Today's Information |
Provided by: COASTER INTERNATIONAL CO., LTD. | |||||
SEQ_NO | 1 | Date of announcement | 2022/06/24 | Time of announcement | 15:58:40 |
Subject | Announcement of acquisition on behalf of the acquirers(acquisition period from 9:00am on June 27,2022 to 3:30pm on August 15,2022) | ||||
Date of events | 2022/06/23 | To which item it meets | paragraph 51 | ||
Statement | 1.Date of occurrence of the event:2022/06/23 2.Company name:COASTER INTERNATIONAL CO., LTD. 3.Relationship to the Company (please enter "head office" or "subsidiaries"):Head office 4.Reciprocal shareholding ratios:NA 5.Cause of occurrence: The extraordinary shareholders' meeting of Coaster International Co.,Ltd. (stock code: 2936; hereinafter referred to as "Coaster") resolved a decision to apply for the termination of listing of its securities on the Taiwan Stock Exchange on April 18, 2022, and the decision was approved by the Taiwan Stock Exchange as referenced in Tai-Zeng-Shang-II No.1111701422 dated May 20, 2022. 6.Countermeasures: Pursuant to Taiwan Stock Exchange Corporation Procedures for Applications by TWSE Listed Companies for the Delisting of Securities and the resolution adopted by Coaster's extraordinary shareholders' meeting on April 18, 2022, Coaster's director, namely Yeko LLC and Coaster's shareholder,namely Yeh Family Limited Partnership, LP (hereinafter collectively referred to as "acquirers") made a commitmentto acquire its shares after such shares are delisted. Please refer to the description for the details of such acquisition. The excerpt is as follows: I. Acquirers: Yeko LLC and Yeh Family Limited Partnership, LP II. Types of securities to be acquired: Coaster's ordinary shares III. Acquisition price: NT$40.56 per share in cash IV. Acquisition period: From 9:00 a.m. on June 27, 2022, to 3:30p.m. on August 15, 2022 (Taiwan time), that is, the period of 50 days from the date of termination of listing of Coaster's securities. V. The number of securities acquired: A total of 6,225,000 shares (i.e. Coaster's 76,055,696 outstanding ordinary shares, less Coaster's 45,150,000 ordinary shares held by the acquirers and Coaster's 24,680,696 ordinary shares held by the supporting shareholders who promised not to participate in the acquisition. There is no situation where securities available for sale exceed 6,225,000shares and the sellers cannot sell all the shares that should be sold). VI. The acquirers appointed KGI Securities Co., Ltd. (hereinafter referred to as "KGI Securities") to assist with the directors' commitment to acquisition at this time. VII. Matters to be noted 1.The sellers should have ownership of the shares available for sale, and such shares should not be subject to any preventive proceedings or enforcement procedures, such as pledge, provisional attachment, or provisional injunction, and there should be no other transfer restrictions.If such shares are subject to preventive proceedings or enforcement procedures,such as pledge, provisional attachment, or provisional injunction or other transfer restrictions, even if such shares have been transferred tothe directors' acquisition account (account number 99609999920) (hereinafter referred to as the "acquisition account"), such shares will be regarded that they have never been available for sale since the beginning and will not be counted into the number of shares that are available for sale. The shares purchased through financing should only be available for sale after the financing has been repaid, or they will not be accepted as shares available for sale.The directors' commitment to acquisition at this time only applies to the shares that have been deposited with Taiwan Depository & Clearing Corporation (hereinafter referred to as "TDCC") while not applying to the physical stock certificates. If the sellers hold Coaster's physical stock certificates, they should bring such certificates and their authorized seals to Coaster's stockaffairs agency during the period of the directors' commitment toacquisition to deposit said certificates into each seller's centralsecurities depository account before undergoing the procedures to putthe shares for sale. 2.The method, time, procedure, and matters to be noted when the sellers apply to participate in the sale, delivery, and deposit of securities (I)If the sellers have delivered their Coaster's shares to TDCC, they may apply to their securities firms or custodian banks to participate in the sale, delivery, and deposit of securities in one of the methods below. The time for accepting applications, application procedures, and relevant matters to be noted for each method are as follows: 1 Application over the counter: (1)The time for accepting applications for the sale is from 9:00 a.m. to 3:30 p.m. (Taiwan time) on each business day during the period of the directors' commitment to acquisition. (2)The sellers should take their securities passbooks and the authorized seals to the premises of their securities firms or custodian banks to go through the application procedures (the sellers should fill in form 360 "Acquisition and Delivery and Deposit/Cancellation of Transfer Application", check "Acquisition and Delivery and Deposit", and check "Director's Commitment to Acquisition" in the summary column) (If a seller has an account without a passbook, the passbook is not required, but the authorized seal should still be required for application). 2.Application by phone (1)Currently, not all securities firms or custodian banks provide services for application by phone due to relevant system settingsor know-your-customer regulations and restrictions. If a sellerintends to adopt this method, they should contact their securities firm or custodian bank to see if this service is available. (2)For securities firms or custodian banks that provide services for application by phone, the time for accepting such applications isfrom 9:00 a.m. to 3:30 p.m. (Taiwan time) on each business dayduring the period of the directors' commitment to acquisition. (3)The sellers should call the premises of their securities firms or custodian banks to go through the application procedures. 