Last checked at 7 Aug 2014 10:32
Subject: To Amend the 2013 Issuing Plan of New Common Shares for Capital Increase by Cash (Supplement to the Announcement dated 2013/12/04)
Date of events: 2014/08/07
Contents:
1. Date of the board of directors' resolution: 2014/08/07
2. Source of capital increase funds:
Issuance of New Common Shares for Capital Increase by Cash
3. Number of shares issued: Up to 300,000,000 shares
4. Par value per share: NT$ 10
5. Total monetary amount of the issue:
Depends on the issuance shares and the actual issuing price per share
6. Issue price:
To authorize the Chairman of the Board (the "Chairman") to negotiate with the lead underwriter in accordance with "Self-Disciplinary Rules for Securities Underwriters Assisting Issuing Company to Subscribe and Issue Marketable Securities" in respect of issuing price.
The issuing price of new common shares is tentatively set NT$ 20 per share, which is no less than 70% of the simple arithmetic mean of the share's closing price one, three, or five business days prior to the pricing date deducting any distribution of stock and cash dividends.
7. Number of shares subscribed by or allotted to employees:
10% of the share issuance from cash capital increase will be reserved for employee's preemptive subscription
8. Number of shares publicly sold:
10% will be reserved for public offer.
9. Ratio of shares subscribed by or allotted as stock dividends to existing shareholders:
80% of the share issuance 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.
10. Method of handling fractional shares and shares unsubscribed by the deadline:
The Chairman is to be authorized to negotiate with designated individuals to sell shares at issuing price.
11. Rights and obligations of the newly issued shares:
The rights and obligations of issuing new common shares from the capital increase are identical to those of original outstanding shares.
12. Utilization of the funds from the capital increase:
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.
13. Any other matters that need to be specified:
a. In order to face the ever-changing capital market and enhance efficiency in capital raisings, it's proposed approving to authorize the Chairman or the person designated by the Chairman with full power, based on the market condition, to decide the actual issuance amount, issuance schedule, terms and conditions, issued price, expected benefit, competent contracts and legal documents, and other relevant matters.
b. In addition, please authorize the Chairman or the person designated by the Chairman with full power 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, any change of Acer's policy, or any change due to the market or objective factors.