1.Date of occurrence of the event:2014/12/19
2.Company name:Epistar Corporation
3.Relationship to the Company (please enter ”head office” or
”subsidiaries”):head office
4.Reciprocal shareholding ratios:NA
5.Name of the reporting media:NA
6.Content of the report:NA
7.Cause of occurrence:
The closing of the share swap transaction between the Company and Forepi
(“Share Swap”) will take place on 30 December 2014 (“Share Swap Record
Date”). This Announcement is made to inform the holders of the Forepi 4th
Convertible Bonds (“Bondholders”) that Forepi 4th CBs may be directly
converted into the shares in the common stock of the Company(the “Company
Common Shares”) at each Bondholder’s election after the Share Swap Record
Date.
8.Countermeasures:
1. The Company and Forepi entered into the Share Swap Agreement (“SSA”)
on 30 June 2013, and the Share Swap Record Date determined by the
parties to the SSA is 30 December 2014. The Share Swap and the SSA
have been sanctioned by special resolutions of the respective
shareholders of the Company and Forepi passed on 1 September 2014 and
approved by the relevant authorities. Upon the consummation of the
Share Swap, Forepi would become a wholly-owned subsidiary of the
Company.
2. Forepi 4th CBs will cease to be listed on the Gre-Tai Securities Market
on the Share Swap Record Date for the reason that the shares in the
common stock of Forepi (“Forepi Common Shares”) will cease to be
listed on the Taiwan Stock Exchange. In consideration of the respective
rights and interests of the shareholders of the Company and Forepi and
the Bondholders, Article 16.2 of the SSA provides that, except for those
which have been repurchased or converted into Forepi Common Shares, the
Bondholders may, upon the approval of the relevant authorities, elect
to convert Forepi 4th CBs into the Company Common Shares in accordance
with the applicable laws, the Terms and Conditions of Forepi 4th CBs
(the “Terms”) and the swap ratio as provided in the SSA(the “Swap
Ratio”) after the Share Swap Record Date.
3. The conversion procedure of Forepi 4th CBs and the relevant time
period are stated as below:
(1) During the period from 18 December 2014 to 30 December 2014,
according to the rules of the Gre-Tai Securities Market and the
Terms, the conversion right of the Bondholders will be suspended,
but Forepi 4th CBs can still be traded in the Gre-Tai Securities
Market until 23 December 2014.
(2) On and after 31 December 2014 until 10 days before the maturity
date of Forepi 4th CBs (i.e., 21 July 2017), except the Closed
Periods as defined below, the Bondholders mayat any time exercise
the conversion right attaching to Forepi 4th CBs and elect to
convert Forepi 4th CBs into the Company Common Shares at the
conversion price as determined in accordance with the Terms and
in the Swap Ratio (i.e., every 3.603 Forepi Common Share to be
swapped with 1 Company Common Share). Currently, the conversion
price for each Forepi Common Share is NTD 20.6, and, by applying
the Swap Ratio 3.603, the conversion price for each Company Common
Share is NTD74.2. As such, each Forepi 4th CB with a par value of
NTD 100,000would be converted into 1,347 Company Common Shares.
In the event of any adjustment to the conversion price for each
Forepi Common Share pursuant to the Terms, the Company will make
another announcement of such adjustment.
The Closed Periods include the following:
a. the period during which the Bondholders register is closed;
b. the period during which the shareholders register of the Company
is closed;
c. in the event of bonus issue, cash dividends distribution or rights
issue by the Company, the period from the 15th trading day prior
to the close of the shareholders register of the Company till the
record date for determination of shareholders entitled to such
issue or distribution;
d. in the event of capital reduction by the Company, the period from
the record date for the capital reduction till the date
immediately prior to the first trading day of the replaced shares
due to capital reduction; and e. in the event of a merger or a
spin-off of the Company, the period from the 3rd trading day
prior to the date of announcement of the record date for the
merger or the spin-off till such record date.
The procedure for converting Forepi 4th CBs into Company Common
Shares is as follows, and any change to it will be further announced:
i. To exercise the conversion right attaching to Forepi 4th CBs, a
Bondholder must submit to Taiwan Depository and Clearing
Corporation (“TDCC”), via the securities company trading said
Forepi 4th CBs, a duly completed and executed “Form of Consent
to Conversion” and “Form of Convertible Bonds Conversion/
Redemption/Repurchase Application”(specify: “Conversion”),
together with other required documents.
ii. a Bondholder must submit to the company share registrar,
Honrizon Security,…a duly completed and executed “Form of
Concent to Conversion” within two business days after
submitting the form to the securities company trading said
Forepi 4th CBs. in accordance with the preceding paragraph.
failure to submit any of the required documents in compliance
with these paragraphs i & ii may result in rejection of the
conversion application.
The“ Form of Consent to Conversion” can be downloaded or
obtained on the respective official websites of Forepi
(http://www.forepi.com.tw, under the session of “Investor
Relation”), the Company (http://www.epistar.com.tw, under the
session of Investor Relations/Shareholder Services) and the
Company Share Registrar, Horizon Security
(http://www.honsec.com.tw).
iii. Such Forms and documents would be passed on to the share
registrar of the Company (“Company Share Registrar“) by TDCC.
The conversion of Forepi 4th CBs would become effective upon
the receipt of such Forms and documents by the Company Share
Registrar and may not be withdrawn since that. The newly issued
Company Common Shares upon the conversion would be delivered
within 5 trading days to the Bondholder exercising the
conversion right by book entry transfer.
iv. For the avoidance of doubt, any Bondholder who is not desirous
to convert the Forepi 4th CBs it held into the Company Common
Shares may still exercise its rights pursuant to the Terms.
4. Transfer of Forepi 4th CBs
Forepi 4th CBs will cease to be listed on the Gre-Tai Securities Market
as of 30 December 2014. Any Bondholder desirous to be registered in the
Bondholders register may at any time except during any of the Closed
Periods submit to TDCC, via the securities company trading said
Forepi 4th CBs, a duly completed and executed CB transfer form,
together with the original copy of the relevant tax return filed with
the tax authority and any other required documents.
5. Should there is any question about the above, please contact the
Company Share Registrar, Horizon Security Corporation, Stock Service
Department.
Address: 3F., No.236, Sec. 4, Xinyi Rd., Da’an Dist., Taipei City 106,
Taiwan (R.O.C.)
Phone: 886-2-2326-8818
Fax: 886-2-2701-9356
9.Any other matters that need to be specified:None