By Kenneth Lim
Boston, Feb. 27 - Japan's Nippon Sheet Glass Co. Ltd. priced ¥110 billion of zero-coupon three-year convertible bonds at a 20% initial conversion premium.
Daiwa Securities SMBC Co. and UBS AG London Branch are managing the deal.
The bonds, which mature on March 13, 2009, will be sold at par of ¥100. The initial conversion price of ¥581 works out to an initial conversion ratio of about 0.17 shares per bond.
After May 8, 2006, the conversion price will be adjusted on the first and third Friday of every month based on the latest three-day volume-weighted average stock prices, subject to adjustment limits at 50% and 150% of the five-day closing average on May 8, 2006. If the adjusted conversion price falls below the 50% floor for 10 straight trading sessions, bondholders may force the company to redeem the securities.
The company can call the bonds at any time, and will force redemption in the event of a takeover.
Nippon Sheet Glass, which makes flat glass products and is headquartered in Tokyo and Osaka, is raising about ¥109 billion in net proceeds from the offering to finance the acquisition of British glassmaker Pilkington plc. If the acquisition does not proceed, Nippon Sheet Glass will cancel the issue or, if the convertible bonds have already been issued, redeem them.
| Issuer: | Nippon Sheet Glass Co. Ltd.
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| Issue: | Unsecured convertible bonds
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| Bookrunners: | Daiwa Securities SMBC Co. and UBS AG London Branch
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| Amount: | ¥110 billion
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| Maturity: | March 13, 2009
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| Coupon: | 0%
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| Price: | Par
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| Yield: | 0%
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| Conversion premium: | 20% (over Feb. 24 close)
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| Conversion price: | ¥581, subject to adjustment on the first and third Friday of every month based on volume-weighted average stock prices with limits at 50% and 150%.
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| Conversion ratio: | 0.17
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| Takeover protection: | Company will call convertibles
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| Call: | Current |
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| Puts: | Triggered if adjusted conversion price falls below lower limit of 50% for 10 consecutive trading days
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| Pricing date: | Feb. 27
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| Settlement: | March 15
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