7th Nov 2006 18:18
Toyota Motor Corporation07 November 2006 (TRANSLATION) November 7, 2006 To Whom It May Concern: Company Name: Toyota Motor Corporation Name and Title of Representative: Katsuaki Watanabe, President Code No. 7203 (Securities and exchanges throughout Japan.) Name and Title of Contact Person: Takuo Sasaki General Manager, Accounting Division Telephone Number: (0565) 28 - 2121 Notice Concerning Offer for Sale of Shares We hereby notify you that with respect to the offer for sale shares ofcommon stock of Toyota Motor Corporation ("TMC") (the "Shares") in the domesticmarkets and the overseas markets, TMC has resolved at its Board of Directors'Meeting held today, November 7, 2006, as follows: In this offering, the Shares are scheduled to be offered for sale in Japan(the "Japanese Offering"), as well as in overseas markets (the "InternationalOffering"; together with the Japanese Offering, collectively called the "GlobalOffering"). The joint global coordinators of the Global Offering are NomuraSecurities Co., Ltd., Nikko Citigroup Limited and Merrill Lynch Japan SecuritiesCo., Ltd. 1. Number of Shares to be offered for sale: 43,411,700 shares of common stock of TMC Provided, however, in the International Offering, the investors mayelect to take delivery of American Depositary Shares ("ADSs") instead of theShares. Each ADS will represent two (2) Shares. The above number is the aggregate number of the Shares to be offered forsale in the Japanese Offering and the International Offering. The number of theShares to be offered for sale in each of the Japanese Offering and in theInternational Offering will be determined on the Pricing Date as described in 3.below by the selling shareholder, as described below in 2., taking intoconsideration the market demand for the Shares and other factors, up to theaggregate number of the Shares to be offered as indicated above. 2. Selling Shareholder: Japan Trustee Services Bank, Ltd. (Trust account in favor of Banks' Shareholdings Purchase Corporationheld in Mitsui Asset Trust and Banking Company, Limited) 3. Offering price: Undetermined. (The offering price is scheduled to be determinedconsidering the market demand for the Shares and other factors based on theindicative price presented as a price (with any fraction less than one yen beingrounded down) calculated by multiplying the closing price in regular trading ofthe Shares on the Tokyo Stock Exchange on any day between Monday, November 20,2006 and Wednesday, November 22, 2006 (the "Pricing Date") by 0.90-1.00, inaccordance with the method prescribed in Section 7-2 of the Fair Custom Rule No.14 set forth by the Japan Securities Dealers Association. In addition, "theamount paid by underwriters", which is the amount to be received by the sellingshareholder from the underwriters as the purchase price per share, is scheduledto be determined as of the Pricing Date.) 4. Offering method: (1) Japanese Offering For the purpose of the Japanese Offering, the Shares shall beunderwritten by purchase by Nomura Securities Co., Ltd., Nikko CitigroupLimited, Merrill Lynch Japan Securities Co., Ltd., Daiwa Securities SMBC Co.Ltd., Mizuho Investors Securities Co., Ltd., Mitsubishi UFJ Securities Co. Ltd.,Shinko Securities Co., Ltd., and Tokai Tokyo Securities Co., Ltd. The lead managers of the Japanese Offering are Nomura SecuritiesCo., Ltd., and Nikko Citigroup Limited. (2) International Offering For the purpose of the International Offering, the Shares shall beseverally and jointly purchased by Merrill Lynch, Pierce, Fenner & SmithIncorporated and Nomura Securities International, Inc., as the internationallead managers of the underwriting syndicate which includes Citigroup GlobalMarkets Inc. and others. The consideration to be paid to the underwriters withrespect to the Global Offering will be a discount to the total offer pricegranted to the underwriters by the selling shareholder. 5. Offering period (in Japan): From Friday, November 24, 2006 to Tuesday, November 28, 2006; provided,however, that the period is subject to advancement, in consideration of themarket demand for the Shares and other factors, and the earliest period shall befrom Tuesday, November 21, 2006 to Friday, November 24, 2006. 6. Delivery date: A day between Thursday, November 30, 2006 and Monday, December 4, 2006;which means that the delivery date may be advanced up to Thursday, November 30,2006 according to the advancement of the offering period considering the marketdemand for the Shares and other factors as described above in 5. 7. Deposit money for purchase: Deposit money shall be the same amount as the offering price per Share. 8. Offering unit of Shares: 100 shares 9. TMC authorizes certain representative directors and executive directors,to approve all acts necessary for this offer for sale, including the offeringprice. 10. With respect to the offer for sale of the Shares, the SecuritiesNotification Statement and the Extraordinary Report were filed on November 7,2006. (Reference) Purpose of the offer for sale: The offer for sale as described above is being conducted to furtherexpand long-term stable shareholders, especially individual shareholders. Note: This notice is prepared for the purpose of public disclosure of theoffering of shares of common stock of TMC, but is not prepared for the purposeof investment solicitation or any other acts similar thereto, either withinJapan or abroad. In the case of subscription to this offering, the investorshould refer to the "prospectus" (as well as any amendments thereto), which hasbeen prepared by TMC, and should make investment decision individually accordingto his or her own judgment. The prospectus (as well as any amendments thereto)is available at the underwriter securities company. This notice is not an offer of securities for sale in the United States andsecurities may not be offered or sold in the United States absent registrationor an exemption from registration. Any public offering of securities to be madein the United States, will be made by means of a prospectus that may be obtainedfrom TMC or Banks' Shareholdings Purchase Corporation that will contain detailedinformation about TMC and its management, as well as financial statements,pursuant to the United States Securities Act of 1933. In addition, in theUnited States, a written prospectus to this offering may be obtained from: (1)Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center,New York, New York 10080 and (2) Nomura Securities International, Inc., 2 WorldFinancial Center, Building B, New York, New York 10281-1198. TMC intends toregister a part of the proposed offering in the United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Toyota Motor