Sony Corporation
Issuance of Euro Yen Zero Coupon Convertible Bonds due 2008
~Toward the Implementation of Growth Strategy of Transformation 60~
At the Executive Board held today, Sony Corporation ("Sony") has decided the
issuance of the Euro Yen Zero Coupon Convertible Bonds due 2008 (bonds with
stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai or
the "Bonds") in the maximum principal amount of Y250 billion (including those in
the maximum amount of Y30 billion to be issued upon exercise of the Greenshoe
Option) with a contingent conversion feature.
Purpose of Financing
On October 28, 2003, Sony announced "Transformation 60" ("TR60"), a series of
fundamental reforms across the Sony Group, consisting of two pillars; growth
strategy through convergence of the Group's resources and technology; and a
second phase of structural reforms aimed at enhancing the Group's operational
profit structure. This financing is intended to provide strong support from a
financial strategy perspective for the TR60, where growth strategy and
structural reforms are simultaneously pursued, and should enable implementation
of focused investments in growth areas.
Use of Proceeds and Objective
-- The proceeds will be applied primarily to make capital investment for growth
in semiconductors and key devices, in order to accelerate convergence
strategies in Sony's Home Electronics (including Game) and Mobile
Electronics. Specifically, the proceeds will be allocated to finance
investments for the development and manufacturing of semiconductors such as
CELL, a highly-advanced processor that will be embedded in a broad range of
next-generation digital consumer electronics products, and key devices
including display devices.
-- Zero coupon financing allows to support forthcoming investments and
structural reform. At the same time, by targeting a conversion price with a
high premium, that exceeds market value (with a premium of more than 45
percent) and by further adding a contingent conversion feature (), the
Bonds are structured to minimize potential dilution of earnings until the
TR60 has generated sufficient returns.
-- Improved profitability through the TR60 could lead to the conversion of the
Bonds, which will further strengthen our equity position and provide
increased opportunity for further investments for growth.
Contingent conversion feature: This condition limits investors to exercise the
conversion rights unless the share price is above a certain level of the
conversion price for a certain period of time or longer. In this case, 1) in the
initial 4 year period, if the share price for any 20 trading days in a period of
30 consecutive trading days in the previous quarter is more than 110 percent of
the conversion price, 2) in the final year, at any time after the share price is
more than 110 percent of the conversion price for at least one trading day,
bondholders may exercise the stock acquisition rights. Dilution will not be
recognized under US GAAP until the conditions are met for exercising the stock
acquisition rights.
1. Name of the Bond SONY CORPORATION Euro Yen Zero Coupon Convertible Bonds due 2008
(bonds with stock acquisition rights, tenkanshasaigata shinkabu
yoyakuken-tsuki shasai) (the "Bonds with Stock Acquisition
Rights", of which the Bonds and the Stock Acquisition Rights are
to be the "Bonds" and the "Stock Acquisition Rights",
respectively)
2.Issue price of the 100 percent of the principal amount of the Bonds. (Principal amount
Bonds: of Y5,000,000 for each Bond)
3. Issue price of a Stock Zero
Acquisition Right:
4. Date of payment and December 18, 2003
date of issuance:
5.Matters related to
offering
(1)Method of offering: Offering will be made to overseas markets mainly in Europe (except
for the U.S. and Canada) through underwriting of the aggregate
principal amount of the Bonds by the Managers, including Goldman
Sachs International and Merrill Lynch International as the Joint
Lead Managers.
The Company has granted to the Managers an option exercisable at
any time up to and including December 15, 2003 (London time), by
notification to the Company therefore, to additionally subscribe
for the Bonds with Stock Acquisition Rights, up to a further Y30
billion aggregate principal amount of the Bonds. The Bonds with
Stock Acquisition Rights will be deposited with JPMorgan Chase
Bank, London Branch and the Certificated Depositary Interests
representing interests in the Global Bond will be offered in the
manner set forth above.
(2)Offer price of the 102.5 percent of the principal amount of the Bonds.
Bonds with Stock
Acquisition Rights:
6. Particulars of the
Stock Acquisition
Rights
(1)Class and number of Class of shares to be acquired upon exercise of the Stock
shares to be acquired Acquisition Rights is shares of common stock of the Company
upon exercise of the (the "Shares").
