Notice of Repurchase and Redemption of Euro Senior Notes due 2011Aug. 31, 2006
SOFTBANK CORP. (“SOFTBANK”) announces that it will offer to purchase any and all of its Euro 9.375% Senior Notes due 2011 by tender offer outside Japan as set forth below (the “Offer”).
1. Security Description
|(1) Name||SOFTBANK CORP. Euro 9.375% Senior Notes due 2011|
|(3) Issue Date||March 8 2004|
|(4) Maturity Date||March 15, 2011 (with call option effective on or after March 15, 2008)|
|(5) Principal Amount||€400,000,000 (approximately JPY60.2 billion converted at €1.00=JPY150.51 as of August 31)|
2. Term of Offer to Purchase
From August 31 2006 to 9:00 a.m., London time, on September 29 2006
3. Total Face Value of Purchase
€400,000,000 maximum (approximately JPY60.2 billion, converted at €1.00=JPY150.51 as of August 31)
4. Purpose of the Offer
To reduce the outstanding amount of consolidated interest-bearing liabilities and interest payable of SOFTBANK through redemption of the Notes. The funds for the Offer will be financed by cash deposited with Deutsche Bank Trustee Company Limited as Trustee in respect of the legal defeasance on April 3, 2006. SOFTBANK expects a maximum of €400,000,000 (approximately JPY60.2 billion, converted at the conversion rate of €1.00=JPY150.51 as of August 31) reduction of the outstanding amount of consolidated net interest-bearing debt.
Future Refinance Plans
In April 2006, SOFTBANK acquired, through its wholly-owned subsidiary BB Mobile Corp., 99.54% of the outstanding stock of Vodafone K.K. in a take-over bid for approximately JPY1,690 billion. To fund the acquisition, BB Mobile Corp. entered into a JPY1,280 billion bridge facility with a maturity of approximately one year with a group of 17 financial institutions. In connection with the acquisition of Vodafone K.K., on April 28, 2006 SOFTBANK obtained an unsecured short-term loan of JPY60 billion which SOFTBANK used for legal defeasance of its Euro 9.375% Senior Notes due 2011 which it is now offering to purchase. The SOFTBANK Group is in the process of evaluating its refinancing alternatives with respect to certain short-term liabilities, including through borrowings under new bank facilities or similar facilities or debt financing.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell the Company’s Euro 9.375% Senior Notes due 2011 (the “Notes”). An Offer to Purchase for Cash will be sent to holders of Notes containing details of the Offer. The Offer does not constitute an offer to buy or the solicitation of an offer to sell the Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by the sole dealer manager in respect of the Offer (the “Sole Dealer Manager”) or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the issuance of this press release nor any purchase of Notes shall, under any circumstances, create any implication that the information contained herein is current as of any time subsequent to the date of such information.
The Offer is not being made, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein shall have the meaning as defined under the Foreign Exchange and Foreign Trade Law of Japan and includes any person resident in Japan, including any corporation or other entity organized under the laws of Japan).
The Offer and the related Offer to Purchase for Cash has been issued by and is the sole responsibility of the Company and is only for circulation to Holders and other persons in the United Kingdom to whom it may lawfully be communicated in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, any person satisfying this criteria being referred to as a “relevant person”. This communication may not be acted upon in the United Kingdom by anyone who is not a relevant person.
Republic of Italy.
Neither the Offer nor any of the information contained herein or in the Offer to Purchase for Cash constitutes an offer or an invitation to offer to sell or a promotional message of any form to any person (natural or legal) resident in the Republic of Italy to purchase, exchange or acquire the Notes, in the meaning set forth in articles 1, lett. (v), and 102. ff, of Legislative Decree February 24, 1998, n. 58. The Offer is not being made and will not be made, directly or indirectly, in or into the Republic of Italy, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange publicly or privately available in the Republic of Italy. An offer to sell should not be made pursuant to the Offer by any such use, means, instrument or facility or from within the Republic of Italy. Doing so may render invalid any purported offer to sell. Accordingly, copies of the Offer to Purchase and any related document should not be mailed or otherwise forwarded, distributed or sent in, into or from the Republic of Italy and persons receiving any such document must not forward, distribute or send it in, into or from the Republic of Italy. Therefore, Holders are hereby notified that, to the extent a Holder is an Italian resident or is located in Italy, the Offer is not available to such person and, as such, any acceptance instruction on whatever form received from such person shall be void. Any person who may have a legal or contractual obligation to forward the Offer to Purchase and any related document in the Republic of Italy should read the Offer to Purchase before doing so. No prospectus will be lodged with, or registered by, the Commissione Nazionale per le Societa e la Borsa (CONSOB) in respect of the Offer. Accordingly, neither the Offer to Purchase nor any other material relating to the Offer may be distributed or made available in the Republic of Italy.
In Belgium, the Offer is not, directly or indirectly, being made to, or for the account of, any person other than to professional or institutional investors referred to in article 3, 2- of the Belgian royal decree of July 7, 1999 on the public character of financial operations, each acting on its own account. This document has not been and will not be submitted to nor approved by the Belgium Banking, Finance and Insurance Commission (Commission Bancaire, Financiere et des Assurances/Commissie voor het bank, Fiancie en Assurantiewezen) and, accordingly, may not be used in connection with any offer in Belgium except as may otherwise be permitted by law.
The Offer is not being made, directly or indirectly, to the public in France. Only qualified investors (Investisseurs Qualifies), as defined in Article 4111-2 of the French Code Monetaire et Financier and decree no. 98-880 dated October 1, 1998 are eligible to accept the Offer.
- *NOT FOR DISTRIBUTION INTO JAPAN OR ITALY
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