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FIH Mobile Limited — Capital/Financing Update 2012
Sep 26, 2012
50355_rns_2012-09-26_6a8c650f-1b8c-4834-b12c-b0df89c0edc2.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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**Foxconn International Holdings Limited *** 富士康國際控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2038)
ACQUISITION OF FURTHER SHARES IN A SUBSIDIARY
Reference is made to the announcements of the Company dated 12 May 2005, 4 August 2005 and 15 December 2005.
On 26 September 2012, Transworld entered into the Agreement to acquire a total of 13,816,000 shares in CMCS held by the Shareholders (representing a total of 9.21% of the entire issued share capital of CMCS as at 26 September 2012) at a total consideration of NTD327,342,488 (equivalent to approximately US$10,933,239**).
Reference is made to the announcements of Foxconn International Holdings Limited (the “Company”) dated 12 May 2005, 4 August 2005 and 15 December 2005.
On 26 September 2012, Transworld Holdings Limited (an indirect wholly-owned subsidiary of the Company) (“Transworld”) as purchaser entered into a share transfer agreement (the “Agreement”) to acquire a total of 13,816,000 shares in Chi Mei Communication Systems, Inc. (“CMCS”) held by three corporate shareholders of CMCS (namely 奇美實業股份有限公司 holding 7,315,000 shares, 泰奇投資股份有限公司 holding 3,303,000 shares and 聯奇開發股份有限公司 holding 3,198,000 shares) as vendors (the “Shareholders”) (representing a total of 9.21% of the entire issued share capital of CMCS as at 26 September 2012) at a total consideration of NTD327,342,488 (equivalent to approximately US$10,933,239**) (the “Consideration”) representing approximately NTD23.693 (equivalent to approximately US$0.791**) per share (the “Share Acquisition”).
To the best of the knowledge, information and belief of the Company, each of the Shareholders is independent of the Company and none of them constitutes a connected person of the Company within the meaning of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
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The Consideration has been determined after arm’s length negotiations with reference to the appraisal report on CMCS’ share value issued by Hua Sheng Enterprise Development & Appraisement & Advise Co., Ltd. (a qualified valuer licensed and practising in Taiwan). According to the Agreement, the Consideration will be payable in cash within 5 days from the date of the Agreement, and the completion of the Share Acquisition will take place within 2 days from the date of payment of the Consideration.
CMCS is a limited liability company incorporated in Taiwan which is principally engaged in the business of designing and manufacturing handsets. The net asset per share of CMCS as at 26 September 2012 amounts to NTD16.74 (equivalent to approximately US$0.56**).
Upon the completion of the Share Acquisition, Transworld’s total shareholding in CMCS will increase from approximately 76.33% (representing 114,498,000 shares) to approximately 85.54% (representing 128,314,000 shares) of the entire issued share capital of CMCS as at 26 September 2012.
The main reason for the Share Acquisition is to further consolidate the Company’s interest in CMCS. With reference to the principal strategic objective of the group comprising the Company and its subsidiaries (the “Group”) to continue to be the leading manufacturing service provider in the handset industry worldwide, such consolidation of the Company’s interest in CMCS through the Share Acquisition could further reinforce the design capability and vertical integration business model of the Group to compete more effectively, as well as to further strengthen the Group’s capabilities to provide services to its customers.
The Share Acquisition does not constitute a notifiable transaction or a connected transaction of the Company under the Listing Rules. Hence, it is not subject to any disclosure, reporting or shareholders’ or independent shareholders’ approval requirements under Chapter 14 or Chapter 14A of the Listing Rules.
By Order of the Board Chin Wai Leung, Samuel Chairman
Hong Kong, 26 September 2012
As at the date of this announcement, the executive directors of the Company are Messrs. Chin Wai Leung, Samuel and Chih Yu Yang and Tong Wen-hsin and Dr. Lee Jer Sheng, the non-executive director of the Company is Mr. Lee Jin Ming and the independent non-executive directors of the Company are Messrs. Lau Siu Ki and Chen Fung Ming and Dr. Daniel Joseph Mehan.
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for identification purposes only
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** the figures in NTD are converted into US$ at the rate of NTD1.00:US$0.0334 for reference only.
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