Last checked at 20 Dec 2016 12:20
Subject: Acer Board of Directors approves plan to buy back shares from open market
Date of events: 2016/12/20
Contents:
1.Date of the board of directors resolution:2016/12/20
2.Purpose of the share repurchase: To Maintain the Company's Credit and Shareholders' Equity
3.Type of shares to be repurchased: Acer's common shares
4.Ceiling on total monetary amount of the share repurchase:NT$35,447,576,845
5.Scheduled period for the repurchase:2016/12/21~2017/02/20
6.Number of shares to be repurchased: A maximum of 100,000,000 shares
7.Repurchase price range: NT$10 to NT$19 per share
8.Method for the repurchase: To buy back shares from Taiwan Stock Exchange
9.Ratio of the shares to be repurchased to total issued shares of the Company:a maximum of 3.25%
10.Number of the Company's own shares held at the time of reporting:0 shares
11.Status of repurchases within three years prior to the time of reporting: None
12.Status of repurchases that have been reported but not yet completed: None
13.Minutes of the board of directors meeting that resolved for the share repurchase:
Subject: In Order to Maintain the Company's Credit and Shareholders' Equity, It Is Proposed to Repurchase the Company's Shares as Treasury Stock.
Resolution: The Board unanimously approved the following:
a. Subject to Article 28-2, paragraph 1, subparagraph 3 of the "Securities and Exchange Act", in order to maintain the Company's credit and shareholders' equity, it is proposed to repurchase the Company's own shares, and cancel such buyback shares.
b. It is expected to amend competent registration within six months from the date of buyback in accordance with Article 28-2, paragraph 4 of the "Securities and Exchange Act".
c. It is proposed to approve competent items of these repurchase as below:
(1)Purpose of the repurchase: To maintain the Company's credit and shareholders' equity
(2)Types of shares to be repurchased: Common Shares
(3)Statutory ceiling on total monetary amount of the repurchase: NT$35,447,576,845.
(4)Planned period for the repurchase, and number of shares to be repurchased: two months from 21st December 2016 to 20th February 2017, and planed 100,000,000 shares to be repurchased.
(5)Price range of the shares to be repurchased: NT$10 ~ NT$19 per share; when the market price is below the foregoing range, the Company can continue to execute the repurchase.
(6)Method for the repurchase: to appoint security firms to execute the repurchase
(7)Number of shares held at the time of this meeting: None
(8)Any repurchases within three years prior to the time of this meeting: None
(9)Any repurchases that have been reported but not completed: Not applicable
(10)Appraisal by a CPA of the reasonableness of the price of the shares to be repurchased: as Attachment
d.The number of planed treasury shares is merely around 3.25% of Acer outstanding shares, and the amounts for buyback is merely around 1.61% of the total current assets, and the financial status and the maintenance of Acer's capital will not be affected by the repurchase.
e.Since the purpose of this repurchase is to maintain the company's credit and shareholders' equity, it is proposed to approve the attached declaration of the board of directors in accordance with the "Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies".
f.It is proposed to authorize the Chairman or the person designated by him with full power to execute competent public announcement, application and the matters with respect to this repurchase.
14.The rules for transfer of shares set forth in Article 10 of the Guidelines for Repurchase of Shares by Listed and OTC Companies:N/A
15.The rules for conversion or subscription of shares set forth in Article 11 of the Guidelines for Repurchase of Shares by Listed and OTC Companies:N/A
16.Declaration that the financial state of the Company has been considered by the board of directors and that its capital maintenance will not be affected:
(1)Upon the approval of a majority of the directors present at 20th December 2016 temporary board meeting attended by two-thirds or more of directors, Acer BOD approved 100,000,000 shares of the Company will be repurchased at Taiwan Stock Exchange Market within two months from the date if application.
(2)The number of planed treasury shares is merely around 3.25% of Acer outstanding shares, and the amount for buyback is merely around 1.61% of the total current assets. It is declared that the financial status of the Company was considered at a meeting of the Board of Directors and that the maintenance of the Company's capital would not be affected by the repurchase.
(3)This Declaration has been approved by the foregoing board meeting, and all directors attended that meeting have agreed the content of this Declaration.
17.Appraisal by a CPA or securities underwriter of the reasonableness of the share repurchase price:
According to Article 2 of Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, Acer appoints KMPG CPA to appraise the reasonableness of the share repurchase price as follows:
(1)Based on the audited financial results on 30th Sep. 2016, and the maximum repurchase amount of NT$1,900,000,000 (suppose to buyback 100,000,000 shares at NT$19 per share), this buyback will not have a material impact on Acer's financial structure, EPS, ROE, acid-ratio, current ratio, profitability and cash flow.
(2)The price range from NT$10~NT$19 per share lies in between 150% of the average market closing price of 10 or 30 (whichever is higher) business days before Acer BOD resolution date, namely NT$20.24, and 70% of the market closing price of Acer resolution date, namely NT$9.31.
(3)In a word, the buyback price range is reasonable.
18.Other particular specified by the Securities and Futures Bureau: None