Last checked at 29 Dec 2014 07:00
26 December 2014
Acer Inc.
Announcement - Setting the Record Date of Subscription of Cash Injection
Subject: Supplementary Announce- New Shares Issuance of Capital Increase by Cash
Content:
1. Basis:
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 NTD10 per share via cash capital increase which was effective by R.O.C. Financial Supervisory Commission, Order No. Financial-Supervisory-Securities-Issue 1030039103, on 21 October 2014.
2. Closing Period:
i. Book closure date for the certificate of entitlement registration:
7 January 2015 to 11 January 2015
ii. Closing period for the conversion application of Second Domestic Unsecured Convertible Bonds and Overseas Unsecured Convertible Bonds:
16 December 2014 to 11 January 2015
3. Highlights:
i. Term: The first issuance for year 2014
ii. Original 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 NTD10 per share. The outstanding and registered shares are 2,796,567,828 shares for NTD27,965,678,280 at par value of NTD10 per share, of which 17,460,000 shares are reserved for RSA.
iii. Date to approve Acer's Articles of Incorporation and the most recent amendment one:
(1) The first approval date: 19 June 1979
(2) The most recent amendment date: 18 June 2014 for the 42nd amendment
iv. Framework of the cash capital increase:
To launch a monetary amount of NTD3,000,000,000 with 300,000,000 new shares at subscription price of NTD18 per share, of which:
(1) 30,000,000 shares, 10% of the share issuance from cash capital increase, to be reserved for public offer and
(2) 30,000,000 shares, 10% of the share issuance to be reserved for employee's preemptive subscription, and
(3) the remaining 240,000,000 shares, 80% of the share issuance, to be reserved for preemptive purchase of original shareholders.
The payment period for original shareholders and employees will be starting 19 January 2015 to 26 January 2015.
v. Allocation Information:
(1) Ratio of shares subscribed by existing shareholders:
ž the Subscription Ratio at 86 common shares for every 1000-share, and
ž the Subscription Price per share at NTD18
(2) The rights and obligations of issuing new common shares from the capital increase are identical to those of original outstanding shares.
(3) The Company's treasury stocks of 10,000,000 shares are incapable of taking part in issuance plan, thus, there are totally 2,786,567,828 common shares to participate in.
(4) Method of handling fractional shares:
Please contact Acer's Shareholders' Service Department for fractional shares combination within five (5) days from and including book closure date, otherwise the Chairman will be authorized to negotiate with designated individuals to sell shares at issuing price.
(5) The cash capital increase plan which approved by BODs held on 7 August 2014 is exempt from approval of AGM.
vi. Newly issued shares and the amount per share:
The paid-in capital will be NTD30,965,678,280 with3,096,567,828 existing shares in issue of NTD10 each.
vii. Record Date of Cash Capital Increase: 11 January 2015
Ex-Dividend Date: 5 January 2015
viii. The Cause of 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.
4. Information of Stock Entitlement Registration:
i. Last date before book closure: Until 17:00, 6 January 2015
ii. Venue: Acer Shareholders' Service Department at 7F-5, 369, Fuxing N. Rd., Songshan Dist., Taipei City, Taiwan (Phone: +886-2-27195000).
iii. According to the relevant regulations, the certificate of entitlement registration will be suspended from 7 January to 11 January 2015. The registration application shall be submitted to the Company's Shareholders' Service Department 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.
iv. Others: In case the employees and original shareholders do not subscribe sufficiently and adequately, except the combination of shares by some shareholders within five (5) days from and including book closure date, the Chairman is to be authorized to negotiate with designated individuals to sell shares at issuing price.
5. Any Other Matters Need to Be Specified:
The certificate evidencing payment for shares will be delivering only to subscriber's appointed security 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 listing date and the replacement date of which to be announced while being determined.
6. It is hereby announced the relevant matters.