RNS Number:9309H
Mizuho Holdings Inc
25 February 2003
February 25, 2003
To whom it may concern:
Company Name: Mizuho Holdings, Inc.
Representative: Terunobu Maeda
President & CEO
Head Office: 6-1, Marunouchi 1-chome,
Chiyoda-ku, Tokyo
Code Number: 8305 (First Section of the
Tokyo Stock Exchange, First
Section of the Osaka
Securities Exchange)
Contact: Mizuho Holdings, Inc.,
Public Relations
Tel:
Issuance of Mizuho Financial Group Inc.
Fourteenth Series Class XI Preferred Shares
Mizuho Holdings, Inc. ("") hereby notifies you that Mizuho Financial Group,
Inc. ("MHFG"), a subsidiary of , whose President-CEO is Terunobu Maeda,
adopted a resolution at the meeting of the Board of Directors of MHFG held on
February 25, 2003 to issue Fourteenth Series Class XI Preferred Shares of MHFG
with an aggregate issue price of 150,000,000,000 yen (if the Over-allotment
Option as set forth in I(2) below is exercised in full.) (the "Issuance
Resolution") by allotting all such preferred shares directly to Mizuho
International Finance (Bermuda) Trust, a unit trust to be organized under the
laws of Bermuda, outside Japan.
Mizuho International (Bermuda) Trust will hold the allotted Fourteenth Series
Class XI Preferred Shares and in turn issue Preferred Share Units and offer such
Units in a global offering to a wide range of institutional investors outside
Japan in offshore markets (for details, see Appendix).
Together with the capital increase by way of domestic third-party allotments of
preferred shares with an aggregate issue price of 850,000,000,000 yen (proposed)
announced previously, this transaction is intended to strengthen MHFG's capital
in accordance with the basic goal of raising approximately 1 trillion yen from
both domestic and overseas investors that was announced along with the revision
of earnings estimates on January 21, 2003. Through these measures, Mizuho
Financial Group is striving to establish a solid financial base.
MHFG will become a financial holding company through a stock-for-stock exchange
(the "Stock-for-Stock Exchange") with on March 12, 2003 and will
become a holding company for the group's banking and securities businesses as a
wholly owned subsidiary of MHFG. The Issuance Resolution is subject to the
amendment of the articles of incorporation of MHFG as of the effectiveness of
the Stock-for-Stock Exchange, and the effectiveness of notifications, licenses,
and approvals under all applicable laws and regulations.
Particulars:
I. Issuance of Fourteenth Series Class XI Preferred Shares
Terms and Conditions of Issuance of Fourteenth Series Class XI Preferred
Shares
(1) Name of shares
Mizuho Financial Group, Inc. Fourteenth Series Class XI Preferred Shares
(the "Fourteenth Series Class XI Preferred Shares")
(2) Number of newly issued shares
125,000 shares (or an increased number of shares if the over-allotment
option that will be granted to Mizuho International Finance (Bermuda)
Trust to purchase up to an additional 25,000 shares (the "Over-allotment
Option") is exercised.) (The number may be changed at the meeting of the
Board of Directors of MHFG to be held on Wednesday, March 12, 2003.)
(3) Issue price
1,000,000 yen per share
(4) Aggregate issue price
125,000,000,000 yen (or the aggregate issue price of the newly issued
shares if the number of newly issued shares mentioned in (2) above
increases upon the exercise of the Over-allotment Option.) (The aggregate
issue price may be changed at the meeting of the Board of Directors of MHFG
to be held on Wednesday, March 12, 2003.)
(5) Amount incorporated into stated share capital
500,000 yen per share
(6) Offer Period
Friday, March 28, 2003 (proposed)
(7) Payment date
Friday, March 28, 2003 (proposed)
(8) Dividend calculation commencement date
Saturday, March 29, 2003 (proposed)
(9) Preferred dividends
(A) Preferred dividends on the Fourteenth Series Class XI Preferred Shares
Where MHFG distributes dividends to its shareholders, it will pay the
dividends in the amount provided in item (B) below per Fourteenth Series
Class XI Preferred Share (the "Fourteenth Series Class XI Preferred
Dividends") to the holders of the Fourteenth Series Class XI Preferred
Shares (the "Fourteenth Series Class XI Preferred Shareholders") and the
registered pledgees of the Fourteenth Series Class XI Preferred Shares (the
"Fourteenth Series Class XI Preferred Registered Pledgees") in preference
to the holders of common shares (the "Common Shareholders"), the registered
pledgees of the common shares (the "Common Registered Pledgees"), and the
holders of fractional common shares. However, when MHFG distributes all or
any of the Fourteenth Series Class XI Preferred Interim Dividends provided
in (C) below in the relevant business year, it will pay the dividends in
the amount as the result of the deduction of such interim dividend.
