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TIDM35SV
RNS Number : 1444I
Pioneer Corporation
05 March 2010
For Immediate Release
March 5, 2010
Pioneer Announces Determination of Payment Date
Relating to Issuance of New
Shares Through
Third-party Allotment to Honda Motor Co., Ltd.
Pioneer Corporation (hereinafter "Pioneer") announced today that Pioneer
finalized, by the board of directors at its meeting held on March 5, 2010, the
subscription date and the payment date as described below, relating to the
issuance of new shares through a third-party allotment to Honda Motor Co., Ltd.
(hereinafter "Honda"), pursuant to the resolution adopted at the meeting of the
board of directors of Pioneer held on April 28, 2009 (hereinafter the "Issuance
of New Shares"). The substances of matters resolved at the meeting of the board
of directors held on April 28, 2009 are also described below.
1. Outline of Offering
+------------------------+-+-------------------------------------------+
| (1) Issue Date | | Tuesday, March 23, 2010 |
+------------------------+-+-------------------------------------------+
| (2) Number of Shares | | 14,700,000 shares of common stock |
| to Be Newly Issued | | |
+------------------------+-+-------------------------------------------+
| (3) Issue Price | | 170 yen per share |
+------------------------+-+-------------------------------------------+
| (4) Amount of Funds to | | 2,481,250,000 yen |
| Be Raised | | |
+------------------------+-+-------------------------------------------+
| (5) Subscription Date | | Friday, March 19, 2010 |
+------------------------+-+-------------------------------------------+
| (6) Payment Date | | Tuesday, March 23, 2010 |
+------------------------+-+-------------------------------------------+
| (7) Method of Offering | | Third-party allotment |
| or Allotment | | (Honda Motor Co., Ltd.) |
| (Party to Which Shares | | |
| Will Be Allotted) | | |
+------------------------+-+-------------------------------------------+
Note: Items "(5) Subscription Date" and "(6) Payment Date" were resolved at the
meeting of Pioneer's board of directors held today, and the other items were
resolved at the meeting of Pioneer's board of directors held on April 28, 2009.
2. Purpose and Reason of Issuance of New Shares Through Third-party Allotment
As described in the news release dated April 28, 2009 entitled "Pioneer
Announces Issuance of New Shares Through Third-party Allotment and Shelf
Registration for Issuance of New Shares," Pioneer is seeking to bolster ties
with major clients, as well as fulfill its duties as a supplier and meet the
expectations of automakers in the OEM business, as a means to grow the Car
Electronics business, which Pioneer has positioned as its core business in the
Medium-term Management Plan released on April 28, 2009. Pioneer resolved at the
meeting of the board of directors held on April 28, 2009 to issue new shares to
Honda, one of its major clients in the OEM business, through a third-party
allotment, as a part of such means.
3. Amount, Use, and Scheduled Timing of Expenditure of Funds to Be Raised
(1) Amount of Funds to Be Raised
+---------------------------+-------------------+
| Aggregate amount to be | 2,499,000,000 yen |
| paid: | |
+---------------------------+-------------------+
| Estimated costs of | 17,750,000 yen |
| issuance: | |
+---------------------------+-------------------+
| Estimated net proceeds: | 2,481,250,000 yen |
+---------------------------+-------------------+
(2) Use of Funds to Be Raised
The funds to be raised through the Issuance of New Shares will be applied to
working capital. In particular, the funds will be applied to a part of research
and development expenses for the Car Electronics business, which Pioneer has
positioned as its core business.
(3) Scheduled Timing of Expenditure of Funds to Be Raised
During fiscal 2011, the year ending March 31, 2011, until which time such funds
will be kept in Pioneer's current deposit account.
4 Rationale for the Use of Funds to Be Raised
Pioneer believes that application of the funds to a part of research and
development expenses of the Car Electronics business, which Pioneer has
positioned as its core business, will contribute to further enhancing proposal
capabilities and quality of products, such as car navigation systems, and
improving the expectations and trust of clients, as well as enhancing the
corporate value of Pioneer.
