IMI Stock Rights Offering [Amend]31 Jan 2018
On 24 January 2018, Integrated Micro-Electronics, Inc. (“IMI” or the “Company”) has obtained the approval of The Philippine Stock Exchange, Inc. (“PSE”) for a stock rights offer (“SRO” or the “Offer”) of up to 350 million new common shares (“Rights Shares”) to Eligible Shareholders in order to raise up to PHP5.0 billion in proceeds. The SRO is exempt from registration, as confirmed by the Securities and Exchange Commission on 19 December 2017. Summarized below are the key indicative terms and timetable of the SRO:
AC Industrial Technology Holdings Inc. (“AC Industrial”), IMI’s controlling shareholder, and Resins Incorporated (“Resins”), which beneficially own an aggregate of 63.46% of the Company, have expressed their full support for the Company’s proposed Offer. AC Industrial and Resins commit to purchase their entitlement of the Rights Shares and any unsubscribed Rights Shares after the mandatory Second Round of the SRO.
The Offer is open to existing common shareholders of the Company as of 14 February 2018, (the “Record Date”) who are: (i) located inside the Philippines, or (ii) located in jurisdictions outside the Philippines and outside the United States where it is legal to participate in the Offer under the securities laws of such jurisdictions without requiring registration or the need to obtain regulatory approvals under such laws (the “Eligible Shareholders”). All Eligible Shareholders as of the Record Date will be notified of the Offer and their respective rights entitlements (the “Notice to Stockholders”).
Interested Eligible Shareholders should refer to the “Application to Subscribe” form attached to the Notice to Stockholders and to be uploaded in the Company website, and submit duly executed applications accompanied with the supporting documents and the check payment or deposit slip, to BPI Stock Transfer Office (the “Receiving Agent”) at designated receiving centers within the Offer Period.
IMI has appointed BPI Capital Corporation as Sole Issue Manager, Bookrunner and Underwriter to the Offer.
|Date of Approval by Board of Directors||November 12, 2017|
|Entitlement Ratio||One Rights Share for every [at least 5.3351] Common Shares|
|Offer Price||TBD. Please refer to the attachment.|
|Number of Shares to be Offered||up to 350Mn C/S|
|Ex-Rights Date||February 9, 2018|
|Record Date||February 14, 2018|
|Start of Offer Period||January 19, 2018|
|End of Offer Period||February 23, 2018|