(B) Amount of preferred dividends
Not yet determined. (To be determined from 2,500 yen to 7,500 yen per year
and per share (provisional terms) at the meeting of the Board of Directors
of MHFG to be held on Wednesday, March 12, 2003.)
(C) Preferred interim dividends
Where MHFG distributes interim dividends to its shareholders, it will pay
one-half of the amount provided in item (B) above (the "Fourteenth Series
Class XI Preferred Interim Dividends") to the Fourteenth Shares Class XI
Preferred Shareholders and the Fourteenth Series Class XI Preferred
Registered Pledgees in preference to the Common Shareholders, the Common
Registered Pledgees, and the holders of fractional common shares.
(D) Non-cumulative nature
In the event that all or any of the preferred dividends are not paid to the
Fourteenth Series Class XI Preferred Shareholders and the Fourteenth Series
Class XI Preferred Registered Pledgees, such deficient dividends will not
accumulate in or after the subsequent business year.
(E) No participatory rights
MHFG will neither pay to the Fourteenth Series Class XI Preferred
Shareholders nor the Fourteenth Series Class XI Preferred Registered
Pledgees any dividend in excess of the Fourteenth Series Class XI Preferred
Dividends.
(10) Distribution of residual assets
Where MHFG distributes its residual assets to its shareholders, it will pay
1,000,000 yen per Fourteenth Series Class XI Preferred Share to the
Fourteenth Series Class XI Preferred Shareholders and the Fourteenth Series
Class XI Preferred Registered Pledgees in preference to the Common
Shareholders, the Common Registered Pledgees, and the holders of fractional
common shares. Except for the foregoing, residual assets will be
distributed to neither the Fourteenth Series Class XI Preferred
Shareholders nor the Fourteenth Series Class XI Preferred Registered
Pledgees.
(11) Purchase and cancellation
MHFG may, subject to the prior consent of the Financial Services Agency (if
necessary), purchase all or some of the Fourteenth Series Class XI
Preferred Shares and cancel such shares at such purchase price out of its
profits distributable to its shareholders.
(12) Voting rights
The Fourteenth Series Class XI Preferred Shareholders are not entitled to
exercise voting rights at any shareholders' meeting. However, they will be
entitled to exercise voting rights (i) where a proposal of distribution of
preferred dividends is not submitted to an annual shareholders' meeting,
from such shareholders' meeting, or (ii) where such proposal is rejected,
from the close of such shareholders' meeting, until a proposal of
distribution of preferred dividends is adopted.
(13) Preemptive rights and the like
MHFG will not consolidate or split any Fourteenth Series Class XI Preferred
Shares. MHFG will not grant to any Fourteenth Series Class XI Preferred
Shareholders any preemptive rights, preemptive rights with respect to the
share purchase warrants, preemptive rights with respect to the bonds with
share purchase warrants, or preemptive rights with respect to the share
purchase warrants or the bonds regarding the bonds with share purchase
warrants to be separated and transferred.
(14) Conversion right
(A) Period for conversion request
The period for conversion request of the Fourteenth Series Class XI
Preferred Shares commences on July 1, 2003 and ends on June 30, 2011.
(B) Conditions of conversion
During the foregoing period, the Fourteenth Series Class XI Preferred
Shares may be converted into the common shares of MHFG at the conversion
price per share in accordance with (a) through (c) below.