3.Application by electronic means (via the Internet): (1)Currently, not all securities firms or custodian banks provide services for application by electronic means (via the Internet) due to relevant system settings and other factors. If a seller intends to adopt this method, they should contact their securities firm or the custodian bank to see if this service . is availableIf yes, please check the time for accepting such , applicationswhich may vary as each securities firm or custodian bank'srespective computer system provides electronic (online) services at different times. (2)If a securities firm or custodian bank provides services for application by electronic means (via the Internet), the time for accepting such applications should be the time of accepting applications by electronic means (via the Internet) by the computer system of the securities firm or the custodian bank during the period of the directors' commitment to acquisition. However, the securities firm or the custodian bank's computer system should only accept applications submitted no laterthan 3:30 p.m.(Taiwan time) on the end date of the acquisition period. (3)The sellers should sign the "Customer's Contract for Opening a Securities Depository Account" with their securities firms or custodian banks that provide services for application by electronic means (via the Internet), and the contract should stipulatethat only the customer who can apply for relevant book entry services by electronic means within the scope as approved by laws and regulations, may apply for the sale by electronicmeans (via the Internet). (II)The sellers who apply for participation in the sale over the counter by phone, or by electronic means (via the Internet) should comply with the regulations that "one person should apply for participation in the sale with only one TDCC account", and the sellers shouldcontact their securities firms or custodian banks to confirm whether the application for participation in the sale and the deposit of securities are successful,to avoid affecting their rights to sell the shares. VIII. Subsequent handling methods of the acquisition upon the end of the acquisition period 1.The method in which the acquirers' consideration for the acquisition is handled The consideration for the acquisition is NT$40.56 per share in cash. On June 14, 111, acquirers wired the expected maximum acquisition amount to the bank account designated by the stock brokerage agency appointed by acquirers.After the end date of the directors' commitment to acquisition, when the acquirers or the financial institutions issuing escrow documents have completed the obligation to send payments as scheduled, the payments received for the directors' commitment to acquisition will be paid by KGI Securities appointed by the acquirers to the sellers' bank accounts, which are provided by the acquirers to the TDCC, through bank transfer first no later than the 12th business day (including the 12th business day) (Note 1) after the end date of the director's commitment to acquisition. If a seller's bank account number is incorrect or the remittance cannot be completed due to other reasons such a payment in the form of a check (crossed and nonnegotiable check)will be sent by registered mail (after the postage of NT$28 is deducted)to the seller's address provided by the TDCC or the seller.The transfer/check amount is calculated by deducting the seller's securities transaction tax, transfer fee/postage, TDCC/securities firm's processing fee, and other relevant fees payable according to law and rounded down to an integer (i.e. NTD). Note 1: In the event of a force majeure event, such as a natural disasteror an abnormality in the bank transfer system, KGI Securities may execute the transfer after such a force majeure event has beeneliminated. 2.The method in which the sellers' securities settlement is handled After the end date of the directors' commitment to acquisition, when the acquirers or the financial institutions issuing escrow documents have completed the obligation to send payments as scheduled; KGI Securities has assisted in sending the consideration forthe acquisition to the sellers and submitting the supporting documents regarding payment for the securities transaction tax to the TDCC; and the shares for sale have been transferred to the acquisition account, the TDCC will transfer the payments from the acquisition account to each acquirer's central securities depository account or general securities depository account no later than the 16th business day (including the 16th business day) after the end of the directors' commitment to acquisition period (Note 2). Note 2: In the event of a force majeure event, such as a natural disaster or an abnormality in the bank transfer system or the TDCC's operating procedures, TDCC may execute the transfer after such a force majeure event has been eliminated. IX. Before deciding whether to apply for the sale, the sellers should read the content of the description of the directors' commitment to acquisition carefully to fully understand the risks to the sale. When the sellers apply for the sale, it is regarded that they agree that the TDCC and acquirers provide KGI Securities with their name, address, national ID card number or GUI number, and other shareholders' information to notify them of matters related to the directors' commitment to acquisition. X.Website of the description of the directors' commitment to acquisition: https://www.kgi.com.tw.(i.e. the website of KGI Securities Co.,Ltd. appointed by the acquirers) or Coaster's official website: http://www.coasterinternational.com. If shareholders have any questions about the content of the description of the acquisition, please call the contact points below: 1.Issuer Coaster International Co., Ltd (04)2249-0777 2.Agency appointed by the acquirers (relevant stock affairs operations during the period of the directors' commitment to acquisition) KGI Securities Co.,Ltd.: (02) 2389-2999 3.Stock affairs agency (other stock affairs operations) CTBC Bank Agent: (02)6636-5566 7.Any other matters that need to be specified: The aforementioned English translation is for reference only, please refer the Chinese announcement of the Company |
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Coaster International Co. Ltd. published this content on 24 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2022 08:15:09 UTC.