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Fubon Financial (FBND)


Friday 22 June, 2012

Fubon Financial

convert the investment of preference share issued

RNS Number : 9633F
Fubon Financial Holdings Co Limited
22 June 2012

Fubon Financial Holdings

Subject: Fubon Financial plans to convert the investment of

preference shares issued by Fubon Bank (HK) into ordinary shares

Date of events:2012/06/22


1.Name and nature of the subject matter (if preferred shares,

 the terms and conditions of issuance shall also be indicated,

 e.g.dividend yield): Fubon Financial plans to sell preference shares

back to the issuer Fubon Bank (HK), and subscribe its newly

issued ordinary shares with equivalent total price.

2.Date of occurrence of the event:2012/06/22

3.Volume, unit price, and total monetary amount of the transaction:

Number of shares issued: 201,718,000 shares (final amount will

be according to currency exchange rate; the maximum is 210,000,000 shares)

Par value per share: NT$3.86 (HK$1.0)  

Total monetary amount of the issue: About US$134 million (or equivalent)

Issue price: NT$20.05(HK$5.2)

4.Counterpart to the trade and its relationship to the Company

  (if the trading counterpart is a natural person and furthermore

  is not an actual related party of the Company, the name of the

  trading counterpart is not required to be disclosed):

Fubon Bank (HK), a 100% owned subsidiary of Fubon Financial

5.Where the counterpart to the trade is an actual related party,

  a public announcement shall also be made of the reason for choosing

  the related party as trading counterpart and the identity of the

  previous owner (including its relationship with the company and the

  trading counterpart), price of transfer, and date of acquisition:

Fubon Financial, the original shareholder of Fubon Bank (HK), plans

to sell preference shares back to Fubon Bank (HK) and subscribe for

its newly issued ordinary shares with equivalent total price.

6.Where a person who owned the property within the past five years

  has been an actual related person of the company, a public

  announcement shall also include the dates and prices of

  acquisition and disposal by the related person and the

  person's relationship to the company at those times: NA

7.Matters related to the creditor's rights currently being disposed

  of (including types of collateral of the disposed creditor's rights;

  if the creditor's rights are creditor's rights toward a related

  person, the name of the related person and the book amount of the

  creditor's rights toward such related person currently being

  disposed of must also be announced): NA

8.Anticipated profit or loss from the disposal (not applicable in

  cases of acquisition of securities) (where originally deferred, the

  status or recognition shall be stated and explained):

The estimated loss which might due to currency exchange rate and actual deal price is below NT$10 million.

9.Terms of delivery or payment (including payment period and

  monetary amount), restrictive covenants in the contract, and

  other important stipulations:

Total monetary amount of the issue: NT$ 4,004,406,674

(the actual number will be according to currency exchange rate)

restrictive covenants in the contract: None

other important stipulations: None

10.The manner in which the current transaction was decided, the

   reference basis for the decision on price, and the decision-making

   department: Board committee. The valuation mechanism is based

on privatization offer of Fubon Bank (HK), as well as referred to

Price/Book Value ratios for comparable commercial banks.

11.Current cumulative volume, amount, and shareholding percentage

   of holdings of the security being traded (including the current

   trade) and status of any restriction of rights (e.g.pledges):

Share of Holding1,373,879,000 shares

AmountNT$ 23,472,370,674 (the actual number will be according

to currency exchange rate)Share %100%

Status of any restriction of rightsNA

12.Current ratio of long or short term securities investment

   (including the current trade) to the total assets and shareholder's

   equity as shown in the most recent financial statement and the

   operating capital as shown in the most recent financial statement:

97.84%; 112.94%; -NT$4,173,242,000 (Fubon Financial will not

have extra net capital expenditure. The principal from preference

shares repurchasing, will be used as funding source to subscribe

newly issued ordinary shares.)

13.Broker and broker's fee: NA

14.Concrete purpose or use of the acquisition or disposition:

Tier one ratio of Fubon Bank (HK) will be increased to 11.79%,

total CAR will be increased to 16.52%.

15.Net worth per share of company underlying securities acquired

   or disposed of: NT$16.62 (HK$4.31)

16.Do the directors have any objection to the present transaction? No

17.Has the CPA issued an opinion on the unreasonableness of the price

   of the current transaction? No

18.Any other matters that need to be specified:

The proposal will proceed upon filing and approval from regulatory authority.

This information is provided by RNS
The company news service from the London Stock Exchange

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