Last checked at 18 Jun 2014 13:06
Subject: Announcement of restructuring Acer EMEA investments on behalf of AEH
Date of events: 2014/06/18
Contents:
1. Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield): ACH and ACF shares
2. Date of occurrence of the event: 2014/06/18
3. Volume, unit price, and total monetary amount of the transaction:
AEH transfers shareholding in ACH to AHN: 261,225 shares and estimated EUR 97.62 per share, total amount is estimated EUR 25.5 million.
PBHO transfers shareholding in ACH to AHN: 1 share and estimated EUR 97.62 per share, total amount is estimated EUR 97.62.
PBHO transfers shareholding in ACF to AHN: 981,853 shares and estimated EUR 19.05 per share, total amount is estimated EUR 18.7 million.
4. Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
AHN is 100% indirectly owned by Acer Inc.
5. Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:
To Restructure the Investment Framework of Acer EMEA Operations; There is no previous owner of ACH other than AEH.
6. Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person's relationship to the company at those times: N/A
7. Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced): N/A
8. Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):
Due to the EMEA investment restructuring within Acer Group, there is no effect on Acer Group's disposal gain and loss.
9. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
The terms of payment are contributed by title of share premium contributionand dividend up shall be completed during 2014 upon the restructuring process.
10. The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
The transactions have approved by Acer's BOD.
The designated independent valuation specialist's review opinion is the reference basis for the decision on price.
11. Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g. pledges):
AHN owns 100% of ACH and ACF shares (261,226 and 2,606,140 shares), total amounts are EUR 25.5 million and 49.6 million per designated independent valuation specialist's review report.
12. Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:
The ratio of investment to the total assets is 99.84.
The ratio of investment to the shareholder's equity is 99.85
Operating capital is EUR 727,682
13. Broker and broker's fee: N/A
14. Concrete purpose or use of the acquisition or disposition:
To restructure the investment framework of Acer EMEA for business and financial requirements
15. Net worth per share of company underlying securities acquired or disposed of:
Net worth per share of ACH is EUR 84.29 and estimated unit price is EUR 97.62
Net worth per share of ACF is EUR 19.03 and estimated unit price is EUR 19.05
16. Do the directors have any objection to the present transaction?: No
17. Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: No
18. Any other matters that need to be specified: No