(a) Initial conversion price
The initial conversion price is the market price of a common share on July
1, 2003. The term "market price" above means the average price of the
closing prices (or, if such closing price is not available, the average of
the highest bid price and lowest offered price) (regular way) of a common
share of MHFG as reported by the Tokyo Stock Exchange for the 30
consecutive trading days (excluding any trading day or days on which
neither closing price nor closing bid nor offered price is reported)
commencing on the 45th trading day prior to July 1, 2003, calculated to
units of 10 yen and rounded up to the nearest 100 yen when equal to or more
than 50 yen, disregarding amounts less than 50 yen. If any of the events of
adjustment of conversion price mentioned in (c) below occurs during the
above 45 trading day period, the market price will be adjusted to such
price as the board of directors of MHFG determines appropriate.
(b) Reset of conversion price
In the event that the market price of a common share on each July 1 from
July 1, 2004 to July 1, 2010 (the "Conversion Price Adjustment Date") is
less than the conversion price effective on the day immediately preceding
the current Conversion Price Adjustment Date, the conversion price will be
reset to such market price as of the relevant Conversion Price Adjustment
Date. However, if such market price is less than the amount equal to (not
yet determined)% (to be determined from 50% to 60% at the meeting of the
Board of Directors of MHFG to be held on Wednesday, March 12, 2003) of the
initial conversion price (subject to adjustment in accordance with (c)
below), calculated to units of 10 yen and rounded up to the nearest 100 yen
when equal to or more than 50 yen, disregarding amounts less than 50 yen
(the "Reset Floor Price"), the conversion price will be reset to the Reset
Floor Price. The term "market price" above means the average price of the
closing prices (or, if such closing price is not available, the average of
the highest bid price and lowest offered price) (regular way) of a common
share of MHFG as reported by the Tokyo Stock Exchange for the 30
consecutive trading days (excluding any trading day or days on which
neither closing price nor closing bid nor offered price is reported)
commencing on the 45th trading day prior to the relevant Conversion Price
Adjustment Date, calculated to units of 10 yen and rounded up to the
nearest 100 yen when equal to or more than 50 yen, disregarding amounts
less than 50 yen. If any of the events of adjustment of conversion price
mentioned in (c) below occurs during the above 45 trading day period, the
market price will be adjusted to such price as the board of directors of
MHFG determines appropriate.
(c) Adjustment of conversion price
After the issuance of the Fourteenth Series Class XI Preferred Shares, the
conversion price (including the Reset Floor Price) shall be adjusted in
accordance with the following formula (the "Conversion Price Adjustment
Formula") in the event that any common shares are issued or transferred by
MHFG at a price less than the market price, shall be adjusted in accordance
with the following formula and other relevant formulas in certain other
events, and shall be revised to such price as the Board of Directors
determines appropriate in the case of certain other events that require
adjustment of conversion price such as a merger, calculated to units of 10
yen and rounded up to the nearest 100 yen when equal to or more than 50
yen, disregarding amounts less than 50 yen:
Number of newly
+ issued or
Number of transferred X Subscription
Conversion Conversion issued common amount per
price after = price before X common shares share
adjustment adjustment shares _________________________________________
Market price per share
________________________________________________________________
Number of Number of newly
issued + issued or
common shares transferred
common shares
(C) Number of common shares to be issued upon conversion
The number of common shares of MHFG to be issued upon the conversion of the
Fourteenth Series Class XI Preferred Shares is as follows:
Number of common Aggregate issue price of the Fourteenth Series Class XI
shares to be issued = Preferred Shares submitted by the Fourteenth Series Class
upon conversion XI Preferred Shareholders requesting conversion
_____________________________________________________________
Conversion price
The number of common shares to be issued upon conversion is calculated to
units of 0.001 and rounded up to the nearest 0.01.
(D) Type of shares to be issued upon conversion request
Common shares of MHFG
(E) First dividend after conversion to common shares
The first dividends or interim dividends will be paid on the common shares
issued upon the conversion of the Fourteenth Series Class XI Preferred
Shares (x) as if they were converted on April 1 in the case where the
conversion request or deemed conversion mentioned in (15) below is made
during the period from April 1 to September 30, or (y) as if they were
converted on October 1 in the case where the conversion request or deemed
conversion mentioned in (15) below is made during the period from October 1
to March 31 of the next year.
