Notice is hereby given that Ajinomoto Co., Inc. (the gCompanyh) adopted
a resolution in respect of the secondary offering (the gSecondary Offeringh)
of the shares of common stock of the Company at the meeting of the Board
of Directors of the Company held on October 10, 2003 as set forth below:
Description
- Secondary Offering of the Shares through Purchase and Underwriting by the Underwriters:
(1)
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Number of shares to be offered:
24,500,000 shares of common stock of the Company (the gSharesh).
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(2)
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Selling Shareholders and the Number of Shares Sold:
The Dai-ichi Mutual Life Insurance Company
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10,000,000 Shares
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Nippon Life Insurance Company
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8,000,000 Shares
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Yasuda Mutual Life Insurance Company
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2,500,000 Shares
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The Mitsubishi Trust and Banking Corporation
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2,000,000 Shares
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The Norinchukin Bank
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2,000,000 Shares
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(3)
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Offer Price:
Undecided (Offer Price will be determined on any day during the period from
Tuesday, October 21, 2003 to Friday, October 24, 2003 (the gDate of Determining
Offer Priceh)).
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(4)
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Method of Offering:
All the Shares to be sold shall be severally purchased, underwritten and
to be sold by Nomura Securities Co., Ltd., Nikko Citigroup Limited and Daiwa
Securities SMBC Co. Ltd. (the gUnderwritersh).
The consideration of the Underwriters for such offering shall be the aggregate
amount of the Offer Price per Share minus the subscription price per Share
(which is the purchase price per Share to be paid to the Company by the Underwriters)
multiplied by the total number of Shares to be offered set out in I.(1) above.
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(5)
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Subscription Period:
The subscription period is scheduled to be a period commencing from and including
the day immediately following the Date of Determining Offer Price and ending
on the third business days after such date.
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(6)
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Delivery Date:
The Delivery Date is scheduled to be the seventh day after the Date of Determining Offer Price.
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(7)
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Subscription Money:
The same amount as the Offer Price per Share.
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(8)
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The Number of Shares of One Unit for Subscription:
1,000 Shares
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(9)
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Determination
of the conditions and approval of necessary matters for the Secondary Offering
of the Shares through purchase and underwriting by the Underwriters, including
the Offer Price, the Date of Determining Offer Price, Subscription Price,
Subscription Period and Delivery Date, are delegated to the President and
Director (or if the President and Director is prevented from so doing, a
member of the [Management Committee] of the Company who is in charge of the
Finance Department).
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(10)
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With respect to the foregoing, the Notification of Securities has been submitted on October 10, 2003.
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- Secondary Offering of the Shares through Over-allotment (see Note below):
(1)
| Number of Shares to be Offered:
Up to 2,000,000 Shares.
The number of Shares to be offered through over-allotment shall be determined
on the Date of Determining Offer Price under consideration of the condition
of demands for the Shares offered through purchase and underwriting by the
Underwriters.
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(2)
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Selling Shareholder:
Nomura Securities Co., Ltd.
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(3)
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Offer Price:
Same as the Offer Price mentioned in I.(3) above.
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(4)
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Method of offering:
Nomura Securities Co., Ltd. will sell the Shares which were borrowed from
certain shareholder(s) of the Company under consideration of the condition
of demands for the Shares offered through purchase and underwriting by the
Underwriters.
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(5)
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Subscription Period:
Same as the Subscription Period mentioned in I.(5) above.
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(6)
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Delivery Date:
Same as the Delivery Date mentioned in I.(6) above.
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(7)
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Subscription Money:
Same as the Subscription Money mentioned in I.(7) above.
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(8)
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The Number of Shares of One Unit for Subscription:
1,000 Shares |
(9)
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Determination of the conditions and approval
of necessary matters for the Secondary Offering of the Shares through Over-allotment,
including the Offer Price, the Date of Determining Offer Price, Subscription
Price, Subscription Period and Delivery Date, are delegated to the President
and the Director (or if the President and Director is prevented from so doing,
a member of the Management Committee of the Company who is in charge of the
Finance Department).
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(10)
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With respect to the foregoing, the Notification of Securities has been submitted on October 10, 2003.
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NOTES:
- Purpose of the Secondary Offering
The purpose of the Secondary Offering of the Shares of the Company is to
diversify the distribution of the shareholders of the Company and to promote
a greater public understanding through increasing the number of individual
shareholders..
- Secondary Offering through Over-allotment
Secondary Offering through Over-allotment may be effected by Nomura Securities
Co., Ltd. on the occasion of the Secondary Offering of the Shares through
purchase and underwriting by the Underwriters, under consideration of the
condition of demands for the Shares sold by offering (the "Secondary Offering
through Over-allotment") the Shares which were borrowed from certain shareholder(s)
of the Company (the "Borrowed Shares") with the same conditions as the Secondary
Offering through purchase and underwriting by the Underwriters. In connection
therewith, Nomura Securities Co., Ltd. will be granted by the above-mentioned
shareholder(s) an option (the "Greenshoe Option") to additionally acquire
up to 2,000,000 Shares. The exercise period of the Greenshoe Option will
commence from and including the delivery date of the Shares sold by the Secondary
Offering and end on and including the 30th day (or, in the case of the 30th
day being not a business day, the business day immediately preceding such
day) calculated from the day immediately following the end of the subscription
period of the Shares.
In addition, Nomura Securities Co., Ltd. may, within the Syndicate Cover
Transactions Period (that is a period commencing from and including the day
immediately following the end of the subscription period of the Shares and
ending on three business days prior to the last day of the exercise period
of the Greenshoe Option mentioned above), purchase up to such number of Shares
as sold in the Secondary Offering through Over-allotment on the market of
Tokyo Stock Exchange, Inc. with the aim of procuring and returning the Borrowed
Shares.
Even during the Syndicate Cover Transaction Period, Nomura Securities Co.,
Ltd. at its discretion may choose not to enter into any syndicate cover transactions
or to terminate such transactions without purchasing the maximum number of
Shares granted.
Further, Nomura Securities Co., Ltd. may effect stabilization transactions
in relation to the Secondary Offering through purchase and underwriting by
the Underwriters and the Secondary Offering through Over-allotment and may
allocate all or part of such Shares purchased by stabilization transactions
for returning the Borrowed Shares.
The remaining number of the Borrowed Shares after allocation of the Shares
purchased by Syndicated Cover Transactions and stabilization transactions
for returning may be settled by exercise of the Greenshoe Option by the Nomura
Securities Co., Ltd.
Note:
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This material is prepared for the purpose
of public disclosure of the Secondary Offering of the Company and is not
prepared for any solicitation for investment or offering. In the case of
investment, investors should refer to the prospectus prepared by the Company
and make investment decision by him/herself in accordance with his/her own
judgment.This material is not an offer of securities for sale into the United
States. The securities may not be offered or sold in the United States unless
they are registered or exempt from registration and any public offering of
securities to be made in the United States will be made by means of a prospectus
that will contain detailed information about the Company and management,
as well as financial statements.
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