:
ALL NIPPON AIRWAYS Co., Ltd. Yen Denominated Convertible Bonds due 2013 (convertible bond type-bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai) (the "Bonds")
Total Issue Amount of the Bonds:
Yen 40 billion (following the exercise of the Manager's option) Offer Price of the Bonds: 102.5 per cent. of the principal amount of the Bonds.
Issue Price of the Bonds: 100 per cent. of the principal amount of the Bonds. (The principal amount of each Bond is Yen 1,000,000.)
Status: The Bonds are direct, unconditional and unsecured obligations of the Company.
Rate of Interest: The Bonds do not bear interest (other than default interest payable in the limited circumstances detailed in the Conditions of the Bonds).
Issue Date: December 8, 2003 Maturity Date: December 6, 2013
Early Redemption Provisions:
(a) On and after February 1, 2005 and prior to maturity, and provided that the closing price of the shares for each of the 30 consecutive trading days, the last of which occurs not more than 30 days prior to the date upon which the notice of redemption is first published, is at least 120 per cent. of the Conversion Price then in effect, the Company may redeem all of the Bonds.
(b) In the event that it is proposed that the Company becomes a wholly-owned subsidiary of another corporation by way of a share exchange and the Company is not able to make necessary amendments to the transaction in the manner contemplated in the Conditions of the Bonds, then the Company may prior to the effective date of such share exchange, redeem all the Bonds.
(c) The Company may, at any time, redeem the Bonds on satisfaction to the Trustee that it has or will become obliged to pay additional amounts of taxes, duties, assessments or governmental charges as a result of any change in, or amendment to, the laws or regulations of Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations.
(d) The Company may redeem all remaining Bonds if stock acquisition rights shall have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 90 per cent. or more in principal amount of the Bonds originally issued.
(e) The holder of any Bond is entitled to require the Company to redeem such Bonds on November 19, 2007 and on November 19, 2010.
Class and Number of Shares to be Acquired upon Exercise of the Stock Acquisition Right (Conversion):
The class of shares to be acquired upon exercise of the stock acquisition right shall be the common stock of the Company. The number of shares to be acquired upon exercise of the stock acquisition rights shall be determined by dividing the aggregate Issue Price of the Bonds deposited by the Conversion Price.
he Conversion Price shall initially be Yen 310 per share, subject to adjustment in the manner provided in the Conditions to the Bonds.
The bonds will be convertible on and after December 22, 2003, up to, and including, November 22, 2013, subject to the provisions relating to early redemption indicated above.
Method of Offering:
The Bonds have only been offered and sold outside the United States to non-U.S. persons in reliance on Regulation S, by Nikko Citigroup (business trade name of Citigroup Global Markets Limited) (Lead Manager and Sole Bookrunner).
Use of Proceeds:
The net proceeds of the issue of the Bonds will be applied towards the redemption of the existing convertible bonds.
This information is provided by RNS
The company news service from the London Stock Exchange
ots Originaltextservice: ALL NIPPON AIRWAYS CO.LD
00 81 3 5756 5661