Stock Acquisition
Rights: The number of Shares to be newly issued upon the exercise of the
Stock Acquisition Rights or to be transferred in lieu of such
issuance (hereinafter, the issuance or transfer of the Shares is
referred to as "delivery" of the Shares) shall be determined by
dividing the aggregate issue price of the Bonds deposited at the
same time upon exercise of the Stock Acquisition Rights by the
Conversion Price (as defined in Item 6.(3)(B) below); provided,
however, that fractions less than one (1) Share resulting from such
exercise shall be rounded down and no adjustment by cash shall be
made in respect thereof. As to Shares constituting less than one
unit (tangen) resulting from the exercise of the Stock Acquisition
Rights, the holders of such Shares shall be deemed to request the
Company to purchase such Shares and such Shares shall be subject to
the relevant cash adjustment, pursuant to the relevant provisions
of the Commercial Code of Japan.
(2)Aggregate number of 44,000 and the number obtained by dividing an aggregate principal
Stock Acquisition amount of the Bonds in respect of the Bonds with Stock Acquisition
Rights to be issued: Rights to be additionally issued upon exercise of option granted to
the Managers as set forth in Item 5.(1) above by Y5,000,000, plus
the number obtained by dividing an aggregate principal amount of
replacement Bond Certificates that may be issued against
appropriate evidence and indemnity in case of loss, theft or
destruction of any Bond Certificates by Y5,000,000.
(3)Amount to be paid (A)The amount to be paid upon exercise of each Stock Acquisition
upon exercise of the Right shall be equal to the issue price of each Bond.
Stock Acquisition (B)The amount to be paid per Share upon exercise of the Stock
Rights: Acquisition Rights (the "Conversion Price") shall initially be
determined by Mr. Teruhisa Tokunaka, Executive Deputy President and
Group Chief Strategy Officer, Representative Corporate Executive
Officer of the Company, or Mr. Takao Yuhara, Corporate Senior Vice
President and Group Chief Financial Officer, Corporate Executive
Officer of the Company, pursuant to the authorization by the
Executive Board of the Company, taking into account the demand of
investors in bookbuilding procedures for convertible bonds to be
taken in accordance with the market practices of Euromarket, and
any other market condition or trend; provided, however, that the
initial Conversion Price shall be not less than the amount obtained
by multiplying the Closing Price as of the date on which the
Purchase Agreement in relation to the Bonds with Stock Acquisition
Rights is entered into between the Company and the Managers or the
date prior thereto by 1.45.
(C)The Conversion Price shall be adjusted in accordance with the
following formula, if the Company issues new Shares or disposes of
the Shares, after the issuance of the Bonds with Stock Acquisition
Rights, at an issue price or disposal price below the current
market price of the Shares. In the following formula, the "Number
of issued shares" means the total number of Shares already issued
(but excluding those held by the Company).
Number of
shares to
Number be issued x
of or Issue or disposal
issued disposed price per share
shares --------------------------------
+ Market price per share
Conversion Conversion ------------------------------------------
Price Price x Number
after before of Number of shares to be issued or
adjustment adjustment issued disposed
= shares +
The Conversion Price will also be appropriately adjusted in case of
a stock split, consolidation of the Shares or an issue by the
Company of stock acquisition rights to acquire the Shares
(including stock acquisition rights incorporated in bonds with
stock acquisition rights) at a price below the current market price
of the Shares or in certain other cases.
(4)Rationale for The rationale for determining the issue price of the Stock
determining the issue Acquisition Rights as zero and the amount to be paid upon exercise
price of the Stock thereof shall be determined by Mr. Teruhisa Tokunaka, Executive
Acquisition Rights as Deputy President and Group Chief Strategy Officer, Representative
zero and the amount Corporate Executive Officer of the Company, or Mr. Takao Yuhara,
to be paid upon Corporate Senior Vice President and Group Chief Financial Officer,
exercise thereof: Corporate Executive Officer of the Company, pursuant to the
authorization by the Executive Board of the Company, taking into
consideration:
(A) that the Bonds and the Stock Acquisition Rights have a close
interrelation
on the grounds that the Stock Acquisition Rights are incorporated in
the bonds with the stock acquisition rights of convertible bonds
type (tenkanshasaigata) and shall not be transferable separately
from the Bonds, that all Bonds shall cease to exist upon exercise of
the related Stock Acquisition Rights due to substitute payment; and
(B) the value of the Stock Acquisition Rights calculated on the basis
of the
initial Conversion Price to be determined as set forth in Item
6.(3)(B) above, and the economic value obtainable from the interest
rate, the issue price and other terms of issue of the Bonds.
