Last checked at 23 Dec 2014 11:01
23 December 2014
Acer Inc.
Supplement Announcement - Issuance of New Shares by Cash Injection for Year 2014
1. The Board of Directors approved to raise NTD3,000,000,000 through an issue of 300,000,000 new common shares based on par value of NTD 10 per share via cash capital increase which was effective on 21 October 2014 by Order No. Financial-Supervisory-Securities-Issue-1030039103, R.O.C. Financial Supervisory Commission.
2. Subject to the Article 273 of R.O.C. Company Act and the Article 34-1 of Securities and Exchange Act, the Company announces the following statements:
2.1 Name of the Company: Acer Inc.
2.2 The business purposes are:
Ÿ F113050To engage in the wholesale purchase and sale of computer, office machinery and equipment.
Ÿ F213030To engage in the retail of computer, office machinery and equipment.
Ÿ F118010 To engage in the wholesale purchase and sale of information software.
Ÿ I301010To provide information software services.
Ÿ I301020To provide information management services.
Ÿ G902011To engage in the second category of the telecommunications industry.
Ÿ F401010To conduct international trade.
Ÿ JA02010 To repair electrical appliances and electrical products.
Ÿ JE01010 To engage in leasing and renting industry.
Ÿ CC01030 To manufacture electrical appliances and audiovisual electrical products.
Ÿ CC01070 To manufacture wireless communication machinery & equipment.
Ÿ CC01110 To manufacture computer and its peripheral equipment.
Ÿ CD01060 To manufacture aircraft and its components.
Ÿ E701030 To install telecommunications control equipment.
Ÿ F401021 To import telecommunications control equipment.
Ÿ F113070 To engage in the wholesale purchase and sale of telecommunications equipment.
Ÿ IZ13010 To engage in on-line certification business.
Ÿ F108031 To engage in wholesale of medical apparatus and instruments.
Ÿ F208031 To engage in retail of medical apparatus and instruments.
Ÿ ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
2.3 Original issued shares and the amount per share:
The authorized shares capital is NTD 35 billion with 3.5 billion authorized shares based on par value at NTD 10 per share, of which NTD27,965,678,280 are for 2,796,567,828 existing issued shares of NTD 10 per share and NTD2.5 billion divided into 250 million shares of NTD 10 each are reserved for exercising stock options.
2.4 The Company's address:
7F-5, 369, Fuxing N. Rd., Songshan Dist., Taipei City, Taiwan
2.5 Published platform:
MOPS (http://mops.tse.com.tw), theregulatory system of Taiwan Stock Exchange
2.6 Date of Acer's Articles of Incorporation being approved:
These Articles of Incorporation were approved on 19 June 1979 and the 42nd amendment was approved on 18 June 2014.
2.7 Terms of office and seats for directors:
There are nine (9) directors (including three (3) independent directors) with the term of office for three (3) years.
2.8 Terms and conditions:
ŸThe issuance of new shares by cash injection will be 300,000,000 shares at par value of NTD 10 per share. The issuing price is NTD 18 per share.
ŸPursuant to the Article 267 of Company Act, 10% of the aforesaid shares issuance for approximately 30,000,000 shares will be reserved for employee's preemptive subscription and 30,000,000 shares will be reserved for public offer according to Article 28-1 of Securities and Exchange Act. The remaining 80% of the shares issuance for 240,000,000 shares will be reserved for preemptive purchase of original shareholders based on the names and the shares registered in the shareholders roster on the dividend record date. In case the employees and original shareholders do not subscribe sufficiently and adequately, the Chairman is to be authorized to negotiate with designated individuals to sell shares at issuing price.
ŸThe rights and obligations of issuing new common shares from the capital increase are identical to those of original outstanding shares.
ŸIt proposes to authorize the Chairman to amend or deal with any and all related matters if there's any change of laws and regulations, order or request by relevant government and/or regulatory agencies, or practical needs.
2.9 Newly issued shares and the amount per share:
The authorized shares capital is NTD35 billion with 3.5 billion authorized shares based on par value at NTD 10 per share, of which NTD2.5 billion divided into 250 million shares of NTD10 each is reserved for exercising stock options and NTD30,965,678,280 with3,096,567,828 existing shares in issue of NTD 10 each.
2.10 The cause of the issuance:
In order to cope with needs for funds such as pay off bank loan and redemption repayment from the put option executed by the ECB holders.
2.11 Securities underwriter: KGI Securities Co. Ltd
2.12 Certification of securities: The new shares will be issued by scripless book-entry
2.13 Venue information of stock entitlement registration:
Acer Shareholders' Service Department
7F-5, 369, Fuxing N. Rd., Songshan Dist., Taipei City, Taiwan
Phone: 886-2-27195000
2.14 Payments duration:
ŸPayment Period for Original Shareholders and Employees:
19 January, 2015 ~ 26 January, 2015
ŸPayment Period for Designated Individuals:
27 January, 2015 ~ 5 February, 2015
2.15 Payments collection institution:
Nanjing E. Rd. Branch of Taipei Fubon Commercial Bank and its all branches over Taiwan
2.16 Payments deposit institution of designated account:
Ren-ai Branch of Taiwan Cooperative Bank
2.17 Prospectus distribution plan:
The prospectus will be distributing to the competent authority for publicly display and in the Company by the directive, also submitting in electronic format to MOPS at http://mops.tse.com.tw.
2.18 Securities distribution:
The certificate evidencing payment for shares will be delivering only to subscriber's appointed securities account in advance once the raise capital has been completed. Within 30 days from the date on which the "Change Registration" to be approved by the Competent Authority, the new shares by scripless book-entry transfer shall be carried out and the aforesaid certificate evidencing payment for shares shall be replaced and wrote off. The relevant circulars, such as the listing date and the replacement date of which will be announced while be determined.
3. The BODs authorized the Chairman to set 11 January 2015 as the record date of cash capital increase. According to the relevant regulations, the certificate of entitlement registration will be suspended from 7 January to 11 January 2015. The entitlement registration shall be applied to the Company's Shareholders' Service Department in person by 17:00 of 6 January 2015, for the postal submissions case, the postmarked must be no later than the said date. For those who process the registration via TDCC, the Company will conduct the application accordingly.
4. Please consult the balance sheets and the statements of comprehensive income, change in equity and cash flow of the Company for the most recent three fiscal years which audited by the CPAs on MOPS at http://mops.tse.com.tw. The issuer and the CPAs shall be responsible for any misstatements of the financial reports.
5. It is hereby announced the relevant matters.