TIDMACID TIDMACIA
RNS Number : 5546H
Acer Incorporated
04 August 2021
NO.1
Subject: Acer Board of Directors approved 2021 Q2 consolidated
results
Date of events:2021/08/04
Contents:
1.Date of the financial reports submitted to the board of
directors or approved by the board of directors:2021/08/04
2.Date of the financial reports approved by the audit
committee:2021/08/04
3.Start and end dates of financial reports of the reporting
period (XXXX/XX/XXXXXX/XX/XX): 2021/01/012021/06/30
4.Operating revenue accumulated from 1/1 to end of the period
(thousand NTD):$151,333,534
5.Gross profit (loss) from operations accumulated from 1/1 to
end of the period (thousand NTD):$17,900,174
6.Net operating income (loss) accumulated from 1/1 to end of the
period (thousand NTD):$6,785,219
7.Profit (loss) before tax accumulated from 1/1 to end of the
period (thousand NTD):$7,806,030
8.Profit (loss) accumulated from 1/1 to end of the period
(thousand NTD):$5,777,531
9.Profit (loss) during the period attributable to owners of
parent accumulated from 1/1 to end of the period (thousand
NTD):$5,639,509
10.Basic earnings (loss) per share accumulated from 1/1 to end
of the period (NTD):$1.88
11.Total assets end of the period (thousand
NTD):$196,023,016
12.Total liabilities end of the period (thousand
NTD):$134,017,307
13.Equity attributable to owners of parent end of the period
(thousand NTD):$59,923,940
14.Any other matters that need to be specified: None
NO.2
Subject: Explanation about the Company's shareholders
participating AHCI 's capital increase in cash
Date of events:2021/08/04
Contents:
1.Date of occurrence of the event:2021/08/04
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 Acer Healthcare Inc.
("AHCI") be listed and traded on Taiwan Stock Exchange or Taipei
Exchange, the Company decides to release part of the new shares
(3,167,675 shares) issued by AHCI's capital increase in cash to the
Company's shareholders.
6.Countermeasures: None
7.Any other matters that need to be specified:
Explanation about the Company's shareholders who are eligible to
subscribe the new shares issued by AHCI 's capital increase in
cash:
(1)The Company's subsidiary, Acer Healthcare Inc. (non-public,
hereinafter "AHCI"), will issue 5,000,000 common shares
(hereinafter "AHCI new common shares") by second capital increased
in cash in 2021. The AHCI new common shares will be issued at NT$16
per share, and it is expected to acquire NT$80 million to enrich
capital for AHCI's operation and business. Pursuant to the Article
267 of Company Act, 15% of the AHCI new common shares, i.e. 750,000
common shares, will be reserved for the employees; and the
remaining 85% of the AHCI new common shares, i.e. 4,250,000 common
shares, will be reserved for the original shareholders of AHCI
based on the list of shareholders roster on the dividend record
date. Since the Company has held 95.71% of the shares of AHCI, the
Company will be able to subscribe 4,067,675 common shares from the
AHCI new common shares.
(2)The Company waives subscription from the AHCI new common
shares that the Company may subscribed with 3,167,675 shares. The
shareholders who are recorded in the Company's shareholders
register on the latest book closure date (July 2, 2021) will be
qualified to purchase AHCI'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 0.001039
AHCI'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 AHCI's
common shares will be deemed to waive whose rights of
subscription.
(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 designated
individuals and accept whose application of purchase in accordance
with the conditions herein.
(5)In accordance with conditions herein, any shareholders who
have rights to subscribe more than 1,000 AHCI'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 AHCI'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.
(7)Planned agenda for the transaction is as follows:
a. The payment term is from August 23, 2021 to August 26,
2021.
b. The end date of the application for the combination of the
shares: August 26, 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):
August 26, 2021.
(8)After the AHCI has been completed its changing registration
for capital increase in cash, AHCI will notify the shareholder who
participates the subscription separately.
