September 18, 2009
The Norinchukin Bank M i t s u i & C o . , L t d .
Subscription to private placement of shares of JA MITSUI LEASING, LTD.
The Norinchukin Bank (the Bank) and Mitsui & Co., Ltd. (Mitsui) hereby announce that the Bank and Mitsui decided to subscribe newly issued shares by third party allotment, which JA MITSUI LEASING, LTD. (JAML) resolved to issue at the board of directors. Conditions of this subscription, of which payment date is scheduled on October 29, 2009, are following. 1. Conditions of the subscription - The Bank
Type of Seculities
Common stock
Type Ⅱ preferred
Type I preferred
Number of Shares to be acquired
7,275,709 shares
16,724,291 shares
-
Total Payment Amount
-
Number of shares held before theacquisition (shares of voting rights)
1,957,375 shares
(9.00%)
0 shares
4,077,528 shares
Number of shares to be held after theacquisition (shares of voting rights)
9,233,084 shares
(28.48%)
16,724,291 shares
4,077,528 shares
30 billion yen
- Mitsui
Type of Seculities
Common stock
Type Ⅱ preferred TypeⅢ preferred
Number of Shares to be acquired
3,392,209 shares 16,724,291 shares
3,883,500 shares
Total Payment Amount
Number of shares held before theacquisition (shares of voting rights)
7,308,000 shares
(33.60%)
0 shares
0 shares
Number of shares to be held after theacquisition (shares of voting rights)
10,700,209 shares
(33.00%)
16,724,291 shares
3,883,500 shares
30 billion yen
- Terms of the preferred stock
new issued
existing issued
Type Ⅱ Type
Ⅲ
Type
Ⅰ
Dividend
Pari passu with common
stock
Pari passu with common
stock
Pari passu with common
stock
Liquidation
preference
Prefer to common stock
Pari passu with Type Ⅲ
Prefer to common stock
Pari passu with Type Ⅱ
Prefer to common stock,
Type Ⅱ and Type Ⅲ
Voting right
×
×
×
Call option given
to the issuer
○
(5 years after issued,
at the issuer’s option)
× ×
2. Outline of JAML
Company Name
JA MITSUI LEASING, LTD.
Representative
Takao Sunami President & CEO Mitsuru Hotta Senior Vice President
Headquarters Tokyo,
Japan
Amount of capital
2 billion yen
Major
operations
Leasing business of computer, other office equipment, communication equipment, vessels, aircraft, vehicles, other transportation equipment, machine tools, civil engineering and construction equipment, metal processing equipment, electric equipment, medical equipment and other machinery and equipment, parts facilities and building improvements related foregoing equipment.
Amount of Sales
483 billion yen (fiscal year ended March 2009)
End of Fiscal Year
End of March
Number of common stocks outstanding
21,747,378 shares
Major shareholders
Mitsui & Co., Ltd. The Norinchukin Bank ZEN-NOH Group Sumitomo Mitsui Banking Corporation
The Chuo Mitsui Trust and Banking Company, Limited
The Bank and Mitsui believe that this subscription will help improvement of JAML’s financial and business conditions, and will also contribute to strengthening the Bank and Mitsui’s relationships with JAML.
This material contains forward-looking statements regarding the Bank’s forecasts, plans, and objectives. Such forward-looking statements inherently involve risks and uncertainties, because they are related to events and circumstances that may or may not arise in the future. The future performance, results of operations, and financial condition of the Bank may be materially different from the information expressed or implied by such forward-looking statements. This press release is published in order to publicly announce specific facts stated above, and does not
constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the
shares, bonds or other securities issued by us.
The Norinchukin Bank Head Office Contact Information 13-2, Yurakucho 1-chome, Chiyoda-ku, Tokyo 100-8420, Japan URL:
http://www.nochubank.or.jp