5. Rationale for Conditions of Issuance
(1) Basis of Calculation of the Amount to Be Paid and Details Thereof
The issue price (the amount to be paid under the Company Law of Japan) was
determined at the meeting of Pioneer's board of directors held on April 28, 2009
(hereinafter the "Determination Date") to be 170 yen, the average of the closing
prices of regular trading of shares of common stock of Pioneer on the Tokyo
Stock Exchange for the three-month period until the day immediately preceding
the Determination Date (from January 28, 2009 to April 27, 2009) (any amount
less than one yen being disregarded). This issue price represents a 53.3%
discount against 364 yen, the closing price of the regular trading of shares of
common stock of Pioneer on April 27, 2009, which is the day immediately
preceding the Determination Date. In light of the volatility in the equity
markets immediately prior to the Determination Date and the large fluctuation of
the price of shares of the common stock of Pioneer immediately prior to the
Determination Date, the board of directors of Pioneer unanimously determined
that a fair manner by which to determine the reference issue price would be to
use the average of market prices of shares of common stock of Pioneer during a
period in which fluctuation is alleviated rather than the single day's market
price of the shares on the date immediately preceding the Determination Date,
and that it would be appropriate to take into consideration the market prices on
February 12, 2009, the day on which Pioneer announced the revised business
forecasts for fiscal 2009, the year ended Mach 31, 2009, which is the latest
announcement regarding business results by Pioneer as of the determination of
the issue price, and during a considerable period immediately thereafter.
Taking into consideration those matters described above, Pioneer resolved on the
Determination Date the issue price to be 170 yen, the average of the prices in
the last three (3) months, as described above. This issue price was also
unanimously supported by the corporate auditors of Pioneer on the Determination
Date. In addition, at the meeting of Pioneer's board of directors held today,
all of the corporate auditors represented their opinion regarding the legality
of the offering at a favorable price as of the Determination Date. The manner
in which the issue price was calculated is in compliance with the "Guidance
Concerning Handling of Capital Increase, Etc. Through a Third-party Allotment"
established by the Japan Securities Dealers Association.
(2) Rationale for Judgment that the Number of Shares to Be Issued and the Level
of Dilution of Shares Are Reasonable
The sum of (a) the number of shares to be increased by the Issuance of New
Shares (14,700,000 shares) and (b) the number of shares increased by the
issuances of new shares through third-party allotments to Mitsubishi Electric
Corporation and Mitsubishi Chemical Corporation, which is described in
10.(4)(iii) and 10.(4)(iv) below (9,330,000 shares) is 24,030,000 shares (voting
rights: 240,300), and the ratio of such sum to 210,063,836 shares (total voting
rights as of September 30, 2009: 2,048,293), which is the total number of
Pioneer shares issued as of February 9, 2010 on which Pioneer resolved the
issuance of new shares through third-party allotments to Mitsubishi Electric
Corporation and Mitsubishi Chemical Corporation, is 11.4% (ratio in voting
rights: 11.7%). Therefore, Pioneer believes that the level of dilution of
shares is limited.
In addition, Pioneer determined that the proposed size of the Issuance of New
Shares is necessary in order to bolster ties with Honda, one of its major
clients in the Car Electronics OEM business, as well as achieve the improvement
of its financial position, one of the main measures of restructuring announced
by Pioneer on April 28, 2009. Pioneer believes that bolstering ties with Honda
will contribute to expanding the OEM business with an emphasis on car navigation
systems by harnessing proposal capabilities honed in the consumer-market
business and to enhancing the corporate value of Pioneer.
