NIPPON STEEL CORPORATION This document is the English translation of the official Japanese version of the Press Release ("Official Japanese Version"). The English translation was prepared for your reference, to help you understand what is stated in the Official Japanese Version. In the event of any discrepancy between the Official Japanese Version and the English translation, the Official Japanese Version will prevail.
For distribution
January 9, 2015
Company name: | Nippon Steel & Sumitomo Metal Corporation |
Representative: | Kosei Shindo Representative Director and President |
(Code: 5401) |
NS Solutions Corporation (hereinafter referred to as "NSSOL"), a subsidiary of Nippon Steel & Sumitomo Metal Corporation (hereinafter referred to as the "Company"), conducted a tender offer to repurchase a portion of its shares (hereinafter referred to as the "Tender Offer") from December 4, 2014 through January 8, 2015. For further details, please see the attachment.
As a result of the Tender Offer, 6,493,500 shares of NSSOL common stock tendered by the Company will be repurchased by NSSOL.
The sale by the Company of a part of the NSSOL shares in its possession under the Tender Offer does not and will not have material impact on the Company's consolidated results of operations.
For inquiries, contact: Public Relations Center, General Administration Div. TEL: +81-3-6867-2135, 2146, 2977, 5807
This document is the English translation of the official Japanese version of the Press Release ("Official Japanese Version"). The English translation was prepared for your reference, to help you understand what is stated in the Official Japanese Version. In the event of any discrepancy between the Official Japanese Version and the English translation, the Official Japanese Version will prevail.
attachment
For distribution
January 9, 2015
Company name: | NS Solutions Corporation |
Representative: | Munetaka Shashiki Representative Director & President |
(Code: 2327; Tokyo Stock Exchange, First Section) | |
Inquiries: | Masayuki Takahara, Director, General Administration Department |
(Tel:81-3-5117-4111) |
NS Solutions Corporation (hereinafter referred to as the "Company") resolved at a meeting of the Board of Directors on December 3, 2014 to acquire its own shares and to conduct a tender offer for such acquisition of its own shares (hereinafter referred to as the "Tender Offer"), using the acquisition method specified under Article 156, Paragraph 1 of the Companies Act (Act No. 86 of 2005 as amended; the same applies hereafter) which is to be read pursuant to Article 459, Paragraph 1 of the same act as applied and the provisions of the Company's Articles of Incorporation. The Company hereby announces that the Tender Offer began on December 4, 2014 and ended on January 8, 2015, as outlined below.
The Company also announces that the acquisition of its shares based on the resolution at the meeting of the
Board of Directors on December 3, 2014 has been completed upon the completion of the Tender Offer.
I. Outcome of the Tender Offer
1. Description of the Offer
(1) Name and address of the offerer
NS Solutions Corporation
(20-15, Shinkawa 2-chome, Chuo-ku, Tokyo)
(2) Class of listed shares to be repurchased
Common shares
(3) Tender offer period
A. Tender offer period
From Thursday, December 4, 2014 to Thursday, January 8, 2015 (20 business days)
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This document is the English translation of the official Japanese version of the Press Release ("Official Japanese Version"). The English translation was prepared for your reference, to help you understand what is stated in the Official Japanese Version. In the event of any discrepancy between the Official Japanese Version and the English translation, the Official Japanese Version will prevail.
B. Date of public notice of the commencement of the tender offer
Thursday, December 4, 2014
(4) Tender offer price
3,080 yen per common share
(5) Method of settlement
i) Name and head office address of financial instruments business operator, bank, or other institution in charge of settlement of the tender offer
(Tender offer agent)
Daiwa Securities Co. Ltd.; 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
ii) Settlement commencement date
Monday, February 2, 2015
iii) Method of settlement
Notification of the purchases will be sent, without delay, after the conclusion of the Tender Offer Period, to the address or location of persons who accept an offer to purchase the shares associated with the Tender Offer or who offer to sell their shares (hereinafter referred to as the "Tendering Shareholders"). In case of foreign resident shareholders (including corporate shareholders; hereinafter referred to as the "Foreign Shareholders"), the notification will be sent to the address or location of the standing proxy.
Purchases will be settled in cash. The purchase amount for the tender offer less applicable withholding taxes (see note) will be remitted by the tender offer agent to the location designated by the Tendering Shareholders (or the standing proxy for the Foreign Shareholders) or paid at the head office or branches in Japan of the tender offer agent that accepted the application for the tender offer without delay after the settlement commencement date.
Note: Taxes on shares purchased under the Tender Offer
Please make any decisions after consulting a tax advisor or other professional about specific tax questions.
