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Link Theory holders may exercise stock acquisition rights for convertibles, put triggered
By Jennifer Chiou
New York, Jan. 30 - Link Theory Holdings Co., Ltd. announced that holders of its zero-coupon convertible bonds due 2018 may now their exercise stock acquisition rights for the outstanding ¥10.7 billion of securities.
The condition to exercise of this option no longer applies, the company said.
It noted that the conversion price is currently ¥886,250 per share, and the closing price on Jan. 27 was ¥100,000 per share.
Link Theory also said that Fast Retailing Co., Ltd. is offering to buy the convertibles at 99% of par alongside its bid to buy all the shares it doesn't currently own for ¥170,000 each.
However holders will have the right to put the bonds at 100% of the principal amount on May 12.
The company recently said that it plans to ask bondholders to allow it to add an additional redemption feature to the bonds.
As already noted, the move is part of a proposed acquisition of the company by Fast Retailing.
After Fast Retailing's tender for Link Theory's shares, stock acquisition rights and convertibles ends, Link Theory plans to call a meeting of bondholders to ask them to approve amending the securities so that Link Theory can redeem them at a price of 104% of the principal amount.
The redemption price is based on the current provision in the convertibles that allow them to be redeemed at 104% if an early redemption occurs between May 13, 2009 and May 12, 2010 as a result of a share exchange or share transfer that results in Link Theory becoming a wholly owned subsidiary of another company.
Under Fast Retailing's offer, Link Theory will become a wholly owned subsidiary of Fast Retailing.
Link Theory is a Tokyo-based based fashion retailer. It currently has ¥10.7 billion of the convertibles outstanding. They are putable at par on May 12, 2009, May 12, 2012 and May 12, 2015.
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