6. Reason for Selecting Honda and Other Related Matters
(1) Outline of Honda
+--------+----------------+----+---------------+-+--+-+---------------+------+--------+-------+
| (i) | Trade name | | Honda Motor Co., Ltd. |
+--------+----------------+----+--------------------------------------------------------------+
| (ii) | Location | | 1-1, 2-chome, Minami-Aoyama, Minato-ku, Tokyo, Japan |
+--------+----------------+----+--------------------------------------------------------------+
| (iii) | Representative | | Takanobu Ito, President and Chief Executive Officer |
+--------+----------------+----+--------------------------------------------------------------+
| (iv) | Principal | | Manufacture and sales of transportation vehicles |
| | businesses | | |
+--------+----------------+----+--------------------------------------------------------------+
| (v) | Stated | | 86,067 million yen |
| | capital | | |
+--------+----------------+----+--------------------------------------------------------------+
| (vi) | Date of | | September 24, 1948 |
| | incorporation | | |
+--------+----------------+----+--------------------------------------------------------------+
| (vii) | Total number | | 1,834,828,430 shares |
| | of shares | | |
| | issued | | |
+--------+----------------+----+--------------------------------------------------------------+
| (viii) | Fiscal year | | March 31 |
| | end | | |
+--------+----------------+----+--------------------------------------------------------------+
| (ix) | Number of | | 177,249 (consolidated) |
| | employees | | |
+--------+----------------+----+--------------------------------------------------------------+
| (x) | Major | | Domestic and foreign manufacturers and distributors of |
| | business | | transportation vehicles |
| | partners | | |
+--------+----------------+----+--------------------------------------------------------------+
| (xi) | Major | | The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
| | transaction | | Mitsubishi UFJ Trust and Banking Corporation |
| | banks | | Saitama Resona Bank, Limited |
| | | | Mizuho Corporate Bank, Ltd. |
+--------+----------------+----+--------------------------------------------------------------+
| (xii) | Major | | Japan Trustee Services Bank, Ltd. (Trust | 7.35% |
| | shareholders | | Account) | |
| | and their | | | |
| | shareholding | | | |
| | ratio | | | |
+ + +----+------------------------------------------------------+-------+
| | | | The Master Trust Bank of Japan, Ltd. | 4.66% |
| | | | (Trust Account) | |
+ + +----+------------------------------------------------------+-------+
| | | | Moxley & Co. | 4.04% |
+ + +----+------------------------------------------------------+-------+
| | | | JPMorgan Chase Bank 380055 | 3.76% |
+ + +----+------------------------------------------------------+-------+
| | | | Tokio Marine & Nichido Fire Insurance Co., Ltd. | 3.53% |
+ + +----+------------------------------------------------------+-------+
| | | | Meiji Yasuda Life Insurance Company | 2.79% |
+ + +----+------------------------------------------------------+-------+
| | | | The Bank of Tokyo-Mitsubishi UFJ, Ltd. | 2.00% |
+ + +----+------------------------------------------------------+-------+
| | | | Mitsui Sumitomo Insurance Company, Limited | 1.91% |
+ + +----+------------------------------------------------------+-------+
| | | | Sompo Japan Insurance Inc. | 1.89% |
+ + +----+------------------------------------------------------+-------+
| | | | Nippon Life Insurance Company | 1.89% |
+--------+----------------+----+------------------------------------------------------+-------+
| (xiii) | Relationship | | Capital | | Pioneer holds 400,000 shares of common |
| | between | | relationship | | stock of Honda. |
| | Pioneer and | | | | |
| | Honda | | | | |
+ + +----+---------------+-+--------------------------------------------+
| | | | Personnel | | Not applicable |
| | | | relationship | | |
+ + +----+---------------+-+--------------------------------------------+
| | | | Business | | Pioneer sells car electronics products |
| | | | relationship | | to Honda. |
+ + +----+---------------+-+--------------------------------------------+
| | | | Related party | | Not applicable |
| | | | relationship | | |
+--------+----------------+----+---------------+-+--------------------------------------------+
| (xiv) | Consolidated business results and financial position for the last three |
| | years |
+--------+------------------------------------------------------------------------------------+
| | | | (In millions of yen except per share information) |
+--------+----------------+----+--------------------------------------------------------------+
| | | | Year ended/As of March 31 |
+--------+----------------+----+--------------------------------------------------------------+
| | | | 2007 | | 2008 | | 2009 |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | Net sales | | JPY11,087,140 | | JPY12,002,834 | | JPY10,011,241 |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | Operating | | 851,879 | | 953,109 | | 189,643 |
| | income | | | | | | |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | Income before | | 792,868 | | 895,841 | | 161,734 |
| | income taxes | | | | | | |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | Net income | | JPY 592,322 | | JPY 600,039 | | JPY 137,005 |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | Net income | | JPY324.62 | | JPY330.54 | | JPY75.50 |
| | per share | | | | | | |
| | (yen) | | | | | | |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | Dividend per | | JPY 67.00 | | JPY 86.00 | | JPY63.00 |
| | share (yen) | | | | | | |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | Net assets | | JPY 4,488,825 | | JPY | | JPY |
| | | | | | 4,550,479 | | 4,007,288 |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | Total assets | | JPY12,036,500 | | JPY12,615,543 | | JPY11,818,917 |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | Net assets | | JPY2,463.69 | | JPY2,507.79 | | JPY2,208.35 |
| | per share | | | | | | |
| | (yen) | | | | | | |
+--------+----------------+----+--------------------+-+---------------+------+----------------+
| | | | | | | | | | | |
+--------+----------------+----+---------------+-+--+-+---------------+------+--------+-------+
Note: Stated capital, total number of shares issued and number of employees
above are as of December 31, 2009. Major shareholders and their shareholding
ratio above are based on the register of shareholders as of December 31, 2009.
