June 27, 2024

For immediate release

Company Name: Tokai Carbon Co., Ltd.

Representative: Hajime Nagasaka, President & CEO

(Stock Code: 5301 Prime Market,Tokyo Stock Exchange)

Contact: Naoki Hirai, General Manager, Accounting & Finance Department,

(Telephone: +81-3-3746-5100)

Notice Regarding Determination of Issuance Condition for Third Subordinated Hybrid Bonds

Tokai Carbon Co., Ltd. ("Tokai Carbon") hereby announces the finalization of terms for the public issuance of third subordinated hybrid bonds (the "Bonds")*1. The terms were finalized today, as detailed below.

(1)

Bond Name

Tokai Carbon Co., Ltd.

3rd Unsecured Bonds with Deferred Interest Payments and Premature

Redemption (Subordinated)

(2)

Amount to Issue

25 billion yen in cash

(3)

Initial Interest Rate

2.118% annually*2

(4)

Payment Due Date

3 July, 2024

(5)

Redemption Date

3 July, 2059

(6)

Premature Redemption

On July 3, 2029 and interest payment dates from July 3, 2029 onward,or after

the paymentdue date, prematureredemptionmayoccur at the discretion of the

Company in the event of the incidence or continuation of reasonsassociatedwith

taxesor equity-relatedchanges.

(7)

Interest Payment Date

Every year on July 3 and Janurary 3

(8)

Optional Termination of Interest

On an interestpaymentdate,the Companymay,at its discretion,carryover the

Payment

paymentof intereston the bonds in wholeor in part.

(9)

Order of Priority

The order of repaymentto the bonds shallsubordinategeneraldebt and prioritize

commonstock.

(10)

Credit Rating

BBB+(Rating and Investment Information, Inc.)

A-(Japan Credit Rating Agency, Ltd.)

(11)

Equity

Class 3, equity 50% (Rating and Investment Information, Inc.)

Middle,50% (Japan Credit Rating Agency, Ltd.)

(12)

Form of Issuance

Public, in Japan

(13)

Underwriters

Nomura Securities Co., Ltd. (book runner), SMBC Nikko Securities Inc. (co-lead

managing underwriter)

(14)

Book-entry transfer institution

Japan Securities Depository Center, Inc.

(15)

Fiscal Agent, Issuing Agent,

MUFG Bank, Ltd.

PayingAgent

*1.The bonds are debt and shall not be diluted by shares.

*2. Fixed interest rate from the day after July 3, 2024 to July 3, 2029; variable interest rate from the day after July 3, 2029(interest rate shall step up on the day after July 3, 2029)

End of Notice

1

This press release relates to offerings of Japanese Yen-denominated Bonds ("the Bonds") that are intended to be directed into Japan and its residents thereof in accordance with the law, customary practices and documentation in Japan. This press release does not constitute an offer of any securities for sale in the United States. The Bonds have not been registered under the United States Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements under the Act

2

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Tokai Carbon Co. Ltd. published this content on 27 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2024 06:02:34 UTC.