遠東國際商業銀行

Announcement on the Pricing Related Matters for Overseas Unsecured Convertible Bonds

2013/02/01

Date of occurrence of the event: 2013/01/31\n
Company name: Far Eastern International Bank\n
Relationship to the Company (please enter ”head office” or\n ”affiliate company”):head office\n
Reciprocal shareholding ratios: N/A\n
Cause of occurrence: Announcement on the Pricing Related Matters for\n Overseas Unsecured Convertible Bonds\n
Countermeasures: N/A\n
Any other matters that need to be specified:\n The announcement is made according to Article 26 of the Regulations\n verning the Offering and Issuance of Overseas Securities by Issuers.
1. Total amount of the issue, face value, issue price and issue date:\n Total amount of the issue: US$ 150 million.\n Face value: US$200,000 or integral multiples\n Issue price: Issue at par.\n Issue date: 2013/02/7\n
2. Issue coupon/interest rate: 0%\n
3. \n Repayment method and term of maturity:\n \n
  1. Repayment method: Unless previously redeemed, converted, or purchased\n and cancelled, the Bonds will be redeemed by the Issuer at the Maturity\n Date at a price equal to 101.89% of the principal amount.\n
  2. Early Redemption at the Option of the Issuer:\n
    1. Issuer may redeem the Bonds in whole or in part, beginning 30 months\n after the Issue Date, at a price equal to the Early Redemption Price,\n provided that the closing price of Issuer's common shares on the Taiwan\n Securities Exchange (“TSE”), converted into US dollars at the prevailing\n rate, for a period of 20 out of 30 consecutive trading days is at least\n 130% of the quotient of the Early Redemption Price multiply by the then\n Conversion Price divided by the principal amount of the Bonds, converted\n into US dollars at the pre-determined exchange rate set on the Pricing\n date\n
    2. Issuer may redeem the Bonds at a price equal to the Early Redemption\n Price in whole but not in part, at any time if at least 90% in principal\n amount of the Bonds have already been redeemed, converted, or purchased\n and cancelled or\n
    3. If as a result of changes relating to tax laws in the ROC, Issuer\n becomes obligated to pay any additional amounts, the Bonds may be redeemed\n at a price equal to the Early Redemption Price at any time at the option\n of the Issuer, in whole but not in part as further described in the\n Indenture.\n Early Redemption Price: an amount that would result in an annual yield\n on the Bond purchased at its principal amount of 0.375% per annum, by\n compounding the rate semi-annually, through to the redemption date\n calculated.\n
    \n\n
  3. Maturity Date: 2018/02/7\n
  \n \n \n \n \n \n \n\n
4. Convert at the Option of Bondholders:\n \n
  1. Convert Securities: common shares of Issuer.\n
  2. Convert Period: Unless previously redeemed, purchased, cancelled or\n converted, a Bondholder may request the Issuer to convert such Bonds into\n Issuer’s common shares at any time beginning 41 days after the Issue Date\n and until 10 days prior to the Maturity Date in accordance with applicable\n rules and regulations and terms of the Indenture. Unless otherwise\n specified in the Indenture, the foreing Conversion Rights cannot be\n exercised during the following closed periods:\n
    1. 60 days prior to the date of the Annual General\n Shareholders’Meeting,30 days prior to the date of the Extraordinary\n General Shareholders’ Meeting, or from the date at least 5 days prior\n to the record day for determination of shareholders entitled to receive\n annual dividend, bonus, or other benefits and rights\n
    2. From the date at least 15 business days prior to the record day\n for any free distribution of shares, cash dividend, or rights to\n subscribe for new shares in a rights offering until the distribution\n of such rights, or from the record date for capital reduction until\n 1 day prior to the resumption of trading of the re-issued shares\n following the capital reduction and\n
    3. Any other period determined by the ROC laws applicable from time to\n time.\n
    \n\n
  3. Convert Price: NT$15.24 per share. (converting at a fixed exchange rate of\n NT$29.569=US$1.00)\n
  4. Convert Procedure: To exercise the relevant Conversion Rights attached\n to the Bonds, the Bondholder thereof must deposit with the Paying &\n Conversion Agent outside the ROC a notice of conversion to the attention\n of Issuer, together with the Bonds and any other documents or certificates\n required by ROC laws. Issuer will procure the account transfer of Issuer's\n common shares through TDCC to those Bondholders who exercise their\n Conversion Rights within five business days after the Conversion Date.\n If the Bondholders exercising their Conversion Rights are overseas\n Chinese or foreign persons, have not received the requisite approval\n under ROC laws, and have not opened a TDCC account, Issuer will\n deliver the new shares through the TDCC book-entry system\n until such account opening procedures are complete.\n
  5. Adjustment to the Convert Price: Upon the occurrence of certain\n dilutive or other analous events as specified in the Indenture, the\n Conversion Price shall also be adjusted in accordance with conventional\n anti-dilution market precedents. The amount of adjustment shall be\n determined formulaically, as set forth in the Offering Memorandum\n and/or the Indenture.\n
  6. Prior to conversion of the Bonds, Bondholders are not entitled to\n receive any dividend distribution. Following the conversion of the\n Bonds, the rights to receive dividend payments will be the same as\n the other common shareholders of the Issuer.\n
  7. Redemption at the Option of the Bondholders:\n
    1. Unless previously redeemed, purchased or converted, bondholders\n shall have the right to require the Issuer to redeem all or part of\n the Bonds held by them, on the date 30 months following the Issue\n Date, at a price equal to the Early Redemption Price.\n
    2. In the event that the common shares of the Issuer cease to be traded\n on Taiwan Securities Exchange, each bondholder shall have the right to\n require the Issuer to redeem the Bonds, in whole or in part, at a price\n equal to the Early Redemption Price.\n
    3. Upon the occurrence of a Change of Control as defined in the\n Indenture, each Bondholder shall have the right to request the Issuer\n to redeem the Bonds,in whole or in part, at a price equal to the Early Redemption Price.\n
    \n\n
  \n \n \n \n\n
5. Place of offering and transaction: Singapore Exchange Limited.\n
6. If a portion thereof shall be subscribed to by specific person(s), the\n purpose for the subscription of the Bonds by the specific person(s), the\n total number of certificates to be subscribed to by the specific person(s),\n the total dollar amount thereof, and the relationship between the specific\n person(s) and the issuer: None\n
7. Fund utilization plan, and a statement of the expected benefits thereof:\n To enhance the operating capital to meet its lending demands to expand the\n business of foreign currency loans to increase interest income to raise\n the capital adequacy ratio to strengthen the risk tolerance.\n
8. The principal impact on shareholders’ equity:\n The proceeds will be used for injection of operating capital. Thus,\n the company will save interest expense and should have positive impact\n for shareholder in the long run.\n
\n\n

News Release