February 17,2006 |
Early Redemption and Cancellation of Convertible Bonds with Stock Acquisition Rights and Stock Acquisition Rights, and Dissolution of Management and Advisory Agreement with Livedoor Securities Co., Ltd. |
We hereby announce that TRANS GENIC INC. (hereinafter referred to as "TRANS GENIC" or the "Company"; President: Masahiro Koreishi) resolved at its meeting of the board of directors held on February 17, 2006 early redemption and cancellation of its Second Series of Unsecured Convertible Bonds with Stock Acquisition Rights (Limited Inter-Bond Pari Passu Clause), its First Series of Stock Acquisition Rights, and dissolution of the management and advisory agreement with Livedoor Securities Co., Ltd. (hereinafter referred to as "Livedoor Securities"; CEO: Hiroshi Nakanishi). Details of the resolution are described below. TRANS GENIC has been exploring new business opportunities
and expansion of existing business through M&A and tie-ups
by applying embryo manipulation technology accumulated through
its experience in knock-out mouse production. For this purpose,
a management advisory agreement was entered into between Livedoor
Securities and TRANS GENIC on November 14, 2005. For fundraising
purposes of this new relationship, TRANS GENIC issued Convertible
Bonds with Stock Acquisition Rights to allocate to Livedoor
Securities, and Stock Acquisition Rights to allocate to Livedoor
FINANCE Co., Ltd. (CEO: Masaki Nakano) Summary of the Second Series of Unsecured Convertible Bonds
with Stock Acquisition Rights and the First Series of Stock
Acquisition Rights to be redeemed and cancelled is as follows:
|
| 1. | Name of bonds and rights to be redeemed and cancelled: |
Second Series of Unsecured Convertible Bonds with Stock Acquisition Rights issued by TRANS GENIC, and First Series of Stock Acquisition Rights issued by TRANS GENIC |
|
| 2. | Date of early redemption and cancellation |
| March 20, 2006 |
|
| 3. | Amounts to be redeemed and cancelled |
| Up to 500 million yen for the Convertible
Bonds with Stock Acquisition Rights, and up to 6.6 million yen
for the Stock Acquisition Rights |
| (Reference) | |
| Section 7 (5)-3 of the Terms and Conditions
of the Convertible Bonds with Stock Acquisition Rights: The Company may, at its option, redeem all (but not part of) the bonds then outstanding after December 1, 2005 by giving notice to the bondholders within a period of 30 to 60 days prior to the redemption date. For such purpose, the redemption price shall be 100 yen per face value of the bond, 100 yen. |
|
| Section 17 (2) of the Terms and Conditions
of the Stock Acquisition Rights: The Company, if it resolves at its meeting of the board of directors that the redemption of the Stock Acquisition Rights is necessary, may redeem all the Stock Acquisition Rights then outstanding for 165,000 yen per unit, by giving notice and public notice (if certificates of the Stock Acquisition Rights are issued) in accordance with the provision of Article 280-36 of the Commercial Code, and giving advance notice to holders of the Stock Acquisition Rights within a period of 30 to 60 days prior to the redemption date. |
|
(Reference) Outline of the Bond |
|
| (1) | Date of issue: November 30, 2005 |
| (2) | Aggregate issue amount: 3 billion yen |
| (3) | Cumulative conversion amount: 2.5 billion yen (as of February 16, 2006) |
| (4) | Number of shares converted: 24,920,000 shares |
| (5) | Initial date of maturity: November 30, 2007 |
| (6) | Interest rate: Interest is not paid. |
| (Reference) Outline of the Stock Acquisition Rights | |
| (1) | Date of issue: November 30, 2005 |
| (2) | Type and number of shares for the purpose of the Stock Acquisition Rights: |
| Common stock 20,000,000 shares (as of February 16, 2006) |
|
| (3) | Aggregate issue amount: 6,600,000 yen |
| (4) | Cumulative number of shares issued upon exercise of rights: None |
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