(2) Reason for Selecting Honda
In the Medium-term Management Plan of Pioneer, the aim is to expand its Car
Electronics business both in the areas of the consumer-market business and OEM
business by allocating its business resources to its Car Electronics business.
In accordance with this policy, Pioneer has come to the conclusion that Honda is
one of the most appropriate partners to which new shares should be allotted in
light of business relations, possibilities for development of future business,
corporate scale, technical capability and distribution ability.
(3) Policy of Honda for Holding Shares of Pioneer
Pioneer has confirmed that Honda intends to hold the new shares to be allotted
for the medium- and long-term.
In addition, Pioneer will request a written confirmation from Honda agreeing
and/or acknowledging that, if Honda assigns all or a part of the new shares to
be allotted within two years of the closing date, (i) Honda will immediately
report to Pioneer, in writing, the name of the assignee, the number of shares
assigned and other related matters, (ii) Pioneer will report such assignment to
the Tokyo Stock Exchange, and (iii) Honda will consent to the substance of such
report being available for public inspection.
(4) Details of the Confirmation of the Payment Capacity of Honda in Respect of
the Payment for the Issuance of New Shares
After confirming the status of net sales, total assets, net assets, cash and
deposits and other related matters described in the latest Annual Securities
Report (filed on June 23, 2009) and the latest Quarterly Report (filed on
February 10, 2010) that were filed with the Director-General of the Kanto Local
Finance Bureau by Honda, Pioneer has confirmed that Honda has no problem with
the payment for the Issuance of New Shares.
7. Pioneer's Major Shareholders and Their Shareholding Ratio (Note 1)
+---------------------------+-------+-+---------------------------+-------+
| Before the issuance (Note 2) | | After the issuance (Note 3) |
+-----------------------------------+-+-----------------------------------+
| Sharp Corporation | 9.63% | | Sharp Corporation | 9.19% |
+---------------------------+-------+-+---------------------------+-------+
| The Master Trust Bank of | 3.45% | | Honda Motor Co., Ltd. | 4.50% |
| Japan, Ltd. (Trust | | | | |
| Account) | | | | |
+---------------------------+-------+-+---------------------------+-------+
| Japan Trustee Services | 2.59% | | The Master Trust Bank of | 3.29% |
| Bank, Ltd. (Trust | | | Japan, Ltd. (Trust | |
| Account) | | | Account) | |
+---------------------------+-------+-+---------------------------+-------+
| Mitsubishi Electric | 2.41% | | Japan Trustee Services | 2.48% |
| Corporation | | | Bank, Ltd. (Trust | |
| | | | Account) | |
+---------------------------+-------+-+---------------------------+-------+
| The Bank of | 2.08% | | Mitsubishi Electric | 2.30% |
| Tokyo-Mitsubishi UFJ, | | | Corporation | |
| Ltd. | | | | |
+---------------------------+-------+-+---------------------------+-------+
| Mizuho Bank, Ltd. | 1.28% | | The Bank of | 1.99% |
| | | | Tokyo-Mitsubishi UFJ, | |
| | | | Ltd. | |
+---------------------------+-------+-+---------------------------+-------+
| Mizuho Trust & Banking | 1.27% | | Mizuho Bank, Ltd. | 1.22% |
| Co., Ltd., Retirement | | | | |
| Benefit Trust (Mizuho | | | | |
| Bank Account) for the | | | | |
| Re-trust by the Trustee | | | | |
| of Trust & Custody | | | | |
| Services Bank, Ltd. | | | | |
+---------------------------+-------+-+---------------------------+-------+
| Pioneer Employee Stock | 1.22% | | Mizuho Trust & Banking | 1.21% |
| Ownership Plan | | | Co., Ltd., Retirement | |
| | | | Benefit Trust (Mizuho | |
| | | | Bank Account) for the | |
| | | | Re-trust by the Trustee | |
| | | | of Trust & Custody | |
| | | | Services Bank, Ltd. | |
+---------------------------+-------+-+---------------------------+-------+
| Sumitomo Mitsui Banking | 0.83% | | Pioneer Employee Stock | 1.16% |
| Corporation | | | Ownership Plan | |
+---------------------------+-------+-+---------------------------+-------+
| Trust & Custody Services | 0.78% | | Sumitomo Mitsui Banking | 0.79% |
| Bank, Ltd. (Securities | | | Corporation | |
| Investment Trust Account) | | | | |
+---------------------------+-------+-+---------------------------+-------+
Notes: 1. The above table is based on the register of shareholders as of
September 30, 2009.
