Taiwan cement: Announcement on pricing issues for the first unsecured foreign currency convertible bonds in 2021
1.Date of occurrence of the event:2021/11/30 2.Company name: Taiwan Cement Corporation (��TCC��) 3.Relationship to the Company (please enter ��head office�� or ��subsidiaries��):Head Office 4.Reciprocal shareholding ratios:N/A 5.Cause of occurrence:Announcement on the Pricing Related Matters for the 1st Unsecured Foreign Currency Convertible Bonds in 2021(the ��Bonds��) 6.Countermeasures:None 7.Any other matters that need to be specified: (1) Total amount of the issue, face value, issue price and issue date: A. Total amount of the issue: US$800,000,000 B. Face value: US$200,000 or in any integral multiples of US$100,000 if exceeding US$200,000 C. Issue price: 100% of par value D. Issue date: 2021/12/07 (2) Issue coupon/interest rate:0% (3) Repayment method and term of maturity: A.Repayment method: Unless previously redeemed, repurchased and cancelled or converted by the holders of the Bonds (the ��Bondholders��), the Bonds will be redeemed on the Maturity Date at their principal amount with a yield of 0% per annum calculated on a semi-annual basis (the ��Redemption Amount��).The Redemption Amount will be converted into NT dollars (at the rate of US$1.00=NT$27.75 as determined on the pricing date,the ��Fixed Exchange Rate��), and then converted back into US dollars using the prevailing exchange rate (using the fixing rate at 11:00 am, expressed as the number of NT dollars per one US dollar, quoted by Taipei Forex Inc.) for payment in US dollars. B. Maturity Date: 2026/12/07,the 5th anniversary from the Issue Date. (4)Conversion: A. Converted Securities: The newly-issued common shares of TCC (the ��Common Shares��). B. Conversion Period: Unless previously redeemed, repurchased, or during the Closed Period (as defined below), the Bonds may be converted into the newly-issued Common Shares at any time starting from the next day immediately after three months from the Issue Date (not including the Issue Date) to (1)the 10th day prior to the Maturity Date (the ��Conversion Period��) or (2)the 5th business day prior to the redemption date applicable to the exercise of put right by Bondholders or the date fixed for redemption (other than the Maturity Date) of the Bonds by TCC,based on the Bondholder's request in accordance with relevant laws and regulations and the Indenture. Under current ROC laws and regulations, the Closed Period is defined as follows: (a) The book closure period under the laws of the ROC, including the 60-day period prior to the date of the annual general shareholders' meeting of TCC,or the 30-day period prior to a special shareholders' meeting of TCC. (b) In the event of issuance of bonus of shares, distribution of cash divided or capital increase by cash, the period from the 15 trading days prior to the commencement of the close period with respect to the record date for determination of shareholders entitled to receive bonus shares or cash dividends or subscribe new shares. (c) In the event of capital decrease of TCC, the period from the record date for capital decrease to the day one day prior to the trading day of the shares newly issued upon the capital decrease. (d) In the event of change of par value of the common shares of TCC, the period starts from the commencement of the suspension of the conversion in respect of the change of par value of the common shares to the day immediately preceding the date on which the reissued common shares resume trading after such change of par value of the common shares. (e) Other period for book closure pursuant to the ROC laws and regulations and the Taiwan Stock Exchange (��TWSE��) regulations and rules. If there is any change in the future with respect to the relevant laws and regulations on Closed Period, the then updated laws and regulations shall apply. C. Conversion Price: The Conversion Price is NT$59.80 per share, which has been determined on approximately 130% of the closing price of TCC��s Common Shares on the TWSE on 2021/11/30,The number of Common Shares issued upon conversion of any Bonds will be determined by the par value of the Bonds multiplying the Fixed Exchange Rate,divided by the Conversion Price (in NT dollars) in effect on the date of conversion. TCC will pay in cash for the amount of less than one Common Share which shall be rounded to the nearest integer of USD. D. Adjustment of the Conversion Price: After the issuance of the Bonds, the