1.Date of occurrence of the event:2015/03/31
2.Company name:TPK Holding Co., Ltd.
3.Relationship to the Company (please enter "head office" or
"subsidiaries"):head office
4.Reciprocal shareholding ratios:NA
5.Name of the reporting media:announcement on the pricing
of the Third Unsecured Overseas Convertible Bonds
Issuance ("Bonds")
6.Content of the report:NA
7.Cause of occurrence:NA
8.Countermeasures:NA
9.Any other matters that need to be specified:
Pursuant to the letters (Jin-Kuan-Tseng-Fa-10300519131
and Jin-Kuan-Tseng-Fa-1040008497), issued by the
Financial Supervisory Commission on 2014/12/31 and
2015/3/19
I. Total amount of Convertible Bonds issued, face value,
issue price and issue date:
(1) Total amount of the issue: US$250,000,000 (including
the full exercise of the US$100,000,000 over-allotment
option)
(2) Face value: In US$250,000 denominations or in any
integral multiples thereof
(3) Issue price: 100% of face value
(4) Issue date: 2015/4/8
II. Issue coupon/interest rate: 0%
III. Redemption and term of maturity:
Unless previously redeemed, repurchased and cancelled,
or converted, the Bonds will be redeemed by the Issuer on
the Maturity Date at an amount equal to 107.76% of the
principal amount of the Bonds with repayment made in
US dollars. Maturity Date is 2020/4/8.
IV. Conversion and other important matters:
(1) Issuer: TPK Holding Co., Ltd. ("TPK", "the
Issuer" or "the Company")
(2) Use of Proceeds
Procurement of raw materials overseas
(3) The Offering
The Bonds will be issued and offered outside of the Republic
of China ("ROC") pursuant to laws and regulations of the
jurisdictions where the Bonds are to be sold and to
international market practice. All of the Bonds are to be
offered publicly.
(4) Form, Denomination and Issue Price
The Bonds are unsubordinated and unsecured convertible
bonds in registered form. The Bonds will be issued at 100%
of par value in denominations of US$250,000 or in any
integral multiples thereof.
(5) Issue Date: 2015/4/8
(6) Maturity Date: 2020/4/8
(7) Listing: The Luxembourg Stock Exchange.
(8) Coupon Rate:
The coupon interest is 0% per annum. Issuer will not pay
interest to the holders of the Bonds (the "Bondholders").
(9) Redemption on the Maturity Date:
Unless previously redeemed, repurchased and cancelled or
converted, the Bonds will be redeemed in US dollar by the
Issuer on the Maturity Date at an amount equal to 107.76 %
of their principal amount.
(10) Repurchase at the Option of the Bondholders
(a)Each Bondholder shall have the right to require the Issuer
to early redeem the Bonds, in whole or in part, on the third
anniversary of the Issue Date at the amount which represents
for the holder of the Bonds at an amount equal to 104.59 %
of the principal amount of the Bonds.
(b)In the event that the common shares of TPK cease to be
listed on the Taiwan Stock Exchange ("TWSE"), or suspended
from trading on the TWSE for a period of 30 or more
consecutive trading days, each Bondholder shall have the right
to require the Issuer to redeem the Bonds, in whole or in part,
at an amount equal to the principal amount of the Bonds plus a
gross yield of 1.5% per annum, calculated on a semi-annual
basis("Early Redemption Amount").
(c)In the event that a Change of Control as defined in the
Indenture of the Bonds occurs to the Issuer, the Bondholders
shall have the right to require the Issuer to redeem the Bonds,
in whole or in part, at the applicable Early Redemption Amount.
(d)The Bondholder shall exercise the redemption right and the
Issuer shall handle such redemption in accordance with the
procedure provided in the Indenture. The payment will be made
by the Issuer in cash on the payment date designated by the
Issuer pursuant to the Indenture.
(11)Early Redemption at the Option of the Issuer
The issuer may redeem the Bonds in accordance with the
following conditions:
(a)The Issuer has the option to call (in whole but not in part) at
the Early Redemption Amount, anytime after three years from
the Issue Date and prior to the Maturity Date, if the closing
price of the Common Shares on the TWSE, translated into US
dollars at the then prevailing exchange rate, for a period of 20
trading days out of 30 consecutive trading days (in the event of
ex-rights or ex-dividends, the closing price on each applicable
trading days during the period from the ex-rights or ex-dividends
trading day to the ex-rights or ex-dividends record date should be
adjusted to the price taking into account of impact of the ex-rights
or ex-dividends) is at least 130% of the Early Redemption
Amount divided by the Conversion Ratio on such trading day,
defined to be the principal amount of Bonds divided by the
Conversion Price at that time (translated into US dollars at the
Fixed Exchange Rate as determined on the pricing date).
(b)The Issuer may redeem the outstanding Bonds, in whole but
not in part, at the applicable Early Redemption Amount in the
event that more than 90% of the Bonds have been redeemed,
repurchased and cancelled, or converted.
(c)The Issuer may redeem the outstanding Bonds, in whole but
not in part, at the applicable Early Redemption Amount in the
event of changes in the ROC or Cayman Islands taxation, which
results in increase of tax obligation or the necessity to pay
additional interest expense or increase of additional costs to the
Issuer. Bondholders may elect not to have their bonds redeemed
but with no entitlement to any additional amounts or
reimbursement of additional tax.
(12)Conversion
(a) Converted Securities:
Each Bondholder will have the right to convert the Bonds into
the newly-issued common shares ("Common Shares") of
TPK during the Conversion Period (as defined below) at the
then prevailing Conversion Price (the "Conversion Right").
