Issue of Debt
December 01 2003 - 11:55AM
UK Regulatory
Sony Corporation
Announcement on determination of terms of issue, etc. of
Euro Yen Zero Coupon Convertible Bonds due 2008
Sony Corporation (the "Company") hereby notifies the determination of the
following terms of issue, etc. of the 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), issuance of which was resolved by the
Executive Board on December 1, 2003.
Description
Matters Regarding the Stock
Acquisition Rights
(1) The amount to be paid upon
exercise of the Stock Equal to the issue price of the Bonds
Acquisition Rights
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Conversion Price* 5,605 yen
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(Reference)
Share price, etc. on Pricing
Date (December 1, 2003)
a.Share price (closing price)
on the Tokyo Stock Exchange 3,800 yen
-------------------------------------
b.Premium (((Conversion
Price*)/
(Share price
(closing
price))-1)x100) 47.5%
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* The amount to be paid per share
upon exercise of the Stock
Acquisition Rights is called the
"Conversion Price".
(2) Amount to be transferred to 2,803 yen per share
stated capital
-------------------------------------
(3) Rationale for The issue price of the Stock Acquisition
determining the issue Rights has been determined as zero,
price of the Stock taking into consideration that the Bonds
Acquisition Rights as zero and the Stock Acquisition Rights have a
and the amount to be paid close interrelation on the grounds that
upon exercise thereof the Stock Acquisition Rights are
incorporated in the bonds with stock
acquisition rights of a convertible bonds
type (tenkanshasaigata) and shall not be
transferable separately from the Bonds,
that all the Bonds shall cease to exist
upon exercise of the related Stock
Acquisition Rights due to substitute
payment, and also taking into
consideration the value of the Stock
Acquisition Rights, and the economic
value obtainable from the interest rate,
the issue price and other terms of issue
of the Bonds. The amount to be paid upon
exercise of each Stock Acquisition Right
has been determined as the amount equal
to the issue price of each Bond, since
the Bonds are bonds with stock
acquisition rights of a convertible bonds
type (tenkanshasaigata). The initial
Conversion Price has been the amount
obtained by multiplying the closing price
of the shares of common stock of the
Company on the Tokyo Stock Exchange on
December 1, 2003 by 47.5%.
(Reference)
1. Total amount of The aggregate amount of 220,000,000,000 yen,
issue of the Bonds: plus an aggregate 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, 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. Date of December 1, 2003
resolution of
issuance:
3. Subscription Not applicable.
period:
4. Date of payment December 18, 2003
and date of
issuance:
5. Exercise period From and including January 28, 2004, up to, and
of the Stock including December 4, 2008 when the Exercise
Acquisition Rights: Agent closes its business (the "Exercise
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 at the Company's option, 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 of the Company for cancellation,
then up to the time when such Bond is so
cancelled or delivered, or (c) if such Bond
shall become due and repayable, 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.
6. Maturity Date: December 18, 2008
Contacts:
For Media: Corporate Communications Tel: 03-5448-2200
For Investors and Analysts: Investor Relations Tel: 03-5448-2180
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.