(5)Amount to be The amount of the Conversion Price multiplied by 0.5, with any
transferred to stated fraction less than one (1) yen being rounded up.
capital out of the issue
price of a Share to be
issued upon exercise
of the Stock
Acquisition Rights:
(6)Exercise period of From and including January 28, 2004, up to, and including December 4,
the Stock Acquisition 2008 when the Exercise Agent closes its business (the "Exercise
Rights: Period").
Provided, however, that the Stock Acquisition Rights shall be
exercised in each case (a) if the relevant Bond shall have been
called for redemption pursuant to either one of Item 7 (5)(A),
(B) or (C) below, then up to the close of business on the 10th
business day in Tokyo prior to the date fixed for redemption
thereof, or (b) if such Bond shall have been cancelled by the
Company or delivered by a subsidiary to the Company for
cancellation pursuant to Item 7.(4) below, then up to the time
when such Bond is so cancelled or delivered, or (c) if such Bond
shall become due and repayable pursuant to Item 7.(5), then up
to the time when such Bond shall become so due and repayable;
provided, however, that the relevant Deposit Date falls during
the Exercise Period above, and provided further that in no event
shall the Stock Acquisition Rights be exercised after December
4, 2008 (excluding the relevant day).
(7)Other conditions for (A)No Stock Acquisition Right may be exercised in part only.
the exercise of the (B)Prior to December 19, 2007, a holder of the Bonds with Stock
Stock Acquisition Acquisition Rights may exercise the Stock Acquisition Rights only
Rights: if, as of the last day of any calendar quarter, the Closing Price of
the Shares for any twenty 20 Trading Days in a period of thirty 30
consecutive Trading Days ending on the last Trading Day of such
quarter is more than 110 percent of the Conversion Price. If this
condition is satisfied, then a holder of the Bonds with Stock
Acquisition Rights may (subject to the Conditions) exercise the
Stock Acquisition Rights on and after the first day of the following
quarter until the end of such quarter; provided, however, that the
relevant Deposit Date falls during the Exercise Period.
On any date on or after December 19, 2007, a holder of the Bonds
with Stock Acquisition Rights may exercise the Stock Acquisition
Rights at any time after the Closing Price of the Shares is more
than 110 percent of the Conversion Price at least for one 1 Trading
Day; provided, however, that the relevant Deposit Date falls during
the Exercise Period. Provided, however, that, conditions regarding
the exercise of the Bonds with Stock Acquisition Rights set forth
in this clause will not apply during the period set forth in
(a),(b) or (c) below.
(a)During any period in which any rating assigned to the Company's
long-term senior debt or, as the case may be, to the Bonds (if
rated) by Standard & Poor's International LLC or its successors
(together, "Standard & Poor's") are BBB+ or lower, or by Moody's
Investors Service, Inc. and its successors (together, "Moody's") is
Baa1 or lower, or either the Company's long-term senior debt or the
Bonds (if ever so rated) are no longer rated by either Standard &
Poor's or Moody's, or the rating assigned to either the Company's
long-term senior debt or the Bonds (if ever so rated) has been
suspended or withdrawn by either Standard & Poor's or Moody's.
(b)During any period after the Company gives notice concerning the
redemption prior to maturity set forth in Item 7.(5) below to the
holder of the Bonds with Stock Acquisition Rights.
(c)In case of consolidation in which the Company will not be a
surviving company, transfer of all or substantially all assets of
the Company, split of the business of the Company (only in cases
when obligations of the Company under the Bonds with Stock
Acquisition Rights are assumed by t the corporation to which the
business is transferred) or share exchange (kabushiki-kokan) or
share transfer (kabushiki-iten) by which the Company becomes a
wholly-owned subsidiary of another corporation is performed, the
period from and after the date which is thirty 30 days prior to the
effective date thereof until one day prior to the relevant
effective day.
(8)Events and conditions None.
of the cancellation of
the Stock Acquisition
Rights:
(9)Dividends for the The Company shall pay the full amount of annual dividends or interim
Shares delivered dividends (being a cash distribution pursuant to Article 293-5 of
during a dividend the Commercial Code of Japan), on the Shares delivered upon exercise
accrual period: of the Stock Acquisition Rights with respect to the full dividend
accrual period (currently being the period of six (6) months ending
on March 31 and September 30 of each year) during which the relevant
effective date of such exercise of the Stock Acquisition Rights
falls, as if such exercise had taken effect at the beginning of such
dividend accrual period.
