BW termsheet

NNNNN CO., LTD

 

USD Bonds with Warrants (“BW”)

 

 

 

Indicative Terms and Conditions

 

 

 

Issuer	NNN Co., Ltd.
Issue Amount	USD [         ]
Type	Euro USD denominated Bonds with Warrants (Detachable BW)
Denomination	USD 5,000
Placement	Public Placement
Issue Date	[    ] May 2003
Maturity / Put Date	5 year maturity with 2.5 year put date
Coupon	6M Libor + [    ] bp p.a.
Yield-to-Maturity	[To be determined]
Yield-to-Put	[To be determined]
Initial Exercise Price(“IEP”)	[To be determined]
Exercise Price Floor	70% of the Initial Exercise Price
Exercise Price Adjustment	1)    If the general dilution event such as stock splits, stock dividends, bonus issue, below market right issue, or other events occur, the Exercise Price shall be adjusted in accordance with market practice.   2)    On every 3 month after the Issue Date (“Exercise Price Adjustment Date”), if the higher of A and B is lower than the previous Exercise Price, it shall be the New Exercise Price. Where, “A” is the arithmetic average price of the volume weighted average of the last one month’s closing prices, the volume weighted average of the last 7 calendar days’ closing prices and the last day’s closing price prior to the Exercise Price Adjustment Date. “B” is the last day’s closing price prior to the Exercise Price Adjustment Date. The exercise price shall not be adjusted below the Exercise Price Floor.   Notwithstanding the clauses of the above, the Exercise Price shall not be reduced below the par value of the common shares (currently KRW500 per share) as a result of any adjustment made hereunder, unless applicable law permits.
Delivery of Bond Amount	The bondholders will be given a choice to deliver the bonds in lieu of payment of the subscription money.
Underlying Shares	Common Shares of the Issuer
Fixed F/X Rate	The average USD/KRW exchange rate announced by the KFTC in Seoul at 10:00 a.m. on the pricing date
Number of Shares	(Issue Amount * Fixed F/X Rate) / Exercise Price
Exercise Period	After 1 months from Issue Date until 1 month prior to the Maturity
Business Day	Seoul, New York, Hong Kong
Share Settlement	The Issuer will deliver new shares to investor within 10 business days after exercise notice.
Governing Law	English Law
Other Conditions	Definitive terms and conditions, including the level of out-of-pocket expense, will be determined in due course.