(15) Mandatory conversion into common shares
Each Fourteenth Series Class XI Preferred Share for which a conversion
request is not made by June 30, 2011 will be converted into common shares
in such number obtained by dividing the amount equal to the subscription
price for a Fourteenth Series Class XI Preferred Shares by the highest of
(x) the market price of a common share, on July 1, 2011 (the "Mandatory
Conversion Date") (the "market price" above means the average price of the
closing prices (or, if such closing price is not available, the average of
the highest bid price and lowest offered price) (regular way) of a common
share of MHFG as reported by the Tokyo Stock Exchange for the 30
consecutive trading days (excluding any trading day or days on which
neither closing price nor closing bid nor offered price is reported)
commencing on the 45th trading day prior to the Mandatory Conversion Date,
calculated to units of 10 yen and rounded up to the nearest 100 yen when
equal to or more than 50 yen, disregarding amounts less than 50 yen), (y)
the Reset Floor Price and (z) 50,000 yen ((y) and (z) hereinafter
collectively referred to as the "Mandatory Conversion Floor Price");
provided, however, that where the conversion price is adjusted in
accordance with (14)(B)(c) above by the Mandatory Conversion Date, the
Mandatory Conversion Floor Price will be adjusted similarly. If any of the
events of adjustment of conversion price mentioned in (c) above occurs
during the above 45 trading day period, the market price will be adjusted
to such price as the board of directors of MHFG determines appropriate. If
any fractional share less than one-hundredth of one full share occurs as a
result of the above-mentioned calculation, the provisions of the Commercial
Code of Japan with respect to stock consolidation will be applied mutatis
mutandis.
(16) Order of priority
The order of priority of the payment of preferred distribution and interim
preferred distribution and the distribution of residual assets is ranked
pari passu among the other preferred shares issued or to be issued by MHFG.
II. Reason for Capital Increase and Use of Proceeds
(1) Reason for capital increase
To increase MHFG's equity capital.
(2) Use of proceeds
All of the proceeds will be appropriated to the capital of Mizuho Bank,
Ltd. and Mizuho Corporate Bank, Ltd., both of which are subsidiaries of
MHHD.
III. Schedule of Capital Increase (Proposed)
* Tuesday, February 25, 2003
Resolution of the Board of Directors of MHFG
* Friday, March 28, 2003
Offer Period
* Friday, March 28, 2003
Payment Date
* Saturday, March 29, 2003
Capital Increase
(The offering period and the payment date may be changed in light of the
circumstances of the offering and other relevant actions.)
(Appendix)
Description of Preferred Share Units to be
Issued by Mizuho International Finance (Bermuda) Trust
(1) Name of securities
Mizuho International Finance (Bermuda) Trust Preferred Share Units (the
"Preferred Share Units")
Each Preferred Share Unit represents a beneficial ownership interest in the
Fourteenth Series Class XI Preferred Shares to be allotted to Mizuho
International Finance (Bermuda) Trust (the "Trust").
(2) Number of issued securities
125,000 Preferred Share Units (or an increased number of units if the
over-allotment option that will be granted to the Underwriting Company for
the Preferred Share Units (as mentioned in (11) below) to purchase up to an
additional 25,000 Preferred Share Units (the "PSU Over-allotment Option")
is exercised; provide that the number of issued Preferred Share Units shall
be equal to the number of newly issued Fourteenth Series Class XI Preferred
Shares. If the PSU Over-allotment Option is exercised, the Trust shall
exercise the Over-allotment Option with regard to the Fourteenth Series
Class XI Preferred Shares.) (Where the number of the Fourteenth Series
Class XI Preferred Shares to be issued is changed at the meeting of the
Board of Directors of MHFG to be held on Wednesday, March 12, 2003, the
number of issued Preferred Share Units will also be changed in accordance
with such change.)
(3) Issue price
1,000,000 yen per Preferred Share Unit
(4) Aggregate issue price
Same amount as the aggregate issue price of the Fourteenth Series Class XI
Preferred Shares
(5) Issue date
Friday, March 28, 2003 (proposed)
(6) Preferred dividends
The amount of any dividends received by the Trust with respect to the
Fourteenth Series Class XI Preferred Shares, after deduction of Japanese
withholding tax, will be distributed by MIFB Holding Services (Bermuda)
Limited, as the Trustee of the Trust (the "Trustee"), to the holders of the
Preferred Share Units in proportion to the number of the Preferred Share
Units held by such holders.
(7) Voting rights
Holders of the Preferred Share Units are not entitled to voting rights,
except in certain limited circumstances.
