4th Oct 2006 09:23
Softbank Corp04 October 2006 NOT FOR DISTRIBUTION INTO JAPAN OR ITALY August 31 2006 Notice of Repurchase and Redemption of Euro Senior Notes due 2011 SOFTBANK CORP. ("SOFTBANK") announces that it will offer to purchase any and allof its Euro 9.375 % Senior Notes due 2011 by tender offer outside Japan as setforth below (the "Offer"). 1. Security Description (1) Name: SOFTBANK CORP. Euro 9.375% Senior Notes due 2011 (2) Coupon 9.375% (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 billionconverted 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 liabilitiesand interest payable of SOFTBANK through redemption of the Notes. The funds forthe Offer will be financed by cash deposited with Deutsche Bank Trustee CompanyLimited as Trustee in respect of the legal defeasance on April 3, 2006.SOFTBANK expects a maximum of €400,000,000 (approximately JPY60.2billion, converted at the conversion rate of €1.00=JPY150.51 as ofAugust 31) reduction of the outstanding amount of consolidated netinterest-bearing debt. Reference: Future Refinance Plans In April 2006, SOFTBANK acquired, through its wholly-owned subsidiary BB MobileCorp., 99.54% of the outstanding stock of Vodafone K.K. in a take-over bid forapproximately JPY1,690 billion. To fund the acquisition, BB Mobile Corp.entered into a JPY1,280 billion bridge facility with a maturity of approximatelyone year with a group of 17 financial institutions. In connection with theacquisition of Vodafone K.K., on April 28, 2006 SOFTBANK obtained an unsecuredshort-term loan of JPY60 billion which SOFTBANK used for legal defeasance of itsEuro 9.375% Senior Notes due 2011 which it is now offering to purchase. TheSOFTBANK Group is in the process of evaluating its refinancing alternatives withrespect to certain short-term liabilities, including through borrowings undernew bank facilities or similar facilities or debt financing. Disclaimer IMPORTANT NOTICES This press release is for informational purposes only and is not an offer to buyor the solicitation of an offer to sell the Companyfs Euro 9.375% Senior Notesdue 2011 (the "Notes"). An Offer to Purchase for Cash will be sent to holdersof Notes containing details of the Offer. The Offer does not constitute anoffer to buy or the solicitation of an offer to sell the Notes in anycircumstances in which such offer or solicitation is unlawful. In thosejurisdictions where the securities, blue sky or other laws require the Offer tobe made by a licensed broker or dealer, the Offer shall be deemed to be made onbehalf 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 licensedunder the laws of such jurisdiction. Neither the issuance of this press releasenor any purchase of Notes shall, under any circumstances, create any implicationthat the information contained herein is current as of any time subsequent tothe date of such information. Japan. The Offer is not being made, directly or indirectly, in Japan or to, orfor the benefit of, any resident of Japan (which term as used herein shall havethe meaning as defined under the Foreign Exchange and Foreign Trade Law of Japanand includes any person resident in Japan, including any corporation or otherentity organized under the laws of Japan). United Kingdom. The Offer and the related Offer to Purchase for Cash has beenissued by and is the sole responsibility of the Company and is only forcirculation to Holders and other persons in the United Kingdom to whom it maylawfully be communicated in accordance with the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005, any person satisfying this criteriabeing referred to as a "relevant person". This communication may not be actedupon in the United Kingdom by anyone who is not a relevant person. Republic of Italy. Neither the Offer nor any of the information containedherein or in the Offer to Purchase for Cash constitutes an offer or aninvitation 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 oracquire 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 beingmade and will not be made, directly or indirectly, in or into the Republic ofItaly, whether by mail or by any means or other instrument (including, withoutlimitation, telephonically or electronically) or any facility of a nationalsecurities 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 somay render invalid any purported offer to sell. Accordingly, copies of theOffer to Purchase and any related document should not be mailed or otherwiseforwarded, distributed or sent in, into or from the Republic of Italy andpersons receiving any such document must not forward, distribute or send it in,into or from the Republic of Italy. Therefore, Holders are hereby notifiedthat, to the extent a Holder is an Italian resident or is located in Italy, theOffer is not available to such person and, as such, any acceptance instructionon whatever form received from such person shall be void. Any person who mayhave a legal or contractual obligation to forward the Offer to Purchase and anyrelated document in the Republic of Italy should read the Offer to Purchasebefore doing so. No prospectus will be lodged with, or registered by, theCommissione Nazionale per le Societa e la Borsa (CONSOB) in respect of theOffer. Accordingly, neither the Offer to Purchase nor any other materialrelating to the Offer may be distributed or made available in the Republic ofItaly. Belgium. In Belgium, the Offer is not, directly or indirectly, being made to,or for the account of, any person other than to professional or institutionalinvestors 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 ownaccount. This document has not been and will not be submitted to nor approvedby the Belgium Banking, Finance and Insurance Commission (Commission Bancaire,Financiere et des Assurances/Commissie voor het bank, Fiancie enAssurantiewezen) and, accordingly, may not be used in connection with any offerin Belgium except as may otherwise be permitted by law. France. The Offer is not being made, directly or indirectly, to the public inFrance. Only qualified investors (Investisseurs Qualifies), as defined inArticle 4111-2 of the French Code Monetaire et Financier and decree no. 98-880dated October 1, 1998 are eligible to accept the Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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