2. The above major shareholders and their shareholding ratios before the
issuance have been calculated by adding (i) the sum (101,330,000 shares) of (a)
the number of shares issued through the international offering on March 2, 2010
(92,000,000 shares), (b) the number of shares issued through the third-party
allotment to Mitsubishi Electric Corporation on March 2, 2010 (7,530,000 shares)
and (c) the number of shares issued through the third-party allotment to
Mitsubishi Chemical Corporation on March 2, 2010 (1,800,000 shares) to (ii) the
total number of shares issued as of September 30, 2009.
3. The above major shareholders and their shareholding ratios after the
issuance have been calculated by adding (i) the number of shares to be increased
by the Issuance of New Shares (14,700,000 shares) to (ii) the total of (a) the
total number of shares issued as of September 30, 2009 and (b) the sum
(101,330,000 shares) of the number of shares issued through each of the
issuances of new shares described in Note 2 above.
4. Pioneer held treasury stocks at the ratio of 2.38% of its total shares
issued as of September 30, 2009, which are not included in the major
shareholders set forth above.
8. Future Prospects
The Issuance of New Shares will have no impact on Pioneer's business results.
9. Matters concerning Procedures in the Code of Corporate Conduct
Pioneer is not required to obtain an opinion of an independent third party or to
obtain an approval of shareholders concerning the Issuance of New Shares, as
provided for in Rule 432 of the Securities Listing Regulations of the Tokyo
Stock Exchange, Inc., since (i) the dilution rate of the Issuance of New Shares
is less than 25% and (ii) the Issuance of New Shares does not involve any change
in the controlling shareholder(s).
10. Business Results for and Equity Finance Executed in the Last Three Years
(1) Consolidated Business Results for the Last Three Years
+---------------------------+-+-------------+-+-------------+-+--------------+
| (In millions of yen except per share information) |
+----------------------------------------------------------------------------+
| | | Year ended/As of March 31 |
+---------------------------+-+----------------------------------------------+
| | | 2007 | | 2008 | | 2009 |
| | | (U.S. | | (Japan | | (Japan |
| | | GAAP) | | GAAP) | | GAAP) |
+---------------------------+-+-------------+-+-------------+-+--------------+
| Net sales | | JPY797,102 | | JPY774,477 | | JPY |
| | | | | | | 558,837 |
+---------------------------+-+-------------+-+-------------+-+--------------+
| Operating income (loss) | | 12,487 | | 9,216 | | (54,529) |
+---------------------------+-+-------------+-+-------------+-+--------------+
| Ordinary income (loss) | | - | | 12,428 | | (54,420) |
+---------------------------+-+-------------+-+-------------+-+--------------+
| Net loss | | JPY | | JPY | | JPY(130,529) |
| | | (6,761) | | (19,040) | | |
+---------------------------+-+-------------+-+-------------+-+--------------+
| Net loss per share (yen) | | JPY(38.76) | | JPY(103.95) | | JPY(636.68) |
+---------------------------+-+-------------+-+-------------+-+--------------+
| Dividend per share (yen) | | JPY10.0 | | JPY7.5 | | JPY0 |
+---------------------------+-+-------------+-+-------------+-+--------------+
| Net assets per share | | JPY1,537.22 | | JPY1,258.40 | | JPY538.98 |
| (yen) | | | | | | |
+---------------------------+-+-------------+-+-------------+-+--------------+
Notes: 1. Effective from the year ended March 31, 2009, Pioneer changed its
accounting principles for preparing consolidated financial statements from the
accounting principles generally accepted in the United States of America
(hereinafter the "U.S. GAAP") to the accounting principles generally accepted in
Japan (hereinafter the "Japan GAAP"). Therefore, the figures described above
for the year ended March 31, 2008 are figures restated in accordance with the
Japan GAAP. The figures described above for the year ended March 31, 2007 are
figures that have already been prepared in accordance with the U.S. GAAP and
announced.
2. The figure presented as net sales for the year ended March 31, 2007
represents operating revenue pursuant to the U.S. GAAP, and operating income for
the year ended March 31, 2007 is presented as operating revenue pursuant to the
U.S. GAAP less cost of sales and selling, general and administrative expenses.