(b) Conversion Procedure:
The converting Bondholders shall, in accordance with the
Indenture, deposit with Conversion Agent outside the ROC a
notice of conversion pursuant to the provisions of Indenture
together with the relevant documents or certificates as may be
required by the law of the ROC or the Cayman Islands and request
the Issuer to convert the Bonds into Common Shares through the
Conversion Agent.
In accordance with current laws and regulations of the ROC, the
Issuer shall issue the Common Shares to the Bondholders who
exercise their Conversion Rights through the book-entry system
of Taiwan Depositary & Clearing Corporation ("TDCC")
within five business day after receipt of the conversion notice.
If the converting Bondholder does not open a qualified account
with TDCC, the Issuer will deliver the Common Shares to such
converting Bondholder through book-entry system of TDCC
after such account is opened. In case any amendments are made
to the aforesaid laws and regulations, the conversion shall be
made in accordance with the then prevailing laws and regulations.
The business day referred in the preceding paragraph shall mean
the trading day of TWSE.
(c)Conversion Period:
Unless previously redeemed, converted, repurchased or cancelled
and except during the Closed Period (as defined below), the
Bonds may be converted at any time starting from 41st day after
the Issue Date to 10 days prior to the Maturity Date into
Common Shares (the "Conversion Period"). Under current
ROC laws and regulations, the Closed Period is defined as below:
(i)The period during which under the laws of the ROC the Issuer
has to close its shareholders' register, which period currently
includes 60 days prior to the date of the annual general
shareholders' meeting, 30 days prior to a special shareholders'
meeting, or 5 days prior to the record date for distribution of
dividends, bonus or other benefits.
(ii)In the event of free distribution of shares, distribution of cash
divided or rights issues, the period from 15 trading days prior to
the record date for determination of shareholders entitled to
receive dividends, subscription of new shares or other benefits to
the record date for the distribution or allocation of the relevant
dividends, rights and benefits.
(iii)In the event of capital decrease of the Company, 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.
(iv)Other period in which the shareholder roster of the Company
is closed pursuant to the ROC laws, Cayman Islands laws, and
TWSE regulations.
If there is any change in the future respect to the relevant laws
and regulations on closed period, the then current laws and
regulations shall apply.
(d)Conversion Price:
The Conversion Price will be NT$240.37 per share.
(USD:NTD=1:31.29)
(e)Number of Common Shares to be Delivered:
Based upon the issue amount of US$250,000,000 and the Conversion
Price of NT$240.37 per share, the number of Conversion shares
should be about 32,543,578 shares.
(f) Adjustment of the Conversion Price:
After the issuance of the Bonds, except for issuance of Common
Shares pursuant to any warrants or convertible securities or
employee bonus, upon the occurrence of any event which will cause
the outstanding shares (including the shares issued by way of private
placement) of the Issuer to increase (including but not limited to:
rights issue, recapitalization of retained earnings or capital surplus,
stock splits, issuing shares in exchange for shares of other company,
issuing shares as consideration for a merger, and rights issue for
sponsoring issue of overseas depositary receipts), and the subscription
or the issue price of new shares is lower than the Market Value per
share (as defined in the Indenture), the Conversion Price shall be
adjusted downward, not upward, in accordance with the Indenture.
The calculation of the Conversion Price shall be made to the nearest
cent of a dollar.
(g)Dividends:
Bondholders do not have the right to receive stock or cash dividends
prior to conversion. After exercising the conversion right, the converting
Bondholders who hold Common Shares after the conversion may enjoy
the same rights to receive dividend distribution as those available to the
holders of Common Shares.
(h)Qualification of Bondholders to Exercise Conversion Rights
In accordance with current laws and regulations of the ROC, PRC
persons are not permitted to convert the Bonds or to register as the
Company's shareholders unless it is a qualified domestic institutional
investor (QDII) within the investment limit prescribed by the relevant
regulatory authorities. In case any amendments are made to the aforesaid
laws and regulations, the conversion shall be made in accordance with the
then prevailing laws and regulations.
(13)Cancellations:
The Bonds which are repurchased (including the repurchase by the Issuer
from secondary market), redeemed, repaid, converted, or put by the
Bondholders will be cancelled and will not be re-issued.
(14)Selling Restrictions:
The Bonds cannot be directly offered, sold, or delivered within the
territories of the ROC.
(15)Underwriting Syndicate and Other Advisors:
International Lead Underwriter(s): J.P. Morgan Securities plc, Barclays
Bank PLC、The HongKong and Shanghai Banking Corporation Limited
Local Lead Underwriter: Yuanta Securities
Trustee: Citicorp International Limited
Paying & Conversion Agent: Citibank, N.A., London Branch
V. Place of offering and transaction: The Luxembourg Stock Exchange
VI. If a portion thereof shall be subscribed to by specific person(s), the
purpose for the subscription of the Bonds by the specific person(s), the
total number of certificates to be subscribed to by the specific person(s),
the total dollar amount thereof, and the relationship between the specific
person(s) and the issuer: N/A.
VII. Fund utilization plan, and a statement of the expected benefits:
For procurement of raw materials overseas
VIII. Impact to Shareholders:
The maximum dilution effect to the original shareholders of this
concurrent offerings of the global depositary receipts and the
US$250,000,000 convertible bonds on April 8, 2015 will be around
13.69% (i.e., the maximum dilution effect around 8.48% from the
convertible bonds, if fully converted based on the conversion price,
and the maximum dilution effect around 5.21% from the global
depositary receipts).
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