Q&A re the Corporate Reorganization Proceedings

 

TIDMTAK 
 
RNS Number : 4316V 
Takefuji Corporation 
02 November 2010 
 
 
 
To: Shareholders and Bondholders 
 
                                      Takefuji Corporation, Reorganizing Company 
                                                           Eiichi Obata, Trustee 
 
 
             Q&A regarding the Corporate Reorganization Proceedings 
 
On October 31, 2010, the Tokyo District Court ordered the commencement of the 
corporate reorganization proceedings of Takefuji Corporation ("Takefuji"). 
We have prepared the following Frequently Asked Questions (FAQs) to answer the 
general initial questions that our Shareholders and Bondholders may have. 
 
 
1. General Questions regarding the Corporate Reorganization Proceedings 
 
Q1 What is the schedule of the proceedings? 
 
A   As separately disclosed in the Notice of the Order of the Commencement of 
the Reorganization Proceedings, creditors may file a Proof of Claim, which must 
be received no later than February 28, 2011. 
The Trustee will determine the debts of Takefuji through the process of approval 
or disapproval of the claims stated in the proofs of claim filed by the 
creditors, and determine the assets and liabilities of Takefuji (as of the date 
the commencement of the reorganization proceedings was ordered) based on the new 
evaluation of the assets to be conducted for Takefuji. 
After the assets and liabilities of Takefuji are determined, we will draft the 
reorganization plan by considering how payments should be made to the creditors 
(the deadline to submit the proposed reorganization plan is July 15, 2011). 
When the proposed reorganization plan is submitted to the Court, the Court will 
make an order to refer the said plan to the creditors for their resolution and 
thereafter, it will be put to a vote.  If the requisite majority of the 
creditors vote for the proposed reorganization plan, it will be approved. 
Payment details and method will be determined upon confimation of the said 
proposed reorganization plan by the Court. 
Please understand and be aware that it is not possible to predict the content of 
the reorganization plan at this point. Thank you for your patience concerning 
this matter. 
 
<Schedule (summary) (please also see the commencement order)> 
+--------------------------------+---------------------+ 
| Court Order of the             | October 31, 2010    | 
| Commencement of the            |                     | 
| Reorganization Proceedings     |                     | 
+--------------------------------+---------------------+ 
| Deadline for Filing a Proof of | February 28, 2011   | 
| Claim                          |                     | 
+--------------------------------+---------------------+ 
| Date to Submit the Statement   | April 28, 2011      | 
| of Approval or Disapproval     |                     | 
+--------------------------------+---------------------+ 
| Deadline to Submit the         | July 15, 2011       | 
| Proposed Reorganization Plan   |                     | 
+--------------------------------+---------------------+ 
| Period for the Creditors to    | About 2-3 months    | 
| Vote on the Proposed           | after the           | 
| Reorganization Plan            | submission of the   | 
|                                | Reorganization Plan | 
+--------------------------------+---------------------+ 
| Confirmation of the Proposed   | Immediately after   | 
| Reorganization Plan by the     | the Approval of the | 
| Court                          | Reorganization Plan | 
+--------------------------------+---------------------+ 
 
Q2 When can I receive payment of my claim? When is the schedule of the payment? 
 
A   As stated in the above Q&A 1, details and methods of payment will be 
determined in the proposed reorganization plan. 
After the submission of the reorganization plan (on July 15, 2011), we will 
notify you of the specific procedures.  We would appreciate your patience and 
understanding in the meantime. 
 
2. Questions relating to the Shareholders 
 
Q1 Will a shareholder need to file a Proof of Claim? 
 
A   A shareholder does not have to file a Proof of Claim. 
 
Q2 Will Takefuji pay accrued dividends? 
 
A   You need to file such accrued dividends as a reorganization claim. However, 
Article 39 of the Articles of Incorporation of Takefuji provides "(i)n case 
dividends are paid in cash, the Company shall be relieved from the obligation of 
paying dividends if such dividends remain unreceived for three (3) years after 
the date of the commencement of the payment thereof," therefore, those dividends 
that remain unreceived for three (3) years from the beginning of the payment 
date cannot be paid even if you file them as a reorganization claim. 
 
