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Skylark convertibles holders OK amendments to bonds, share redemption
By Jennifer Chiou
New York, July 14 - Skylark Co., Ltd. announced that holders of its ¥30 billion zero-coupon convertible bonds due 2011 authorized amendments to the terms of the notes and related trust deed as well as the redemption of the bonds following its tender offer for its stock.
The company said it will accept at least 72,472,600 shares at a purchase price of ¥2,500 in the offer that began on June 9 and ended on July 10.
Skylark will subsequently redeem the bonds at 113%.
Other amendments include that specific duties required if the company becomes a wholly owned subsidiary of another company through a share exchange or share transfer on or before Aug. 31 will not apply to the share redemption; that the company will add a clause allowing its shares to be delisted when it has delivered the notice of the bond redemption; and that it will add a condition to the bonds that will prohibit holders from exercising related stock acquisition rights after notice is given.
Skylark said holders of 89.76% of the securities were at the July 14 meeting and all approved the amendments.
The company's board previously approved the tender offer for its shares by SNC Investment Co., Ltd.
The purchase price represents a 27.4% premium to the average share closing price of ¥1,962 of the company's stock on the Tokyo Stock Exchange during the six months prior to June 7, and exceeds the highest price of ¥2,350.
The shares represent 61.42% of the company's outstanding equity.
If at least 72,472,600 shares are tendered in the offer, the company already said it plans to redeem the notes with at least three days and not more than 30 days notice between July 15 and Aug. 15.
The tender is part of a management buyout of Skylark. Upon completion, the company said that Kiwamu Yokokawa, representative director, chairman of the board and chief executive officer, will continue as a director of the company.
Tokyo-based Skylark operates a restaurant chain.
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