(A) In case of individual shareholders
i) For the Tendering Shareholders who are residents of Japan or non-residents with a permanent establishment in Japan
When the amount of money received for accepting the Tender Offer exceeds the amount of the portion of the tender offeror's capital (or for a consolidated corporation, its
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This document is the English translation of the official Japanese version of the Press Release ("Official Japanese Version"). The English translation was prepared for your reference, to help you understand what is stated in the Official Japanese Version. In the event of any discrepancy between the Official Japanese Version and the English translation, the Official Japanese Version will prevail.
consolidated individual stated capital) attributable to the shares that are the basis for that payment, the amount in excess will be deemed a dividend income and taxed accordingly. The amount deemed to be a dividend income is subject to a withholding of 20.315% (15.315% for income tax and special income tax for reconstruction under the Act on Special Measures for Securing Financial Resources Necessary to Implement Measures for Reconstruction following the Great East Japan Earthquake [Act No. 117 of 2011] [hereinafter referred to as the "Special Income Tax for Reconstruction"] and 5% for resident tax), as a general rule. (There will be no special withholding of the 5% resident tax for non-residents with a permanent establishment in Japan.) However, if the shareholder is considered a principal shareholder prescribed in Article 4-6-2-12 of the Order for Enforcement of the Act on Special Measures Concerning Taxation (hereinafter referred to as the "Principal Shareholders"), the withholding is 20.42% (income tax and the Special Income Tax for Reconstruction only). Furthermore, the amount derived after deducting the amount deemed to be a dividend income from the amount received for accepting the Tender Offer will be deemed income from the transfer of shares. As a general rule, the amount after deducting the cost of acquiring the shares from the transfer income is subject to declared separate income taxes.
Incidentally, when tendering the shares in the tax-exempted account prescribed in Article 37-14 of the Act on Special Measures Concerning Taxation (Exemption of taxation on income from the transfer of small-sum listed shares in tax-exempted accounts) (hereinafter referred to as the "Tax-exempted Account) in response to the Tender Offer, no tax will be imposed on the income from transfer arising from the Tender Offer, as a general rule, if the financial instruments business operator with whom the Tax-exempted Account is established is Daiwa Securities Co. Ltd. When the Tax-exempted Account is established with a financial instruments business operator other than Daiwa Securities Co. Ltd., taxation may not be handled as mentioned above.
ii) For the Tendering Shareholders who are non-residents without a permanent establishment in Japan
The amount deemed to be a dividend income will be subject to withholding of 15.315% (income tax and the Special Income Tax for Reconstruction only). If the shareholders are considered the Principal Shareholders, the withholding will be 20.42% (income tax and the Special Income Tax for Reconstruction only). As a general rule, income arising from the transfer will not be subject to taxation.
(B) In case of corporate shareholders
As taxation on deemed dividend, when the amount of purchase exceeds the amount of
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This document is the English translation of the official Japanese version of the Press Release ("Official Japanese Version"). The English translation was prepared for your reference, to help you understand what is stated in the Official Japanese Version. In the event of any discrepancy between the Official Japanese Version and the English translation, the Official Japanese Version will prevail.
capital per share, the amount in excess will be subject to the withholding of 15.315% (income tax and the Special Income Tax for Reconstruction only), as a general rule.
2. Results of the Tender Offer
(1) Number of shares purchased
Share class | Anticipated number of shares to be purchased | Number of excess shares to be purchased | Number of shares tendered | Number of shares purchased |
Common shares | 7,142,900 shares | 0 shares | 6,493,500 shares | 6,493,500 shares |
(2) Calculation where the pro rata method is used
Not applicable
3. Location for Examination of Copies of the Tender Offer Report
NS Solutions Corporation
(20-15, Shinkawa 2-chome, Chuo-ku, Tokyo) Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)
II. Completion of Acquisition of Shares
1. Description of acquisition
(1) Class of shares acquired: Common shares
(2) Total number of shares acquired: 6,493,500 shares
Note: Shares accounted for in the total number of issued shares: 12.25% (rounded to two decimal places)
(3) Total amount of shares repurchased: 19,999,980,000 yen
Note: Fees payable to the tender offer agent and other expenses are not included in the above amount
(4) Period of share acquisition: From Thursday, December 4, 2014 to Thursday, January 8, 2015 (5) Method of acquisition: By means of a tender offer
Upon the completion of the Tender Offer, the acquisition of the Company's own shares under the resolution at the meeting of the Board of Directors held on December 3, 2014 under Article 459, Paragraph 1 of the Companies Act and Article 156which is to be read pursuant to Article 459, Paragraph 1 of the same act as applied and the provisions of the Company's Articles of Incorporation has been completed.
Reference:
Resolution regarding the acquisition of the Company's own shares at the meeting of the Board of
Directors held on December 3, 2014
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This document is the English translation of the official Japanese version of the Press Release ("Official Japanese Version"). The English translation was prepared for your reference, to help you understand what is stated in the Official Japanese Version. In the event of any discrepancy between the Official Japanese Version and the English translation, the Official Japanese Version will prevail.
(1) Class of shares to be acquired: Common shares
(2) Total number of shares to be acquired: Up to 7,143,000 shares
Note: Shared accounted for in the total number of issued shares: 13.48% (rounded to two decimal places)
(3) Total amount of shares to be acquired: Up to 22,000,440,000 yen
(4) Period of share acquisition: From Thursday, December 4, 2014 to Saturday, February 28, 2015
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