REG - Acer Incorporated Acer Inc. - ACIA - To announce the Company's information

AcerAnnouncement

12/07/2021 10:25

RNS Number : 9139E
  
Acer Incorporated
  
12 July 2021
  
 

NO.1
Subject: To announce the timeline of releasing HSNC Shares to Acer Shareholders for the Process of HSNC IPO Plan
Date of events:2021/07/12
Contents:
1.Date of occurrence of the event:2021/07/12
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 Highpoint Service Network Corporation ("HSNC"), the Company's subsidiary, be listed and traded on Taiwan Stock Exchange or Taipei Exchange, the Company will release 4,600,000 HSNC shares in accordance with the board resolution.
6.Counter measures:
None
7.Any other matters that need to be specified:
(1)To comply with IPO relevant regulations, to protect the rights and interest of the shareholder of the Company, and to balance the cost and expense of related process, according to the board resolution made on May 5, 2021, the Company will sell 4,600,000 HSNC's common shares to the Company's shareholder with the amount of NT$15 per share. Provided that if the shareholders of the Company waive the rights of subscription, or the aggregate amount of subscription is less than 4,600,000, the Chairman is authorized to designate specific persons for the purchase of the   common shares of HSNC at the same price aforementioned.
(2)The shareholders who are recorded in the Company's shareholders register on the book closure date (July 2, 2021) before the shares release process will be qualified to purchase HSNC'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 0.001509 HSNC'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 HSNC's common shares will be deemed to waive whose rights of purchase.
(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 specific persons and accept whose application of purchase in accordance with the conditions herein.
(5)In accordance with conditions herein, any shareholders who have rights to purchase more than 1,000 HSNC'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 HSNC'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 for payment related information.
(7)Planned agenda for the transaction is as follows:
a. The payment term is from July 23, 2021 to July 30, 2021.
b. The end date of the application for the combination of the shares is on July 30, 2021.
c. The end date of the application for the shareholders who own the Company's share after the book closure date (July 2, 2021) is on July 30, 2021.
(8)Since the HSNC's common shares will be transferred to the shareholders of the Company, HSNC will send the notice to the shareholders of the Company while performing the procedures of share transfer.
 
 
NO.2
Subject: On behalf of subsidiary AHI announce the application for redemption of USD Term Liquidity Fund (Supplementary Announcement of Dec. 30, 2020)
Date of events:2020/12/30
Contents:
1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.):USD Term Liquidity Fund
2.Date of occurrence of the event:2020/12/30
3.Amount, unit price, and total monetary amount of the transaction:
Number of units: 142,890.76 Unit price: USD 105.4695 
Total Amount: USD 15,070,617.01
4.Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):
Citibank Taiwan Limited(offshore banking unit); non-related party
5.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer: Not applicable
6.Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: Not applicable
7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party): Not applicable
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): The gain from this disposal is USD 70,617.01
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
According to the trust agreement and investment prospectus
10.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:
Subject to Article 5, section 2, paragraph (1) (c) of Acer "Procedures Governing Acquiring or Disposing of Assets"
11.Net worth per share of the Company's underlying securities acquired or disposed of: Not applicable
12.Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment:
Accumulated (this investment included) amount is USD 149,500,000; non-pledge
13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:
Current ratio of long or short term securities investment to the total assets: 11.09%; Current ratio of long or short term securities investment to the shareholder's equity:22.37%; operating capital: NTD(6,841,717)K
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal: To improve the efficiency of cash utilization and short-term Investment
16.Any dissenting opinions of directors to the present transaction: NA
17.Whether the counterparty of the current transaction is a related party: None
18.Date of the board of directors resolution: NA
19.Date of ratification by supervisors or approval by the Audit Committee: NA
20.Whether the CPA issued an unreasonable opinion regarding the current transaction: None
21.Name of the CPA firm: None
22.Name of the CPA: None
23.Practice certificate number of the CPA: None
24.Whether the transaction involved in change of business model: None
25.Details on change of business model: Not applicable
26.Details on transactions with the counterparty for the past year and the expected coming year: Not applicable
27.Source of funds: Not applicable
28.Any other matters that need to be specified: Supplementary Announcement of Dec. 30, 2020

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