Ordinary income (loss) for the year ended March 31, 2007 is not presented,
because, under the U.S. GAAP, there is no item corresponding to ordinary income
(loss).
3. The figure presented as net assets as of March 31, 2007 represents
total shareholders' equity pursuant to the U.S. GAAP. Net assets per share as
of March 31, 2007 are calculated by using total shareholders' equity pursuant to
the U.S. GAAP.
(2) Number of Shares Issued and Dilutive Shares (As of December 31, 2009)
+---------------------------+-+----------------+-+---------------------+
| | | Number of | | Ratio to total |
| | | shares | | number |
| | | | | of shares issued |
+---------------------------+-+----------------+-+---------------------+
| Total number of shares | | 210,063,836 | | 100% |
| issued | | | | |
+---------------------------+-+----------------+-+---------------------+
| Number of dilutive shares | | 15,605,388 | | 7.42% |
+---------------------------+-+----------------+-+---------------------+
Notes: 1. As described in (4) (ii), (iii) and (iv) below, Pioneer issued new
shares in the total amount of 101,330,000 shares on March 2, 2010.
2. Dilutive shares relate to stock acquisition rights and bonds with
stock acquisition rights, the exercise price of which has no maximum or minimum.
(3) Stock Prices
(i) Stock Prices for the Last Three Years Prior to the Date on Which the Payment
Date was Determined
+--------+----------+-+----------+------------------+-+------------------+-+-----------------+----------+
| | | (In yen) | |
+--------+------------+----------------------------------------------------------------------+----------+
| | | Year ended March 31 | |
+--------+------------+----------------------------------------------------------------------+----------+
| | | 2007 | | 2008 | | 2009 |
+-------------------+------------+------------------+-+------------------+-+----------------------------+
| Opening | | JPY1,940 | | JPY1,555 | | JPY980 |
+-------------------+------------+------------------+-+------------------+-+----------------------------+
| High | | 2,295 | | 1,837 | | 1,102 |
+-------------------+------------+------------------+-+------------------+-+----------------------------+
| Low | | 1,480 | | 722 | | 82 |
+-------------------+------------+------------------+-+------------------+-+----------------------------+
| Closing | | JPY1,540 | | | | JPY129 |
| | | | | JPY990 | | |
+-------------------+------------+------------------+-+------------------+-+----------------------------+
| | | | | | | | | | |
+--------+----------+-+----------+------------------+-+------------------+-+-----------------+----------+
(ii) Stock Prices for the Last Six Months Prior to the Determination Date
+---------+-+---------+-+----------+-+----------+-+---------+-+----------+-+--------+
| | | | | | | | | | | | | (In |
| | | | | | | | | | | | | yen) |
+---------+-+---------+-+----------+-+----------+-+---------+-+----------+-+--------+
| | | 2008 | |November | |December | | 2009 | |February | | March |
| | |October | | | | | |January | | | | |
+---------+-+---------+-+----------+-+----------+-+---------+-+----------+-+--------+
| Opening | | JPY700 | | JPY306 | | JPY211 | | JPY175 | | JPY165 | | JPY102 |
+---------+-+---------+-+----------+-+----------+-+---------+-+----------+-+--------+
| High | | 710 | | 369 | | 213 | | 224 | | 182 | | 156 |
+---------+-+---------+-+----------+-+----------+-+---------+-+----------+-+--------+
| Low | | 245 | | 200 | | 140 | | 154 | | 94 | | 82 |
+---------+-+---------+-+----------+-+----------+-+---------+-+----------+-+--------+
| Closing | | JPY284 | | JPY213 | | JPY163 | | JPY168 | | JPY103 | | JPY129 |
+---------+-+---------+-+----------+-+----------+-+---------+-+----------+-+--------+
(iii) Stock Prices for the Last Six Months Prior to the Date on Which the
Payment Date was Determined
+---------+-+-----------+-+---------+-+----------+-+----------+-+---------+-+----------+
| | | | | | | | | | | | | (In |
| | | | | | | | | | | | | yen) |
+---------+-+-----------+-+---------+-+----------+-+----------+-+---------+-+----------+
| | | 2009 | |October | |November | |December | | 2010 | |February |
| | |September | | | | | | | |January | | |
+---------+-+-----------+-+---------+-+----------+-+----------+-+---------+-+----------+
| Opening | | JPY295 | | JPY201 | | JPY221 | | JPY238 | | JPY288 | | JPY354 |
+---------+-+-----------+-+---------+-+----------+-+----------+-+---------+-+----------+
| High | | 304 | | 253 | | 289 | | 320 | | 364 | | 391 |
+---------+-+-----------+-+---------+-+----------+-+----------+-+---------+-+----------+
| Low | | 211 | | 198 | | 220 | | 235 | | 263 | | 306 |
+---------+-+-----------+-+---------+-+----------+-+----------+-+---------+-+----------+
