Notice is hereby given that today the undecided
offer price and other matters were determined with respect to the secondary
offering of the shares of common stock (the gSharesh) of Ajinomoto Co., Inc.
(the gCompanyh) which was resolved at the meeting of the Board of Directors
of the Company held on October 10, 2003 as set forth below:
Description
I.Secondary Offering of the Shares through Purchase and Underwriting by the Underwriters:
(1)Offer Price:
1,105 yen per Share.
(2)Aggregate Amount of Offer Price:
27,072,500,000 yen.
(3)Subscription Price:
1,059.88 yen per Share.
(4)Aggregate Amount of Subscription Price:
25,967,060,000 yen.
(5)Subscription Period:
From and including October 22, 2003 to and including October 24, 2003.
(6)Delivery Date:
October 30, 2003.
NOTE:
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The Underwriters will subscribe the Shares at the Subscription Price and sell the Shares at the Offer Price.
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II.Secondary Offering of the Shares through Over-allotment:
Secondary Offering of the Shares through Over-allotment
is 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 Shares which are 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 2,000,000 Shares.
The exercise period of the Greenshoe Option will commence from and including
Thursday, October 30, 2003 and end on and including Friday, November 21,
2003.
In addition, Nomura Securities Co., Ltd. may, within the Syndicate Cover
Transactions Period (that is a period commencing from and including Saturday,
October 25, 2003 and ending on and including Tuesday, November 18, 2003),
purchase up to such number of Shares to be sold in the Secondary Offering
through Over-allotment (2,000,000 Shares) on the market of Tokyo Stock Exchange,
Inc. with the aim of procuring and returning the Borrowed Shares (the gSyndicate
Cover Transactionh).
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 to purchase.
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.
(1)Maximum Number of Shares to be Offered through Over-allotment:
2,000,000 Shares.
(2)Offer Price:
1,105 yen per Share.
(3)Aggregate Amount of Offer Price:
2,210,000,000 yen.
(4)Subscription Period:
From and including October 22, 2003 to and including October 24, 2003.
(5)Delivery Date:
October 30, 2003.
Information for Reference:
Calculation of the Offer Price:
Share Price per Share on the Record Date:
1,128 yen on October 21, 2003
Discount Rate for Determining the Offer Price:
2.04 per cent.
End
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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