NO.3
Subject: Announced on behalf of Acer subsidiary, ENNL, that
acquires 100% shares of APX from AHN
Date of events:2021/08/04
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.):
Common shares of Asplex Sp. z o.o. ("APX")
2.Date of occurrence of the event:2021/08/04
3.Amount, unit price, and total monetary amount of the
transaction:
To acquire 100% APX shares by its net worth (equivalent EUR
1.5M)
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):
ENNL, AHN and APX are all indirect wholly-owned subsidiaries of
the Company
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): Not applicable
9.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract, and other
important terms and conditions: Not applicable
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: Board of Directors
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: APX: up to capital of EUR 1.5 million ; 100%
owned
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: 0.37%; Current ratio of long or short term securities
investment to shareholder's equity: 0.86%; Operating capital:
NTD(8,698,204)K
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal: To
adjust the investment structure
16.Any dissenting opinions of directors to the present
transaction: Not applicable
17.Whether the counterparty of the current transaction is a
related party: No
18.Date of the board of directors resolution:2021/08/04
19.Date of ratification by supervisors or approval by the Audit
Committee: 2021/08/04
20.Whether the CPA issued an unreasonable opinion regarding the
current transaction: Not applicable
21.Name of the CPA firm: Not applicable
22.Name of the CPA: Not applicable
23.Practice certificate number of the CPA: Not applicable
24.Whether the transaction involved in change of business model:
No
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: None
NO.4
Subject: On behalf of AIT to publicly disclose its demerger of
after-sales services business to ENIT
Date of events:2021/08/04
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off,
acquisition, or share transfer): Demerger
2.Date of occurrence of the event:2021/08/04
3.Names of companies participating in the merger and acquisition
(e.g., name of the other company participating in the merger or
consolidation, newly established company in a spin-off, acquired
company, or company whose shares are taken assignment of):
The company to be demerged: Acer Italy S.R.L. ("AIT")
The company to acquire the demerged business: Enfinitec Italy
S.R.L. ("ENIT")
4.Counterparty (e.g., name of the other company participating in
the merger or consolidation, company taking assignment of the
spin-off, or counterparty to the acquisition or assignment of
shares): The company to acquire the demerged business: ENIT
5.Whether the counterparty of the current transaction is a
related party: Yes
6.Relationship between the counterparty and the Company
(investee company in which the Company has re-invested and has
shareholding of XX%), and explanation of the reasons for the
decision to acquire, or take assignment of the shares of, an
affiliated enterprise or related person, and whether it will affect
shareholders' equity:
Relationship between the counterparty and the Company: AIT and
ENIT are both affiliates of Acer Inc. The purpose of this
transaction is for the adjustments of group organization and
investment structure. There's no impact on Acer's shareholders'
equity.
7.Purpose/objective of the merger and acquisition: To optimize
EMEA affiliates' relevant business.
8.Anticipated benefits of the merger and acquisition: To
optimize EMEA affiliates' relevant business.
9.Effect of the merger and acquisition on net worth per share
and earnings per share: There is no impact.
10.Merger closing procedure, including payment time and method
for consideration:
From the effective date, AIT may transfer its demerged business
to ENIT, and ENIT may issue share or fair consideration to Acer
Europe B. V. ("AHN"), the sole shareholder of both AIT and
ENIT.
11.Type of merger consideration and source of funds:
From the effective date, AIT may transfer its demerged business
to ENIT, and ENIT may issue share or fair consideration to Acer
Europe B. V. ("AHN"), the sole shareholder of both AIT and
ENIT.
12.Share exchange ratio and basis of its calculation: Not
applicable
13.Whether the CPA, lawyer or securities underwriter issued an
unreasonable opinion regarding the transaction: No
14.Name of the CPA, law or securities firm: Not applicable
15.Name of the CPA or lawyer: Not applicable
16.Practice certificate number of the CPA: Not applicable
17.Independent expert's report on the reasonableness of the
share exchange ratio and the cash or other assets paid to the
shareholders (1.The method, principles, or calculations adopted for
determination of the public tender offer price, and comparison with
the market-value method, cost method, and discounted cash flow
method commonly used internationally; 2.comparison of the financial
condition, profit status, and price-to-earnings ratio of the
subject company with those of TWSE or GTSM listed companies in the
same industry; 3.if a price appraisal report of an appraisal
organization is taken into account in the public tender offer
price, the opinion shall specify the content and conclusion of the
appraisal report; and 4.if assets or shares of the subject company,
or of the surviving company in the case of
a merger, are listed as collateral in the tender offeror's
financing repayment plan, the opinion shall disclose the
collateralization terms, and assessment of the impact on the
financial and operational soundness, of the subject company or of
the surviving company of the merger.): Not applicable
18.Scheduled timetable for consummation: It is planned to be
completed before Dec. 31st, 2021.
19.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company:
From the effective date, AIT may transfer the asset and
liabilities of its after-sales services business to ENIT accordance
with applicable laws, and ENIT may generally assume it.
