Sharp Corporation
OFFERING CIRCULAR Sharp Corporation (incorporated with limited liability in Japan) Sharp International Finance (U.K.) Plc (incorporated with limited liability in England) U.S.$700,000,000 Euro Medium Term Note Programme Due from one month to 30 years from the date of original issue This document (the “Offering Circular”) is issued to update, amend and restate, and supersedes, the offering circular of Sharp Corporation (“Sharp”) and Sharp International Finance (U.K.) Plc (“SIF”) dated 7th February, 2011 (as supplemented on 12th May, 2011). Under its Euro Medium Term Note Programme described in this Offering Circular (the “Programme”), Sharp and SIF (together, the “Issuers” and each, in relation to Notes issued by it, an “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$700,000,000 (or the equivalent in other currencies at the date of issue). Any Notes issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions herein. This does not affect any Notes issued prior to the date hereof. The Notes issued by SIF are not guaranteed by Sharp but SIF has the benefit of a keep well agreement dated 22nd April, 1994 (the “Keep Well Agreement”) entered into between SIF and Sharp. See “Relationship with Sharp Corporation”. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (“FSMA”) (the “UK Listing Authority”) for Notes issued under the Programme for the period of 12 months from the date of this Offering Circular to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Professional Securities Market (the “Market”).
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