Conversion Price shall be adjusted in accordance with the relevant anti-dilution provisions of the Indenture. E. Redemption of the Bondholders: The Bondholders shall not request the Issuer to redeem the Bonds in whole or in part prior to the Maturity Date except for the following conditions: (a) Unless the Bonds have been early redeemed, repurchased and cancelled or converted, the Bondholders shall have the right to require TCC to redeem the Bonds, in whole or in part, on the second anniversary from the Issue Date at the principal amount of the Bonds with a yield of 0% per annum, calculated on a semi-annual basis (the ��Early Redemption Amount��). (b) In the event that TCC's Common Shares cease to be listed on TWSE, the Bondholders may request TCC to redeem the Bonds,in whole or in part, at the Early Redemption Amount. (c) Upon the occurrence of a Change of Control as defined in the Indenture, the Bondholders may request TCC to redeem the Bonds, in whole or in part, at the Early Redemption Amount. (d) The Bondholders shall exercise the redemption right and TCC shall proceed such request for redemption in accordance with the procedures provided in the Indenture. TCC shall redeem the Bonds by paying of the Early Redemption Amount in cash on the payment date pursuant to the Indenture. The Early Redemption Amount will be converted into NTD at the Fixed Exchange Rate, and then will be converted back into USD applying the prevailing exchange rate (with reference to the fixing exchange rate at 11:00am, expressed as the number of NTD per one USD, quoted by Taipei Forex Inc.) and paid in USD. F. Redemption Right of the Issuer:TCC may early redeem the Bonds in accordance with the following conditions: (a) From the second anniversary after the Issue Date to the Maturity Day, TCC may redeem the Bonds in whole or in part, at the Early Redemption Amount,provided that the closing price of Issuer's Common Shares on TWSE for a total of 20 days out of 30 consecutive trading days is at least 130% of the amount which is equal to the Early Redemption Amount multiplying the then prevailing Conversion Price,divided by the principal amount of the Bonds. (b) TCC may redeem all of the Bonds at the Early Redemption Amount in the event that more than 90% of the Bonds have been early redeemed, converted, repurchased or cancelled. (c) TCC may redeem all of the Bonds at the Early Redemption Amount in the event of changes in ROC taxation laws resulting in an increase of tax obligation,the necessity to pay additional interest expense,or increase of additional costs to TCC after the Issue Date.Bondholders may elect not to have their bonds redeemed but with no entitlement to any additional amounts or reimbursement of additional tax. (d) ��Early Redemption Amount�� used in this Item means the principal amount of the Bonds with a yield of 0% per annum, calculated on a semi-annual basis.The Early Redemption Amount referred to above will be converted into NT dollars based on the Fixed Exchange Rate, and then will be converted back into US Dollars using the prevailing exchange rate (using the fixing rate at 11:00 am, expressed as the number of NT dollars perone US dollar,quoted by Taipei Forex Inc.) for payment in US dollars. (5) Place of issuance and transaction: Singapore Exchange Limited. (6) If a portion of the Bonds shall be subscribed to by specific person(s), the purpose for the subscription of the Bonds by the specific person(s), the total number of certificates to be subscribed to by the specific person(s), the total dollar amount thereof, and the relationship between the specific person(s) and the issuer shall be announced: None (7) Use of Proceeds and Estimated Benefits: The proceeds raised from the issuance of the convertible bonds will be used to invest in TCC's subsidiaries outside the ROC,or refinance certain bank loans of its subsidiaries, and/or procure raw materials in foreign currencies, which is expected to reduce the interest expenses and reduce the risk of exchange rate volatility. (8) Major impact on shareholders' right: If all the Bonds were converted into Common Shares this year, the share dilution effect will be around 5.72%.Although issuance of new shares upon conversion of the Bonds will increase the share capital and dilute the EPS,this offering in terms of financial structure could help increase equity fund, reduce debt ratio and strengthen the financial structure,which shall be beneficial to the future operations and development of TCC Group.