Q3 Will Takefuji hold a Meeting of the Shareholders in the future? 
 
A   At this point, we do not plan to hold a meeting of the 
shareholders. 
 Since Takefuji has debts in excess of its assets, the 
shareholders will not be able to exercise the right to vote during the corporate 
reorganization proceedings. We apologize that the shareholders will not be 
notified about the proceedings from now on.  However, please kindly be advised 
that information to the Shareholders will be updated on our website from time to 
time. 
 
Q4 Can shareholders trade their shares at the stock exchange? 
 
A   Our shares were delisted from the Tokyo Stock Exchange on October 29, 2010. 
Q5 Will Takefuji decrease its stated capital under the Reorganization Plan? 
 
A   At this point, no decision has been made concerning the proposed 
reorganization plan, including whether to decrease the stated capital or 
not. 
 However, please be aware that a capital decrease is almost always made 
in recent corporate reorganization cases. 
 
3. Questions Relating to the Bondholders 
 
Q1 How can I file my Proof of Claim as a Bondholder of the Takefuji Corporation 
Unsecured Bond Series No. 8 (the "Domestic Bonds")?  Can each Bondholder receive 
relevant notices and the Proof of Claim Form? 
 
A   The Domestic Bonds were issued under the Book-Entry Transfer System for 
Corporate Bonds operated by the Japan Securities Depository Center, Inc.  Under 
such system, we cannot verify the existing Bondholders.  Therefore, through 
Japan Securities Depository Center, Inc. and account management institutions for 
the Book-Entry Transfer System for Corporate Bonds, we are asking our 
Bondholders to provide us their contact information, etc.  After receiving such 
contact information, etc., from the Bondholders, we will send the Proof of Claim 
Forms and notices to the addresses given. 
Please kindly be advised that information from us to the Bondholders will be 
updated on our website from time to time. 
 
Q2 Should each Bondholder of the Domestic Bonds voluntarily file its Proof of 
Claim? 
 
A   Since there is no administrator for the Domestic Bonds, each Bondholder 
needs to file its Proof of Claim by itself. 
 
Q3 After sending the Proof of Claim relating to the Domestic Bonds, will it be 
approved automatically? 
 
A  As for the Domestic Bonds, we are not able to check if the Bondholders who 
submitted the Proofs of Claim actually hold the Bonds described therein due to 
the current Book-Entry Transfer System.  For this reason, in addition to the 
Proof of Claim, the certificate provided in Article 277 of the Act on Book-Entry 
Transfer of Company Bonds, Shares, Etc. (the "Book-Entry Transfer Act") (the 
"Article 277 Certificate"), which includes the balance of your account for the 
Bonds, is required to be sent to us.  As the details of our policy of 
approving/disapproving claims relating to the Domestic Bonds will be notified to 
you in due course, we kindly ask you to first submit your Proof of Claim. 
 
Q4 I have acquired Domestic Bonds, for which the Proof of Claim had already been 
filed.  Is there any other procedure to be done? 
 
A    In such a case, in addition to the procedures for the completion of a 
book-entry transfer pursuant to the Book-Entry Transfer Act, the transferee 
needs to take the necessary procedures to change the name of the filer in our 
record.  In addition, the relevant Article 277 Certificate and other documents 
are required to be submitted.  As the details on such procedures will be 
notified to you in due course, we kindly ask you to first change the name of the 
filer in our record. 
 
Q5 How can I file my Proof of Claim relating to the Takefuji Corporation 
10,075,000,000 10% Bonds due 2011 (the "Euro Bonds")? 
 
A    As for the Euro Bonds, only the bond trustee thereof is entitled to file 
the Proof of Claim on behalf of all the holders thereof.  Therefore, no separate 
filing will be accepted. 
 
Q6 How can I file my Proof of Claim relating to the Takefuji Corporation 9.20% 
Senior Unsecured Notes due April 15, 2011 (the "Global Bonds")? 
 
A  As for the Global Bonds, either the bond trustee thereof or The Depository 
Trust Company, a registered bondholder, is entitled to file the Proof of Claim 
on behalf of all the holders thereof.  Therefore, no separate filing will be 
accepted. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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