HOME > Investor Relations > IR News > Tender offer results & CABIN Co., Ltd. transfer to FR subsidiary

IR News

Last Updated: 2006.08.18

Tender offer results & CABIN Co., Ltd. transfer to FR subsidiary

PDF ( 24KB )
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

 ► PDFPlease see here for details.