Last checked at 17 Mar 2022 09:18
Subject: Explanation about the Company's shareholders participating AGM's capital increase in cash (To adjust the transaction agenda)
Date of events: 2022/03/17
Contents:
1.Date of occurrence of the event:2022/03/17
2.Company name: Acer Inc.
3.Relationship to the Company (please enter "head office" or "subsidiaries"): head office
4.Reciprocal shareholding ratios: N.A.
5.Cause of occurrence:
For the process of having the shares of Acer Gaming Inc. ("AGM") be listed and traded on Taiwan Stock Exchange or Taipei Exchange, the Company decides to release part of the new shares (7,750,000 shares) issued by AGM's capital increase in cash to the Company's shareholders.
6.Countermeasures: None
7.Any other matters that need to be specified:
Explanation about the Company's shareholders who are eligible to subscribe the new shares issued by AGM's capital increase in cash:
(1)The Company's subsidiary, Acer Gaming Inc. (non-public, hereinafter "AGM"), will issue 15,000,000 common shares (hereinafter "AGM new common shares") by first capital increased in cash in 2022. The AGM new common shares will be issued at NT$18 per share, and it is expected to acquire NT$270 million to enrich capital for AGM's operation and business. Pursuant to the Article 267 of Company Act, 15% of the AGM new common shares, i.e. 2,250,000 common shares, will be reserved for the employees; and the remaining 85% of the AGM new common shares, i.e. 12,750,000 common shares, will be reserved for the original shareholders of AGM based on the list of shareholders roster on the dividend record date. Since the Company has held 100% of the shares of AGM, the Company will be able to subscribe 12,750,000 common shares from the AGM new common shares.
(2)The Company waives subscription from the AGM new common shares that the Company may subscribed with 7,750,000 shares. The shareholders who are recorded in the Company's shareholders register on the latest book closure date (April 12, 2022) will be qualified to purchase AGM's common shares with calculating the percentage of whose holding of the Company's common shares, and each share of the Company will be granted to purchase 0.00254277 AGM's common share (will be rounded down to the nearest whole number without any discretion).
(3)Shareholders may apply to the Company's stock affairs office for combination of their shares before the end of the payment date for the transaction. Shareholders not applying for combination within the period or whose combined shares are less than one AGM's common shares will be deemed to waive whose rights of subscription.
(4)Shareholders who own the Company's share after the book closure date, before the end of the payment date for the purchase, will be granted to apply for the purchase by submitting whose certificate of stock ownership to the Company's stock affairs office. The Company will deem the applicant as the designated individuals and accept whose application of purchase in accordance with the conditions herein.
(5)In accordance with conditions herein, any shareholders who have rights to subscribe more than 1,000 AGM's common shares, will be provided with the notice of the payment by an ordinary mail.
(6)As to the shareholder whose rights of purchase are less than 1,000 AGM's common shares, the Company will not provide any notice individually besides this announcement, such shareholders shall contact to the Company's stock affairs office directly.
(7)Planned agenda for the transaction is adjusted as follows:
a. The payment term is from April 18, 2022 to April 22, 2022.
b. The end date of the application for the combination of the shares: April 22, 2022.
c. The end date of the application for the shareholders who own the Company's share after the book closure date (April 12, 2022): April 22, 2022.
(8)After the AGM has been completed its changing registration for capital increase in cash, AGM will notify the shareholder who participates the subscription separately.