Note 2) There is a possibility that any share subscription warrants
attached to the PENTAX Bonds with Share Subscription Warrants
could be exercised by the end of the Tender Offer period.
The subscription warrant
programme is not expected to lead to any considerable costs for the company.
concerning the PENTAX Share Subscription Warrants
which were issued in accordance with a resolution of the Target's board of directors' meeting held on May 23, 2005 and a resolution of the Target's annual general meeting of shareholders held on June 24, 2005, such Tender Offeror's acquisition or holding of its shares, etc.
Until 17:00 New York City time, on 30 September 2015, the company's subscription warrants
will be exercisable and may be extended later subject to certain limitations.
The subscription price per share shall be based on a market valuation of the subscription warrant
, including the consideration per subscription warrant
at transfer in accordance with the above, and shall be determined by an independent valuation institute in accordance with established valuation methods (Black & Scholes) in connection with the allotment of the subscription warrants
to AarhusKarlshamn Invest AB.
In the event that the directed share issues are subscribed for in full and full subscription of shares through exercise of the issued subscription warrants
is made, an amount of approximately SEK70m will be added to the equity of the Company.
The final implementation of the bond issue and the conversion of the convertible bonds were subject to resolutions by the extraordinary general meeting in accordance with the board's proposals on amendment of the terms and conditions for the convertible bonds, a reduction of the company's share capital, a set-off issue, a directed share issue and a directed issue of subscription warrants
Today, we have received from HOYA CORPORATION a report to the effect that, as a result of the Tender Offer that was conducted from July 3 through August 6 of 2007, 118,064,117 shares of our common stock and 2,493 units of PENTAX Bonds with Share Subscription Warrants
have been tendered.
In the warrants offering, the company exercised the subscription warrants
to purchase approximately 0.
Subscription and payment for the subscription warrants
shall be made by 1 December 2010 at the latest, with a right for the Board of Directors to extend these time limits.
the purchase price of each of the Pentax bonds with share subscription warrants
= (the issue price of each bond (1,005,000 Yen) / the convertible price (540 Yen))* the purchase price of common stock (in the event that the result is not a whole number, the purchase price will be rounded to the nearest Yen).
i) PENTAX shall not take any action through its rights plan without HOYA's prior written consent, (ii) PENTAX's board of directors will resolve to cancel, subject to the completion of the Tender Offer, the share subscription warrants
issued based on a resolution adopted at the shareholders' meeting of PENTAX held on June 24, 2005 relating to PENTAX's trust-type rights plan (the "1st Series Share Subscription Warrants
") and (iii) PENTAX's board of directors will resolve that HOYA's acquisition or possession of PENTAX's shares, etc.