20.Basic information of companies participating in the merger:
Not applicable.
21.Matters related to the spin-off (including estimated value of
the business and assets planned to be assigned to the existing
company or new company; the total number and the types and volumes
of the shares to be acquired by the split company or its
shareholders; matters related to the reduction, if any, in capital
of the split company) (note: not applicable other than where there
is announcement of a spin-off): ENIT will be assigned assets 100K
EUR and liabilities 500K EUR.
22.Conditions and restrictions on future transfers of shares
resulting from the merger and acquisition: Not applicable
23.Post merger plan (including 1.willingness to continue
operating the business of the company, and the content of plans to
that effect; 2.if any, dissolution of the company; its delisting
from an exchange (or OTC market); material changes in its
organization, capital, business plan, financial operations, or
production; or any other matter of material significance that would
affect the company's shareholder equity):
All after-sales services business shall be divided and merged
into and operated by ENIT. ENIT shall be concentrated on
after-sales services business and related business.
24.Other important stipulations: None
25.Other important matters concerning the merger and
acquisition: None
26.Whether the directors have any objection to the present
transaction: No
27.Information regarding directors with personal interest (name
of natural person director or name of legal person director and its
representative, material interest of the director or the legal
person represented by the director (including but not limited to
form of actual or expected investment in another company in the
merger, shareholding, transaction price, participation in the
subject company's business or otherwise, and other terms of
investment), reason for recusal or otherwise, details of recusal,
and reason for a resolution for or against the merger proposal):
None
28.Whether the transaction involved in change of business model:
No
29.Details on change of business model: Not applicable
30.Details on transactions with the counterparty for the past
year and the expected coming year: None
31.Source of funds: Not applicable
32.Any other matters that need to be specified: None
NO.5
Subject: On behalf of eDC to publicly disclose its division plan
of real estate management business to the newly established
company
Date of events:2021/08/04
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off,
acquisition, or share transfer): spin-off
2.Date of occurrence of the event:2021/08/04
3.Names of companies participating in the merger and acquisition
(e.g., name of the other company participating in the merger or
consolidation, newly established company in a spin-off, acquired
company, or company whose shares are taken assignment of):
Spin-off company: Acer e-Enabling Data Center Incorporated
("eDC")
The newly established company in the spin-off: Acer Asset
Management Incorporated ("AAM")
4.Counterparty (e.g., name of the other company participating in
the merger or consolidation, company taking assignment of the
spin-off, or counterparty to the acquisition or assignment of
shares):
The newly established company in the spin-off: AAM
5.Whether the counterparty of the current transaction is a
related party: Yes
6.Relationship between the counterparty and the Company
(investee company in which the Company has re-invested and has
shareholding of XX%), and explanation of the reasons for the
decision to acquire, or take assignment of the shares of, an
affiliated enterprise or related person, and whether it will affect
shareholders' equity:
eDC (the spin-off company) and AAM (the newly established
company) are all 100% owned subsidiaries of Acer Inc. ("AI"). The
purpose of this transaction is for group organization and
investment structure adjustment. There's no impact on AI's
shareholders' equity.
7.Purpose/objective of the merger and acquisition: To
continuously optimize affiliates' operation and integrate Acer
Group's resource.
8.Anticipated benefits of the merger and acquisition: To
continuously optimize affiliates' operation and integrate Acer
Group's resource.
9.Effect of the merger and acquisition on net worth per share
and earnings per share: There is no impact.
10.Merger closing procedure, including payment time and method
for consideration:
From the effective date, eDC may transfer its demerged business
to AAM, and AAM may issue its ordinary shares to AI, the sole
shareholder of eDC.
11.Type of merger consideration and source of funds:
From the effective date, eDC may transfer its demerged business
to AAM, and AAM may issue its ordinary shares to AI, the sole
shareholder of eDC.
12.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: The estimated business value of the
business to be spin-off from eDC is NT$1,077,189,000. AAM shall
issue 107,718,900 ordinary shares to AI, the sole shareholder of
eDC.
(2)Basis of calculation: The share exchange ratio is determined
based on the book value of the assets and liabilities of the
spin-off business in the eDC financial statements as of August 31
2021, taking into account the adjusted number of the change
occurring after August 31 2021 and before the scheduled spin-off
date, and based on the exchange ratio of net worth per share and
spin-off value.
