晶元光電 2011/01/19
Epistar Corporation Indicative Offering Plan for an Issue of the 3rd Overseas Unsecured Euro-Convertible Bonds
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1.Date of occurrence of the event:2011/01/18 2.Company name:Epistar Corporation 3.Relationship to the Company (please enter ”head office” or ”affiliate company”):head office 4.Reciprocal shareholding ratios:N/A 5.Cause of occurrence:None 6.Countermeasures:None 7.Any other matters that need to be specified: (1) Issue Size: US$280,000,000 Issue Price: 100% of par value Denomination: US$100,000 or in any integral multiples Expected Issue Date: 2011/01/27 (2) Coupon Interest: 0% per annum (3) Redemption on the Maturity Date:Unless previously redeemed, repurchased and cancelled or converted, the Bonds will be redeemed at 100% of principal amount on the Maturity Date. Maturity Date: 2016/01/27 (4) Conversion: A. Conversion Period: Except for previously redeemed or repurchased of the Bonds or during the Closed Period (as defined below), the bondholders shall have the right to request the Issuer to convert the Bonds into Epistar's Common Shares pursuant to relevant laws and regulations and the Indenture at any time no earlier than 30 days after the issuance of the Bonds to the date falling 30 days prior to the Maturity Date. The aforementioned Closed Period shall mean (a)The period within sixty (60) days prior to the ordinary shareholders meeting, thirty (30) days prior to the special shareholders meeting, and five (5) days prior to the record date for distribution of dividends, bonus or other benefits. (b)The period beginning on the 15th Trading Day (as defined below) prior to the 5th day before the record date for the distribution of stock or cash dividends or subscription of new shares to the date ending on (and including) such record date. (c)In the event of capital decrease of Epistar, the period starts from the record date for capital decrease to one (1) day prior to the trading day of the shares reissued after the capital decrease. (d)Other period in which the shareholder roster of Epistar is closed pursuant to the ROC laws and regulations. B. Conversion Price: NTD 132.60 per common share of Epistar Corporation (Fixed Exchange rate: USD/NTD=29.0240) C. Redemption at the Option of the Bondholders: Other than the following events, the bondholders cannot require the Issuer to redeem, in whole or in part the Bonds, before the Maturity Date: (a)each bondholder shall have the right to require the Issuer to early redeem the Bonds, in whole or in part, 3 years following the Issue Date at 100% of the principal amount. (b)In the event that the Issuer’s common shares cease to be listed on the TWSE. ((c)Upon the occurrence of a Change of Control as defined in the Indenture. D. Redemption at the Option of the Issuer: (a)The Issuer may early redeem the Bonds in whole or in part at any time after 3 years following the Issue Date at100% of the principal amount, if the Closing Price (translated into U.S. dollars at the prevailing exchange rate) of the common shares of Epistar for a period of 20 out of 30 consecutive trading days is at least 130% of the Conversion Price (translated into U.S. dollars at the Fixed Exchange Rate). (b)The Issuer may redeem all outstanding Bonds at 100% of the principal amount, in the event that at least 90% of the Bonds have been redeemed, repurchased and cancelled or converted. (c)If as a result of changes to the relevant tax laws and regulations in the ROC, the Issuer becomes obligated to pay any additional amounts, the Issuer may redeem all Bonds at 100% of the principal amount. (5)This Bonds are sold and issued outside of Taiwan and list on SGX. (6)Subscription by Designated Persons:None. (7) Capital Usage Plan and Benefits: (a)Acquiring equipment and machinery to increase the capacity. (b)Repayment of existing USD debt to save interest expense. (8)Impact to Shareholders: When all the Bonds convert into common shares this year, the share dilution will be around 6.74%. It will not be a material adverse effect on the shareholders equity. (9)Underwriting Syndicate: Lead Underwriter:Barclays Bank PLC Domestic Financial Advisor:Horizon Securities Corp. Trustee:The Bank of New York Mellon Paying & Conversion Agent:The Bank of New York Mellon |