ASAHI GROUP HOLDINGS, LTD. 
By
June 4, 2014
Company Name: Asahi Group Holdings, Ltd. President and Representative Director: Naoki Izumiya Securities Code: 2502
Stock Listings: Tokyo Stock Exchange, First Section
Contact: Kazutomo Tamesada
General Manager, Public Relations Section
Phone: +81-3-5608-5126
Acquisition and Cancellation of Euro Yen Convertible Bonds due 2023 and due 2028
Asahi Group Holdings, Ltd. (the "Company") hereby announces that its Board of Directors resolved on June 4, 2014 to exercise its acquisition option and acquire all of the outstanding Zero Coupon Convertible Bonds due 2023 (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai) and the Zero Coupon Convertible Bonds due 2028 (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai) (together, the "Bonds") issued on May 29, 2008. The acquisition of the Bonds will be made in exchange for a cash amount equivalent to the principal amount of the Bonds and a certain number of the shares of the Company ("Shares"), calculated below, and thereafter the Company will cancel all such Bonds.
1. Reasons for Exercising Acquisition Option (Net Cash Settlement)
In February 2013 the Company devised its vision for the future, entitled "Long-Term Vision
2020", setting out certain goals that it aims to achieve on a group-wide basis by around 2020, and formulated a three-year action plan (the "2015 Mid-Term Management Plan") laying out the steps to take in order to achieve these goals.
Under the 2015 Mid-Term Management Plan, the Company has chosen to focus on ROE (return on equity) and growth rate of EPS (earnings per share) as its key performance indicators (the "KPIs"), and aims to prioritise growth in revenue and profit while simultaneously seeking to
improve capital efficiency by strengthening shareholder return, thereby increasing its corporate value.
Against this context, the Company's share price has recently been achieving levels above the respective conversion price of the Bonds, entitling holders to convert their Bonds into shares. The Company anticipates that a significant level of conversion will give rise to dilution, thereby having an impact on its KPIs. As a result, the Company has decided to exercise its acquisition option under the Bonds, so as to increase the likelihood that the Company may attain the level of KPIs that it
targets.
Together with the concurrently announced proposed share repurchase (please refer to the Company's "Notice Regarding Proposed Share Repurchase"), the Company intends to continue to take steps towards improving its capital efficiency going forward, in order to further increase its corporate value.
Ⅰ． Zero Coupon Convertible Bonds due 2023 (the "Bonds" in I.)
1. Name of the
Securities
2. Amount to be
Acquired
3. Date of the Acquisition Notice
4. Acquisition Option Date and Date of Cancellation
5. Assets to be Delivered in Exchange for the Bonds
Asahi Group Holdings, Ltd.
Zero Coupon Convertible Bonds due 2023
All of the Bonds outstanding
※Amount outstanding as of June 3, 2014 is JPY 15,888million
June 4, 2014
August 4, 2014
(i) an amount equal to 100 per cent. of the principal amount of the
Bonds; and
(ii) the acquisition shares (such number of Shares per Bond, if any, as calculated by dividing (i) the amount by which the Acquisition Share Value (as defined below) exceeds the principal amount of each Bond by (ii) the Average VWAP per Share (as defined below)), provided that fractions of a Share shall be disregarded and no adjustment or cash payment will be made in respect thereof, provided further that any acquisition shares comprising non-unit Shares, if any, will be delivered in the cash amount as calculated by deeming that the holders of such Shares comprising non-unit Shares requested that the Company purchases such Shares under the Companies Act.
・ "Acquisition Share Value" means the yen amount per Bond
calculated in accordance with the formula below: Principal Amount of the Bond
Last Day Conversion Price
× Average VWAP per Share
・ "Last Day Conversion Price" means the Conversion Price in effect on the last day of the Relevant VWAP Period (July 8,
2014).
・ "Average VWAP per Share" means the average of the Volume
Weighted Average Prices ("VWAP") of the shares reported by the Tokyo Stock Exchange on each of the trading days during the relevant VWAP Period (the 20 consecutive trading days beginning on the 5th trading day from, but excluding, the date on which the Company gives the acquisition notice to the bondholders, and being from June 11, 2014 to July 8, 2014).
Zero Coupon Convertible Bonds due 2023
1. Issue Date May 29, 2008
2. Maturity Date May 26, 2023
3. Aggregate
Amount
JPY 35,000 million
4. Conversion Price JPY 2,107
II． Zero Coupon Convertible Bonds due 2028 (the "Bonds" in II.)
1. Name of the
Securities
2. Amount to be
Acquired
3. Date of the Acquisition Notice
4. Acquisition
Option Date and Date of
Cancellation
5. Assets to be Delivered in Exchange for the
Asahi Group Holdings, Ltd.
Zero Coupon Convertible Bonds due 2028
All of the Bonds outstanding
※Amount outstanding as of June 3, 2014 is JPY 31,938million
June 4, 2014
August 4, 2014
(i) an amount equal to 100 per cent. of the principal amount of the
Bonds; and
Bonds (ii) the acquisition shares (such number of Shares per Bond, if any,
as calculated by dividing (i) the amount by which the Acquisition Share Value (as defined below) exceeds the principal amount of each Bond by (ii) the Average VWAP per Share (as defined below)), provided that fractions of a Share shall be disregarded and no adjustment or cash payment will be made in respect thereof, provided further that any acquisition shares comprising non-unit Shares, if any, will be delivered in the cash amount as calculated by deeming that the holders of such Shares comprising non-unit Shares requested that the Company purchases such Shares under the Companies Act.
・ "Acquisition Share Value" means the yen amount per Bond
calculated in accordance with the formula below: Principal Amount of the Bond
Last Day Conversion Price
× Average VWAP per Share
・ "Last Day Conversion Price" means the Conversion Price in effect on the last day of the Relevant VWAP Period (July 8,
2014).
・ "Average VWAP per Share" means the average of the Volume Weighted Average Prices ("VWAP") of the shares reported by the Tokyo Stock Exchange on each of the trading days during
the relevant VWAP Period (the 20 consecutive trading days beginning on the 5th trading day from, but excluding, the date on which the Company gives the acquisition notice to the bondholders, and being from June 11, 2014 to July 8, 2014).
Zero Coupon Convertible Bonds due 2028
1. Issue Date May 29, 2008
2. Maturity Date May 26, 2028
3. Aggregate
Amount
JPY 35,000 million
4. Conversion Price JPY 2,050
The acquisition and cancellation of the Bonds is not expected to materially impact Asahi's
Financial Performance.
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