(10) Substitute payment: Pursuant to Items 7 and 8 of Paragraph 1 of Article 341-3 of the
Commercial Code of Japan, when the Stock Acquisition Rights are
exercised, the holder of the Bonds with Stock Acquisition Rights who
exercised such Stock Acquisition Rights shall be deemed to have made
the request that the full amount required to be paid upon exercise
of such Stock Acquisition Rights shall be deemed to be paid in lieu
of the full redemption of the Bonds in respect of such Stock
Acquisition Rights.
7. Matters related to the
Bond
(1)Total amount of issue The aggregate amount of Y 220,000,000,000, plus an aggregate
of the Bonds: principal amount of the Bonds in respect of the Bonds with Stock
Acquisition Rights to be additionally issued upon exercise of the
option granted to the Managers as set forth in Item 5.(1) above, and
an aggregate principal amount of replacement Bond Certificates that
may be issued against appropriate evidence and indemnity in case of
loss, theft or destruction of any Bond Certificate.
(2)Rate of interest: The Bonds shall not bear interest.
(3)Redemption at The Bonds shall be redeemed at 100 percent of their principal amount
maturity: on December 18, 2008.
(4)Purchase and The Company and any of its subsidiaries may at any time purchase the
cancellation of the Bonds with Stock Acquisition Rights in the open market or otherwise.
Bonds: The Bonds with Stock Acquisition Rights that have been purchased by
the Company may, at its option, be cancelled, at which time the
Stock Acquisition Rights incorporated therein shall simultaneously
be deemed to be waived and forfeited. The Bonds with Stock
Acquisition Rights that have been purchased by any subsidiary of the
Company may, at the option of the relevant subsidiary, be delivered
to the Company for cancellation, at which time the Acquisition
Rights incorporated therein shall simultaneously be deemed to be
waived and forfeited.
(5)Redemption prior to (A) Redemption prior to maturity pursuant to the provision of 130
maturity: percent call option:
The Company may, at its option, on or after December 18, 2006, having
given not less than thirty 30 nor more than sixty 60 days' prior
notice of redemption (such notice shall be irrevocable) to the
holders of the Bonds with Stock Acquisition Rights, redeem all, but
not some only, of the Bonds then outstanding at 100 percent of their
principal amount; provided, however, that no such redemption may be
made unless the closing price of the shares of common stock of the
Company (the "Shares") on the Tokyo Stock Exchange, Inc. (the
"Closing Price") for each of the thirty 30 consecutive Trading Days,
the last of which occurs not more than thirty 30 days prior to the
date upon which the notice of such redemption is first published, is
at least 130 percent of the Conversion Price (as defined in 6.(3)(B)
above) in effect on each such Trading Day. "Trading Day" means a day
when the Tokyo Stock Exchange, Inc. is open for business, but does
not include a day when no such Closing Price is reported.
(B) Redemption prior to maturity for taxation reasons:
The Company may, having given not less than thirty 30 nor more than
sixty 60 days' prior notice of redemption (such notice shall be
irrevocable) to the holders of the Bonds with Stock Acquisition
Rights, redeem all, but not some only, of the Bonds then outstanding
at 100 percent of their principal amount at any time at the
Company's option, if the Company satisfies the Trustee that 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, the Company has
or will become obliged to pay any additional amounts in accordance
with a special covenant set forth concerning the payment with
respect to the Bonds and such payment obligation cannot be avoided
by the Company taking reasonable measures available to the Company;
provided, however, that, no such notice of redemption to the holders
of the Bonds with Stock Acquisition Rights shall be given earlier
than ninety 90 days prior to the earliest date on which the Company
would be obligated to pay such additional amounts were a payment in
respect of the Bonds then due.
(C) Redemption prior to maturity in case the Company becomes a
wholly-owned subsidiary of another corporation:
In the case of a resolution being passed at a general meeting of
shareholders of the Company for the Company to become a wholly-
owned subsidiary of another corporation by way of share exchange
(kabushiki-kokan) or share transfer (kabushiki-iten), subject to
certain conditions, the Company may, having given not less than
thirty 30 nor more than sixty 60 days' prior notice of
redemption to the holders of the Bonds with Stock Acquisition
Rights (such notice shall be irrevocable), redeem prior to the
effective date of such share exchange or share transfer all, but
not some only, of the Bonds then outstanding at the following
redemption prices:
When the redemption date is from and including
December 18, 2003 to and including December 17,
2004 104%
When the redemption date is from and including
December 18, 2004 to and including December 17,
2005 103%
When the redemption date is from and including
December 18, 2005 to and including December 17,
2006 102%
When the redemption date is from and including
December 18, 2006 to and including December ,17
2007 101%
When the redemption date is from and including
December 18, 2007 to and including December 17,
2008
100%
(6) Form: The Form of the certificates of the Bonds with Stock Acquisition
Rights (hereinafter referred to as the "Bond Certificates") shall be
in bearer form representing Bonds with Stock Acquisition Rights.
