Mitsubishi Motors Corporation (“MMC”) hereby announces that MMC has resolved at its board of directors meeting held on February 28, 2014 to acquire its own shares (preferred stock) pursuant to the resolution of the extraordinary shareholders’ meeting held on December 26, 2013 and cancel its own shares (preferred stock).
I. Acquisition of own shares
Based on the “Mitsubishi Motors Capital Restructuring Plan” announced on November 6, 2013, MMC resolved at the extraordinary shareholders’ meeting held on December 26, 2013 to acquire own shares of preferred stock for the purpose of cleanup of shares of preferred stock of MMC, and resolved at its board of directors meetings held on January 7, 2014 and December 26, 2013 to conduct an equity offering (the “Offering”) of shares of common stock of MMC and issue new shares by third party allotment (the “Capital Increase by Third-Party Allotment;” together with the Offering, the “Capital Increase”), and decrease the amount of capital stock and capital surplus reserve in the same amount of the capital stock and capital surplus reserve to be increased by the Capital Increase for the purpose of securing a distributable amount required under the Companies Act upon the acquisition of shares of preferred stock of MMC. Upon the completion of the payment of the Offering and the Capital Increase by Third-Party Allotment on January 29, 2014 and February 25, 2014, MMC decreased the amount of capital stock and capital surplus reserve in the same amount of the total amount of 266,750,064,000 yen of the capital stock and capital surplus reserve (133,375,032,000 yen of the amount of capital stock and 133,375,032,000 yen of the amount of capital surplus reserve) increased by the Offering and the Capital Increase by Third-Party Allotment, and transferred and recorded the entire amount to the “Other capital surplus” (the “Decrease in Amount of Capital, Etc.”).
As a result of completion of the Capital Increase and the Decrease in Amount of Capital, Etc., MMC has resolved at its board of directors meeting held today to acquire own shares of preferred stock as follows (the “Acquisition of Own Shares”) pursuant to the resolution of the extraordinary shareholders’ meeting held on December 26, 2013. The number of shares to be acquired by the Acquisition of Own Shares is the total number of issued shares of preferred stock of MMC less the number of shares of preferred stock subject to the Conversion (as defined in “II.1. Reason for cancellation of own shares” below) to be implemented by the Three Shareholding Companies under the memorandum of understanding regarding the capital policy (the “MOU”) dated November 6, 2013 executed by MMC with Mitsubishi Heavy Industries, Ltd. (“MHI”), Mitsubishi Corporation (“MC”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) and Mitsubishi UFJ Trust and Banking Corporation (“MUTB”; MHI, MC and BTMU are hereinafter collectively referred to as the “Three Shareholding Companies”).
1. Class and number of shares to be acquired
Class G First Series Preferred Stock: 97,300 shares
Class G Second Series Preferred Stock: 137,264 shares
Class G Third Series Preferred Stock: 10,200 shares
2. Amount of cash to be delivered in exchange for acquisition of one share
Class G First Series Preferred Stock: 850,000 yen
Class G Second Series Preferred Stock: 670,000 yen
Class G Third Series Preferred Stock: 690,000 yen
3. Total amount of cash to be delivered in exchange for acquisition of shares
Class G First Series Preferred Stock: 82,705,000,000 yen
Class G Second Series Preferred Stock: 91,966,880,000 yen
Class G Third Series Preferred Stock: 7,038,000,000 yen
4. Date for offer of transfer of shares
March 4, 2014
Under the MOU, MMC executed share purchase agreements with BTMU and MUTB today. The number of shares of preferred stock of MMC that BTMU and MUTB will place offers of transfer under Article 159, Paragraph 1 of the Companies Act pursuant to those agreements is as follows:
BTMU MUTB
Class G First Series Preferred Stock: 57,300 shares 40,000 shares
Class G Second Series Preferred Stock: 137,264 shares ―
Class G Third Series Preferred Stock: ― 10,200 shares
MMC’s equity capital will increase in the amount of 85,040,184,000 yen which is the difference of the amount of the “Other capital surplus” (266,750,064,000 yen) increased by the Decrease in Amount of Capital, Etc. and the amount of the funds for conducting the Acquisition of Own Shares (181,709,880,000 in total). The amount of 72,357,184,000 yen remaining after the deduction of the funds for conducting the Acquisition of Own Shares from the net approximate total amount of 54,067,064,000 from the Capital Increase will be applied to part of the funds for investment in facilities of MMC by the end of March 2016. For the outline of such investment in facilities and the description of the plans for investment in facilities of MMC, please see the press release dated January 7, 2014 titled “Notice Regarding Issuance of New Shares and Secondary Offering of Shares, and Decrease in Amount of Capital Stock and Capital Reserve.”
II. Cancellation of own shares
1. Reason for cancellation of shares
MMC has resolved at its board of directors meeting held today to cancel all of own shares of preferred stock acquired by the Acquisition of Shares subject to the completion of the Acquisition of Shares.
The Three Shareholding Companies agreed under the MOU that the Three Shareholding Companies will directly or indirectly hold 34% or more and less than 35% of the number of voting rights of all shareholders of MMC by acquiring, without delay after the payment date of the Capital Increase by Third-Party Allotment, shares of common stock by exercising acquisition request rights
in exchange for common stock of all or part of the shares of preferred stock directly or indirectly by themselves (the “Conversion”), and MHI will maintain MMC as its equity method affiliate by holding, including those held by MHI’s subsidiary, 20% or more of the total voting rights of MMC. MMC has resolved at its board of directors meeting held today to cancel all of own shares of preferred stock acquired by MMC as a result of the Conversion on the condition that the Three Shareholding Companies execute the Conversion by March 14, 2014 (such cancellation of shares is hereinafter referred to as the “Cancellation of Own Shares”).
Upon the Cancellation of Own Shares, all of the shares of preferred stock of MMC will be cancelled, and the cleanup of shares of preferred stock of MMC which is one of the purposes of the “Mitsubishi Motors Capital Restructuring Plan” announced on November 6, 2013 will be achieved.
2. Details of cancellation of shares
Class A First Series Preferred Stock: 42,200 shares
Class G First Series Preferred Stock: 130,000 shares
Class G Second Series Preferred Stock: 168,393 shares
Class G Third Series Preferred Stock: 10,200 shares
Class G Fourth Series Preferred Stock: 30,000 shares
III. Timeline of acquisition and cancellation of shares (preferred stock) (scheduled)
February 28, 2014 (Friday) Resolution by the board of directors of MMC
March 4, 2014 (Tuesday) (scheduled) Date for offer of transfer of shares
March 5, 2014 (Wednesday) (scheduled) Completion of the Acquisition of Own Shares
On or Before March 14, 2014 (Friday)
(scheduled)
Completion of the Conversion
March 14, 2014 (Friday) (scheduled) Effective date of the Cancellation of Own Shares
Reference
Change in the total number of issued shares as a result of the completion of the Cancellation of Own Shares