| Closing | | JPY216 | | JPY231 | | JPY233 | | JPY286 | | JPY352 | | JPY314 |
+---------+-+-----------+-+---------+-+----------+-+----------+-+---------+-+----------+
(iv) Stock Price on the Day Immediately Preceding the Date on Which the Payment
Date was Determined
+---------+-+------------------+
| | | (In yen) |
+---------+-+------------------+
| | | March 4, 2010 |
+---------+-+------------------+
| Opening | | JPY311 |
+---------+-+------------------+
| High | | 311 |
+---------+-+------------------+
| Low | | 305 |
+---------+-+------------------+
| Closing | | JPY306 |
+---------+-+------------------+
(4) Equity Finance in the Last Three Years
(i) Issuance of New Shares Through a Third-party Allotment
+-------------------------+-+---------------------------------------+
| Issue date | | December 20, 2007 |
+-------------------------+-+---------------------------------------+
| Amount of funds raised | | 41,400,000,000 yen (estimated net |
| | | proceeds) |
+-------------------------+-+---------------------------------------+
| Issue price | | 1,385 yen per share |
+-------------------------+-+---------------------------------------+
| Total number of issued | | 180,063,836 shares |
| shares before issuance | | |
+-------------------------+-+---------------------------------------+
| Increase in number of | | 30,000,000 shares |
| shares by such issuance | | |
+-------------------------+-+---------------------------------------+
| Total number of issued | | 210,063,836 shares |
| shares after issuance | | |
+-------------------------+-+---------------------------------------+
| Party to which shares | | Sharp Corporation |
| were allotted | | |
+-------------------------+-+---------------------------------------+
| Use of the funds | | Working capital (funds for the |
| planned at the time of | | alliance and joint developments with |
| issuance | | Sharp Corporation) |
+-------------------------+-+---------------------------------------+
| Scheduled timing of | | At any time from December 2007 |
| expendi-ture at the | | |
| time of issuance | | |
+-------------------------+-+---------------------------------------+
| Current status of | | Application of the funds has been |
| application | | completed. |
+-------------------------+-+---------------------------------------+
(ii) Issuance of New Shares Through an International Offering
+-------------------------+-+---------------------------------------+
| Issue date | | March 2, 2010 |
+-------------------------+-+---------------------------------------+
| Amount of funds raised | | 29,044,850,000 yen (estimated net |
| | | proceeds) |
+-------------------------+-+---------------------------------------+
| Issue price | | 318.16 yen per share |
+-------------------------+-+---------------------------------------+
| Total number of issued | | 210,063,836 shares |
| shares before issuance | | |
+-------------------------+-+---------------------------------------+
| Increase in number of | | 92,000,000 shares |
| shares by such issuance | | |
+-------------------------+-+---------------------------------------+
| Total number of issued | | 311,393,836 shares (Note) |
| shares after issuance | | |
+-------------------------+-+---------------------------------------+
| Use of the funds | | Funds for the medium- to long-term |
| planned at the time of | | growth of the Car Electronics |
| issuance | | business |
+-------------------------+-+---------------------------------------+
| Scheduled timing of | | At any time from March 2010 |
| expendi-ture at the | | |
| time of issuance | | |
+-------------------------+-+---------------------------------------+
| Current status of | | Funds will be applied in accordance |
| application | | with the use of the funds planned at |
| | | the time of issuance. |
+-------------------------+-+---------------------------------------+
(iii) Issuance of New Shares Through a Third-party Allotment
+-------------------------+-+---------------------------------------+
| Issue date | | March 2, 2010 |
+-------------------------+-+---------------------------------------+
| Amount of funds raised | | 2,489,210,000 yen (estimated net |
| | | proceeds) |
+-------------------------+-+---------------------------------------+
| Issue price | | 332 yen per share |
+-------------------------+-+---------------------------------------+
| Total number of issued | | 210,063,836 shares |
| shares before issuance | | |
+-------------------------+-+---------------------------------------+
| Increase in number of | | 7,530,000 shares |
| shares by such issuance | | |
+-------------------------+-+---------------------------------------+