(7) Security or Not applicable.
Guarantee:
(8) Financial Negative pledge
covenants:
8. Listing: The Bonds with Stock Acquisition Rights are scheduled to be listed on
the London Stock Exchange plc
9. Others: Stabilization for our shares of stock will not take place.
Contacts:
For Media: Corporate Communications Tel: 03-5448-2200
For Investors and Analysts: Investor Relations Tel: 03-5448-2180
(Reference)
1. Use of Proceeds
(1) Use of Proceeds from the Issuance of the Bonds with Stock Acquisition Rights
The net proceeds will be applied principally towards capital investment in
semiconductors and key devices, including the next-generation microprocessor
("CELL") and display devices.
(2) Change of Use of Proceeds from the Previous Financing
Not applicable.
(3) Influence on the Company's Earnings
As the Bonds are issued with zero coupon, there will be no influence due to
interest payment on the Company's consolidated earnings.
2. Distribution of Profits to Shareholders
(1) Basic Policy regarding Profit Distribution
Sony believes that by continuously increasing corporate value, its shareholders
can be rewarded.
(2) View on Determining Dividends
Based on the above basic policy, Sony paid annual ordinary dividend of Y25 (of
which Y12.5 paid as interim dividend) per Share for the year ended March 2003.
(3) Use of Retained Earnings
As for retained earnings, Sony plans to utilize them to carry out various
investments that are indispensable for ensuring future growth and strengthening
its competitiveness.
(4) Dividends in the Last 3 Years
March 2001 March 2002 March 2003
------------------------------------------------------------------------------------------
Earning per Share Y49.18 Y32.22 -Y5.46
------------------------------------------------------------------------------------------
Dividend per Share Y25.00 Y25.00 Y25.00
------------------------------------------------------------------------------------------
Actual Dividend Payout
Ratio 51.0% 77.6% -%
------------------------------------------------------------------------------------------
Return on Equity 2.5% 1.6% -0.3%
------------------------------------------------------------------------------------------
Dividends/Equity 1.3% 1.2% 1.2%
------------------------------------------------------------------------------------------
(Note) 1. Return on equity is the figure calculated by dividing net income of
the year by shareholders' equity
(average of total shareholders' equity at the beginning and the end of the
fiscal year).
2. Dividends/Equity is calculated by dividing the total annual dividends by
shareholders' equity (average of
total shareholders' equity at the beginning and the end of the fiscal year).
(5) Compliance with the Past Profit Distribution Rule
Not applicable.
3. Others
(1) Dilution from Contingently Issuable Shares
The Bonds with Stock Acquisition Rights have contingent conversion provisions,
which impose certain limits upon exercise of the conversion rights. The Bonds
with Stock Acquisition Rights are categorized as the contingently issuable
shares under the "Accounting Standard for Earnings per Share" (Accounting
Standards Board Statement No. 2) and the "Application Guideline of Accounting
Standard for Earnings per Share" (Accounting Standards Board Statement
Application Guideline No. 4). Therefore, they are not regarded as potential
shares and the dilution effect is not recognized for the accounting purpose
unless the conditions for exercising the conversion rights are met. Accordingly,
we do not provide a statement on dilution.
(2) Equity Finance in the Last 3 Years
1. Equity Finance
Total Amount of Issue Date of Issue Total Shares Issued
--------------------------------------------------------------------------------------------
Subsidiary Tracking Stock Y9,529,344 thousand 3,072,000 shares
(Targeted Subsidiary:
Sony Communication Network
Corporation) 6/20/2001
--------------------------------------------------------------------------------------------
L isted below were issued for the purpose of the incentive plans to directors
and employees of the Company and its subsidiaries.
