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December 2, 2003
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 Acquisition
Rights |
Equal to
the issue price of the Bonds |
| Conversion
Price* |
¥5,605
|
(Reference)
Share price, etc. on Pricing Date (December 1, 2003)
|
| a. Share
price (closing price) on the Tokyo Stock Exchange |
¥3,800
|
b. Premium
<{(Conversion Price*/
(Share price (closing price))-1}x100>
*The amount to be paid per share upon
exercise of the Stock Acquisition Rights is called
the "Conversion Price".
|
47.5%
|
| (2) Amount
to be transferred to stated capital |
¥2,803 per share
|
| (3) Rationale
for determining the issue price of the Stock Acquisition
Rights as zero and the amount to be paid upon exercise
thereof |
The issue
price of the Stock Acquisition Rights has been determined
as zero, taking into consideration 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 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 issue of the Bonds: |
The aggregate
amount of ¥220,000,000,000, 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
resolution of issuance: |
December
1, 2003 |
| 3.Subscription
period: |
Not applicable. |
| 4.Date of
payment and date of issuance: |
December
18, 2003 |
| 5. Exercise
period of the Stock Acquisition Rights: |
From and
including January 28, 2004, up to, and including December
4, 2008 when the Exercise 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 |
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 |
|
