Acer 2010 Annual Report Download - page 21

ACER INCORPORATED 2010 ANNUAL REPORT
38
CAPITAL AND SHARES
39
4.2 Corporate Bonds:
Corporate Bonds The 1st Overseas Unsecured
Convertible Bonds
The 2nd Overseas Unsecured
Convertible Bonds
Issuing Date August 10,2010 August 10,2010
Denomination US$100,000 US$100,000
Listing Expected to be on the Singapore Stock
Exchange
Expected to be on the Singapore Stock
Exchange
Issue Price US$100.0000 US$100.0000
Issue Size US$300,000,000 US$200,000,000
Coupon Rate 0% 0%
Maturity Date 5 years from the Issuing Date 7 years from the Issuing Date
Cuarantor None None
Trustee Citigroup International Limited Citigroup International Limited
Underwriters
Lead Underwriters:
J. P. Morgan Securities Ltd.
Citigroup Global Markets Limited
Local Lead Underwriter:
Grand Cathay Securities Corporation
Lead Underwriters:
J. P. Morgan Securities Ltd.
Citigroup Global Markets Limited
Local Lead Underwriter:
Grand Cathay Securities Corporation
Legal Counsel None None
Auditor Sonia Chang and Agnes Yang Sonia Chang and Agnes Yang
Repayment
Unless previously redeemed, repurchased
and cancelled or converted, the Bonds will be
redeemed by the Issuer on the Maturity Date
at the amount which represents for the holder
of the Bonds the par value of the Bonds plus
a gross yield of 0.43% per annum, calculated
on a semi-annual basis.The actual gross yield
shall be jointly determined by the Issuer and
the Lead Underwriters based on the market
conditions on the pricing date.
Unless previously redeemed, repurchased
and cancelled or converted, the Bonds will be
redeemed by the Issuer on the Maturity Date
at the amount which represents for the holder
of the Bonds the par value of the Bonds plus
a gross yield of 2.5% per annum, calculated
on a semi-annual basis.The actual gross yield
shall be jointly determined by the Issuer and
the Lead Underwriters based on the market
conditions on the pricing date.
Outstanding US$300,000,000 US$200,000,000
Corporate Bonds The 1st Overseas Unsecured
Convertible Bonds
The 2nd Overseas Unsecured
Convertible Bonds
Redemption or Early Repayment
Clause
A.The Issuer may early redeem the Bonds
in whole or in part at any time after 3
years following the Issuing Date at the
Bonds’applicable Early Redemption
Amount, if the Closing Price of the common
shares of Acer traded on TSE (using the
price after conversion of such price into
U.S. dollars at the then prevailing exchange
rate on the relevant dates) reaches 130% or
above of the applicable Early Redemption
Amount divided by the Conversion Ratio,
defined to be the principal amount of Bonds
divided by the Conversion Price at that
time (translated into U.S. dollars at a fixed
exchange rate determined on the pricing
date) for 20 consecutive trading days. The
actual date from which the Issuer may early
redeem the Bonds will be jointly determined
by the Issuer and the Lead Underwriters
based on the market conditions on the
pricing date.
B. The Issuer may redeem all outstanding
Bonds at the Bonds’ applicable Early
Redemption Amount, in the event that
more than 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
costs, the Issuer may redeem all Bondsat
the Bonds’ applicable Early Redemption
Amount. Bondholders may elect not to
have their bonds redeemed but with no
entitlement to any additional amounts or
reimbursement of additional tax.
A.The Issuer may early redeem the Bonds
in whole or in part at any time after 3
years following the Issuing Date at the
Bonds’applicable Early Redemption
Amount, if the Closing Price of the common
shares of Acer traded on TSE (using the
price after conversion of such price into
U.S. dollars at the then prevailing exchange
rate on the relevant dates) reaches 130% or
above of the applicable Early Redemption
Amount divided by the Conversion Ratio,
defined to be the principal amount of Bonds
divided by the Conversion Price at that
time (translated into U.S. dollars at a fixed
exchange rate determined on the pricing
date) for 20 consecutive trading days. The
actual date from which the Issuer may early
redeem the Bonds will be jointly determined
by the Issuer and the Lead Underwriters
based on the market conditions on the
pricing date.
B. The Issuer may redeem all outstanding
Bonds at the Bonds’ applicable Early
Redemption Amount, in the event that
more than 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
costs, the Issuer may redeem all Bondsat
the Bonds’ applicable Early Redemption
Amount. Bondholders may elect not to
have their bonds redeemed but with no
entitlement to any additional amounts or
reimbursement of additional tax
Covenants None None
Credit Rating None None
Other
rights of
Bondholders
Amount of
Converted or
Exchanged
Common
Shares,GDRs or
Other Securities
US$0 US$0
Conversion Right
In accordance with indicative Offering Plan for
an Issue of Overseas Unsecured Convertible
Bonds
In accordance with indicative Offering Plan for
an Issue of Overseas Unsecured Convertible
Bonds
Diluyion Effect and Other Adverse
Effects on Existing Shareholders
When all The 1st and 2nd Overseas Unsecured Convertible Bonds convert into common
shares, the maximum share dilution will be 6.14%. And this CB is issued at premium; therefore,
it will not be a material adverse effect on the shareholders equity.
Paying & Conversion Agent Citibank N.A. London Branch Citibank N.A. London Branch