Total Outstanding Amount Date of Issue Exercise
Price
--------------------------------------------------------------------------------------------
U.S. Dollar Denominated Convertible US$69,708 thousand Y8,814
Bonds Due 2011 4/16/2001
--------------------------------------------------------------------------------------------
U.S. Dollar Denominated Convertible US$57,221 thousand Y5,952.23
Bonds Due 2006 12/17/2001
--------------------------------------------------------------------------------------------
The Thirteenth Series of Unsecured Y6,920,000 thousand Y6,039
Bonds with Warrants due 2007
bearing 0.9% Coupon 12/21/2001
--------------------------------------------------------------------------------------------
The Fourteenth Series of Unsecured Y150,000 thousand Y3,300
Bonds with Warrants for Shares of
Subsidiary Tracking Stock due 2006
bearing 0.9% Coupon 12/21/2001
--------------------------------------------------------------------------------------------
U.S. Dollar Denominated Convertible US$62,973 thousand Y6,931
Bonds Due 2012 4/15/2002
--------------------------------------------------------------------------------------------
Aggregate Amount of the Date of Issue Exercise
Shares of Common Stock to Price
be Issued or Transferred
upon Exercise of Stock
Acquisition Rights
--------------------------------------------------------------------------------------------
The First Series of Common Stock Y6,477,358.4 thousand Y5,396
Acquisition Rights 12/9/2002
--------------------------------------------------------------------------------------------
The Second Series of Tracking Stock Y45,864 thousand Y1,008
Acquisition Rights 12/9/2003
--------------------------------------------------------------------------------------------
The Third Series of Common Stock US$52,935.075 thousand US$36.57
Acquisition Rights 3/31/2003
--------------------------------------------------------------------------------------------
The Fourth Series of Common Stock Y5,732,377.8 thousand Y4,101
Acquisition Rights 11/14/2003
--------------------------------------------------------------------------------------------
The Fifth Series of Tracking Stock Y37,082.5 thousand Y815
Acquisition Rights 11/14/2003
--------------------------------------------------------------------------------------------
2. Last 3 (Fiscal) Years and Year to Date Share Price Performance
March 2001 March 2002 March 2003 March 2004
-------------------------------------------------------------------------------------------
Open Y14,490 Y8,810 Y6,750 Y4,100
-------------------------------------------------------------------------------------------
High Y15,100 Y10,340 Y7,460 Y4,200
-------------------------------------------------------------------------------------------
Low Y7,510 Y3,960 Y4,070 Y3,680
-------------------------------------------------------------------------------------------
Close Y8,900 Y6,700 Y4,200 Y3,800
-------------------------------------------------------------------------------------------
PER 181.0x 207.9x - -
-------------------------------------------------------------------------------------------
Note: This press release is intended as general information regarding
Sony Corporation's issuance of convertible bonds and shall not be
considered an offering of securities. This press release shall not be
construed as an offering of securities in any region including Japan,
the United States or Canada. The securities may not be offered or
sold in the United States absent registration or an applicable
exemption under the Securities Act of 1933. In the event of an
offering of securities in the United States, a prospectus in English
prepared in accordance with the Securities Act of 1933 will be used.
This transaction does not involve any public offering of securities
in the United States.
Stabilization/FSA
----------------------------------------------------------------------
(Note) 1. Share price data for the year ending March 2004 is as of November 28,
2003.
2. PER is calculated by dividing share price (closing price) at end of the
fiscal year by net income per share of
the fiscal year.
Note: This press release is intended as general information regarding
Sony Corporation's issuance of convertible bonds and shall not be
considered an offering of securities. This press release shall not be
construed as an offering of securities in any region including Japan,
the United States or Canada. The securities may not be offered or
sold in the United States absent registration or an applicable
exemption under the Securities Act of 1933. In the event of an
offering of securities in the United States, a prospectus in English
prepared in accordance with the Securities Act of 1933 will be used.
This transaction does not involve any public offering of securities
in the United States.
Stabilization/FSA
----------------------------------------------------------------------
Note: This press release is intended as general information regarding
Sony Corporation's issuance of convertible bonds and shall not be
considered an offering of securities. This press release shall not be
construed as an offering of securities in any region including Japan,
the United States or Canada. The securities may not be offered or
sold in the United States absent registration or an applicable
exemption under the Securities Act of 1933. In the event of an
offering of securities in the United States, a prospectus in English
prepared in accordance with the Securities Act of 1933 will be used.
This transaction does not involve any public offering of securities
in the United States.
Stabilization/FSA
----------------------------------------------------------------------