| Total number of issued | | 311,393,836 shares (Note) |
| shares after issuance | | |
+-------------------------+-+---------------------------------------+
| Party to which shares | | Mitsubishi Electric Corporation |
| were allotted | | |
+-------------------------+-+---------------------------------------+
| Use of the funds | | Working capital (funds for the joint |
| planned at the time of | | development with Mitsubishi Electric |
| issuance | | Corporation of the hardware and |
| | | software platforms for car navigation |
| | | systems) |
+-------------------------+-+---------------------------------------+
| Scheduled timing of | | During the year ending March 31, 2011 |
| expendi-ture at the | | |
| time of issuance | | |
+-------------------------+-+---------------------------------------+
| Current status of | | Funds will be applied in accordance |
| application | | with the use of the funds planned at |
| | | the time of issuance. |
+-------------------------+-+---------------------------------------+
(iv) Issuance of New Shares Through a Third-party Allotment
+-------------------------+-+---------------------------------------+
| Issue date | | March 2, 2010 |
+-------------------------+-+---------------------------------------+
| Amount of funds raised | | 595,030,000 yen (estimated net |
| | | proceeds) |
+-------------------------+-+---------------------------------------+
| Issue price | | 332 yen per share |
+-------------------------+-+---------------------------------------+
| Total number of issued | | 210,063,836 shares |
| shares before issuance | | |
+-------------------------+-+---------------------------------------+
| Increase in number of | | 1,800,000 shares |
| shares by such issuance | | |
+-------------------------+-+---------------------------------------+
| Total number of issued | | 311,393,836 shares (Note) |
| shares after issuance | | |
+-------------------------+-+---------------------------------------+
| Party to which shares | | Mitsubishi Chemical Corporation |
| were allotted | | |
+-------------------------+-+---------------------------------------+
| Use of the funds | | Working capital (funds for the |
| planned at the time of | | business alliance with Mitsubishi |
| issuance | | Chemical Corporation, including as |
| | | funds for the joint development with |
| | | Mitsubishi Chemical Corporation of |
| | | the wet-coating type organic light |
| | | emitting diode lighting) |
+-------------------------+-+---------------------------------------+
| Scheduled timing of | | During the year ending March 31, 2011 |
| expendi-ture at the | | |
| time of issuance | | |
+-------------------------+-+---------------------------------------+
| Current status of | | Funds will be applied in accordance |
| application | | with the use of the funds planned at |
| | | the time of issuance. |
+-------------------------+-+---------------------------------------+
Note: Since each issuance of new shares described in (ii), (iii) and (iv) above
occurred on the same day (March 2, 2010), "total number of issued shares after
issuance" in (ii), (iii) and (iv) represents the number calculated by adding (i)
the sum (101,330,000 shares) of the number of shares increased by each such
issuance to (ii) "total number of issued shares before issuance."
11. Terms and Conditions of Issuance
(1) Number of Shares to Be Newly Issued:
14,700,000 shares of common stock
(2) Issue Price: 170 yen per share (the amount to be paid under the
Company Law of Japan)
(3) Aggregate Amount of Issue Price:
2,499,000,000 yen
(4) Amount to Be Accounted for as Stated Capital:
1,249,500,000 yen (85 yen
per share)
(5) Method of Offering or Allotment:
Third-party allotment
(6) Subscription Date: Friday, March 19, 2010
(7) Payment Date: Tuesday, March 23, 2010
(8) Party to Which Shares Will Be Allotted and Number of Shares to Be
Allotted:
Honda Motor Co., Ltd.;
14,700,000 shares of common stock
(9) Each of the items above shall be subject to the completion of the procedures
required under the Financial Instruments and Exchange Act of Japan.
Note: Items "(6) Subscription Date" and "(7) Payment Date" were resolved at the
meeting of Pioneer's board of directors held today, and the other items were
resolved at the meeting of Pioneer's board of directors held on April 28, 2009.
# # # # # #
For further information, please contact:
Hideki Okayasu
Senior Managing Director and Representative Director
Pioneer Corporation, Japan
Phone: +81-44-580-3211 / Fax: +81-44-580-4064
E-mail: pioneer_shr@post.pioneer.co.jp
IR Website: http://pioneer.jp/ir-e/
This information is provided by RNS
The company news service from the London Stock Exchange
END
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