If the Trust becomes entitled to vote at a general meeting of the
shareholders of MHFG, the voting rights will be exercised in accordance
with the instructions of the holders of the Preferred Share Units.
In some situations the Fourteenth Series Class XI Preferred Shares may
become entitled to vote as a class. The Trust will exercise any such class
voting rights in accordance with the instructions of the holders of the
Preferred Share Units unless the Trust receives an opinion of counsel that
interests of the Trust as holder of the Fourteenth Series Class XI
Preferred Shares (and indirectly the interests of the holders of the
Preferred Share Units) would not be prejudiced by the proposed resolution,
in which case the Trust will exercise its voting rights in accordance with
an equivalent resolution determined by a vote by the holders of the common
shares (or, in the event the meeting of the holders of the Fourteenth
Series Class XI Preferred Shares is held prior to the meeting of the
holders of common shares, the Trust will exercise its voting rights in
accordance with the recommendation of the board of directors of MHFG).
(8) Optional Conversion
Holders of the Preferred Share Units may cause the Trust to convert the
number of the Fourteenth Series Class XI Preferred Shares to which such
Preferred Share Units relate into common shares of MHFG, and deliver such
common shares to the holders as follows:
(A) Period for conversion request
Commences on July 1, 2003 and ends on June 30, 2011
(B) Number of common shares to be issued upon conversion
The number of common shares of MHFG to be issued upon the conversion of the
Preferred Share Units is same as the number of common shares of MHFG to be
issued upon the conversion of the same number of the Fourteenth Series
Class XI Preferred Sharesheld by the Trust.
(9) Mandatory Conversion
When the Fourteenth Series Class XI Preferred Shares are converted to
common shares of MHFG at the Mandatory Conversion Date, such common shares
will be distributed to the holders of the Preferred Share Units, pro rata
in proportion to the number of the Preferred Share Units held by them.
The Trust will cause the conversion of all of the Fourteenth Series Class
XI Preferred Shares as of the last business day in Tokyo prior to the
Mandatory Conversion Date if the number of common shares that would be
issued upon such conversion is greater than the number of common shares
that would be issued upon the Mandatory Conversion on the Mandatory
Conversion Date.
(10) Method of Offering
Offering in the United States, as a private placement only to "qualified
institution buyers" in reliance upon Rule 144A under the U.S. Securities
Act of 1933 and outside the United States in reliance upon Regulation S
under the U.S. Securities Act of 1933.
(11) Underwriting Company
Merrill Lynch International
(12) Guarantee
MHFG will rally and unconditionally guarantee to the holders of the
preferred share units:
* the distribution by the Trust to the holders of the Preferred Share
Units, when, as and if payable by the Trust under the terms of the
trust deed, of all funds received by the Trust as dividends on the
Fourteenth Series Class XI Preferred Shares;
* in the event of the liquidation of the Trust (which will be prohibited
while the Preferred Share Units remain outstanding except in
connection with the liquidation of MHFG) the payment to each of the
holders of the preferred share units of an amount equal to the lesser
of (i) the stated amount (being Y1,000,000 per unit) of the Preferred
Share Units and (ii) such holder's pro rata portion of the amount of
the Trust's assets remaining after satisfaction by the Trust of all
other claims against the Trust which, as a matter of law or under the
trust deed, are prior to the rights of the holders of the preferred
share units; and
* following optional or mandatory conversion of the Fourteenth Series
Class XI Preferred Shares into common shares of MHFG, the distribution
of such common shares by the Trustee to the holders of the Preferred
Share Units.
This document entitled "Issuance of Mizuho Financial Group Inc. Fourteenth
Series Class XI Preferred Shares" is prepared for the purpose of announcing
certain information relating to the issuance by MHHD's subsidiary of preferred
shares and not for the purpose of soliciting an investment or any analogous act,
in or outside of Japan. The securities mentioned above have not been and will
not be registered under the United States Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an exemption from
such registration requirement. If any public offering of securities is made in
the United States, it will be by means of a prospectus that may be obtained from
MHFG or the sellers that will contain detailed information about MHFG and
management, as well as financial statements. No public offering of securities
will be made in the United States in connection with the above-mentioned
transactions.
This information is provided by RNS
The company news service from the London Stock Exchange
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