13.Whether the CPA, lawyer or securities underwriter issued an
unreasonable opinion regarding the transaction: Yes
14.Name of the CPA, law or securities firm: Chung Sun Certified
Public Accountants
15.Name of the CPA or lawyer: Ming-Sheng Wang
16.Practice certificate number of the CPA:
Taipei Certified Public Accountant Association member
No.3235
Taiwan Provincial CPA Association member No.3709
17.Independent expert's report on the reasonableness of the
share exchange ratio and the cash or other assets paid to the
shareholders (1.The method, principles, or calculations adopted for
determination of the public tender offer price, and comparison with
the market-value method, cost method, and discounted cash flow
method commonly used internationally; 2.comparison of the financial
condition, profit status, and price-to-earnings ratio of the
subject company with those of TWSE or GTSM listed companies in the
same industry; 3.if a price appraisal report of an appraisal
organization is taken into account in the public tender offer
price, the opinion shall specify the content and conclusion of the
appraisal report; and 4.if assets or shares of the subject company,
or of the surviving company in the case of a merger, are listed as
collateral in the tender offeror's financing repayment plan, the
opinion shall disclose the collateralization terms, and assessment
of the impact on the financial and operational soundness, of the
subject company or of the surviving company of the merger.):
The evaluation for the division from independent expert: This
consideration of transfer based on cash deduction from book value
of the divided company's assets and liabilities is reasonable.
18.Scheduled timetable for consummation: Relevant information
will be publicly disclosed in an additional announcement.
19.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company:
(1)From the spin-off date, the transferred eDC assets,
liabilities and all rights and obligations effective on the
spin-off date shall be generally assumed by AAM pursuant to the
law.
(2)Unless the liabilities arising from the transferred business
may be separated from eDC's liabilities existing before the
spin-off, AAM shall, pursuant to Article 35 Paragraph 7 of the
Business Mergers and Acquisitions Act, within the scope of capital
contribution in exchange for the transferred business, be held
jointly and severally liable with eDC for eDC's liabilities
incurred prior to the spin-off. However, a creditor's right to
claim shall be extinguished if not exercised within 2 years after
the spin-off record date.
20.Basic information of companies participating in the merger:
Not applicable.
21.Matters related to the spin-off (including estimated value of
the business and assets planned to be assigned to the existing
company or new company; the total number and the types and volumes
of the shares to be acquired by the split company or its
shareholders; matters related to the reduction, if any, in capital
of the split company) (note: not applicable other than where there
is announcement of a spin-off):
(1)The estimated value of the business to be assigned to AAM:
NT$1,077,189K.
(2)The assets estimated to be assigned to AAM:
NT$1,078,603K.
(3)The total number and the types and volumes of the shares to
be acquired by the shareholder of the spin-off company: 107,718,900
ordinary shares
(4)Matters related to the reduction: eDC will reduce its capital
by NT$1,077,189K.
22.Conditions and restrictions on future transfers of shares
resulting from the merger and acquisition: Not applicable
23.Post merger plan (including 1.willingness to continue
operating the business of the company, and the content of plans to
that effect; 2.if any, dissolution of the company; its delisting
from an exchange (or OTC market); material changes in its
organization, capital, business plan, financial operations, or
production; or any other matter of material significance that would
affect the company's shareholder equity):
To continuously optimize affiliates' operation.
24.Other important stipulations: None
25.Other important matters concerning the merger and
acquisition: None
26.Whether the directors have any objection to the present
transaction: No
27.Information regarding directors with personal interest (name
of natural person director or name of legal person director and its
representative, material interest of the director or the legal
person represented by the director (including but not limited to
form of actual or expected investment in another company in the
merger, shareholding, transaction price, participation in the
subject company's business or otherwise, and other terms of
investment), reason for recusal or otherwise, details of recusal,
and reason for a resolution for or against the merger proposal):
None
28.Whether the transaction involved in change of business model:
No
29.Details on change of business model: Not applicable
30.Details on transactions with the counterparty for the past
year and the expected coming year: None
31.Source of funds: Not applicable
32.Any other matters that need to be specified: None
NO.6
ACER INCORPORATED
Minute of the 2021 General Shareholders' Meeting ("GSM")
The above document has been uploaded to MOPS, the regulatory
system of Taiwan Stock Exchange, and can be viewed at or downloaded
from the Acer Inc. website at
https://www.acer-group.com/ag/en/TW/content/shareholders-service
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