Last Updated: 2006.08.18
Tender offer results & CABIN Co., Ltd. transfer to FR subsidiary
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FAST RETAILING CO., LTD.
This document is an English version of a statement written in Japanese.
The Japanese original should be considered as the primary version.
At it’s special board of directors meeting held on July 21, 2006, FAST RETAILING CO., LTD. decided to acquire common stock in CABIN Co., Ltd. (TSE First Section, Code No. 8164) through a tender offer. The tender offer was duly conducted from July 24 through August 17, 2006. The results of that tender offer are detailed below.
In addition, as a direct result of the tender offer, CABIN is expected to become a consolidated subsidiary of FR effective August 24, 2006. Details pertinent to that change in status are also included in this release.
I. Results of the tender offer
1. Outline of the tender offer (announced July 21, 2006)
(1) Company name: CABIN Co., Ltd.
(2) Class of shares to be acquired through the tender offer: common stock
(3) Tender offer period:
A 25-day period from Monday, July 24, 2006 through Thursday August 17, 2006
(4) Tender offer price: 740 yen per share
2. Results of the tender offer
(1) Subscription overview
Total number of shares sought for purchase 7,706,000 shares
Total number of shares subscribed 14,636,800 shares
Total number of shares to be purchased 7,706,000 shares
(2) Extent of success of tender offer
Since the total number of shares subscribed (14,636,800 shares) exceeded
the number of shares sought for purchase through the tender offer
(7,706,000 shares), as described in the public notice of the tender offer and
notification of the tender offer and based on the Securities & Exchange
Law Article 27 Chapter 13 Clause 4 Item 2, FR shall not purchase all or
a part of the excess, but make delivery of the shares or other settlement
on a pro-rata basis as stated in the Securities & Exchange Law Article 27
Chapter 13 Clause 5, and the Cabinet Office Regulations Chapter 32 concerning
disclosure of a tender offer for stock by any person or body other than
the issuer.
Total number of subscribing shareholders
|
Total number of shares subscribed
|
Total number of shares to be purchased
|
Total number of shares to be returned
|
458
|
14,636,800 shares
|
7,706,000 shares
|
6,930,800 shares
|
(3) Calculation method for the pro-rata tender offer
The total number of shares to be purchased from subscribing shareholders, reached
by rounding off the number of shares less than one unit (1,000 shares) that occurred
as a result of the pro-rata, or proportional distribution, calculation, exceeded the number
of shares sought in the tender offer. Therefore, until the total number of shares to be
purchased fell to the number of shares sought in the tender offer, FR reduced the number
of shares purchased from each subscriber by one unit starting with the ubscribers who
benefited most from the rounding off of shares in the subscription calculation.
However, if applying the same purchasing method to multiple subscribers with identical
rounding off conditions meant that FR was unable to attain the number of shares sought
in the tender, FR picked the shareholders for tender from among the subscribers by random
selection, but so as not to exceed the number of shares sought.
(4) Total number of shares held and ownership percentage before and after the tender offer
FR shareholding prior to tender offer 13,197,000 shares(32.99% voting stake 1))
(31.57% of total shares outstanding 3))
FR shareholding after tender offer 20,903,000 shares(51.66% voting stake 2))
(50.00% of total shares outstanding 3))
Note 1: The voting stake before the tender offer has been calculated according to the following
criteria. Start with a total number of voting rights for all shareholders of 40,024 as
declared in the 36th financial statement for the year ended February 28, 2006. Then
take away the 18 voting rights relating to stock held under the name of the Japan
Securities Depository Center, Inc. and the two voting rights relating to stocks
that were nominally in the name of CABIN on the stockholder register but that are
not actually held by CABIN. That leaves a total of 40,004 voting rights. The voting
stake is then calculated based on this figure and rounded off to the second decimal
place.
Note 2: The voting stake after the tender offer has been calculated as follows. Start with the total of 40,004 voting rights before the offer. Then add on the 455 voting rights relating to the number of stocks transferred on the exercise of share warrants on CABIN stock options. That gives a total number of 40,459 voting rights. The voting stake is then calculated based on this figure and rounded off to the second decimal place.
Note 3: The ownership stake in relation to the total number of shares outstanding is calculated based on a total of 41,803,644 outstanding CABIN shares as of August 18, 2006. (That total takes into account the treasury stock retirement by CABIN on July 24, 2006.) The ownership stake is rounded off to the second decimal place.
(5) Funding required for tender offer: approximately ¥5.8bln
3. Settlement methods and starting date
(1) Name and headquarters of securities companies and banks assigned to settle the tender
offer
Nomura Securities Co.,Ltd. 1-9-1 Nihonbashi, Chuo-ku, Tokyo
(2) Starting date for settlement
Thursday, August 24, 2006
(3) Settlement method
The notification of such purchase by the tender offer will be sent by mail to
the addresses of subscribing shareholders (or to the standing proxy in the
case of foreign shareholders), immediately after completion of the tender
offer. The purchase will be conducted in cash. In accordance with directions
of subscribing shareholders, payment for the purchased shares will be sent
by the tender offer agent Nomura Securities Co.,Ltd. to the location
designated by the subscribing shareholders, or paid at the headquarters or
any nationwide branch of the tender offer agent, immediately after the
settlement starting date.
4. Places where copies of the tender offer report are available for public viewing
FAST RETAILING CO., LTD. (Tokyo HQ), 1-13-12 Kudanshita-kita,
Chiyoda-ku, Tokyo
Tokyo Stock Exchange, Inc., 2-1 Kakutocho, Nihonbashi, Chuo-ku, Tokyo
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