1.Date of occurrence of the event:2026/05/18
2.Company name:Phison Electronics Corporation
3.Relationship to the Company (please enter head office or
subsidiaries):Head office
4.Reciprocal shareholding ratios:N/A
5.Cause of occurrence: The pricing of the First Unsecured Overseas Euro
Convertible Bonds
6.Countermeasures:N/A
7.Any other matters that need to be specified(the information
disclosure also meets the requirements of Article 7, subparagraph 9
of the Securities and Exchange Act Enforcement Rules, which brings
forth a significant impact on shareholders rights or the price of
the securities on public companies.):
(1) Issue Amount, Denomination, Issue Price, Estimated Issue Date
Issue Amount: US$800,000,000 (including US$400,000,000 of Tranche A
Bonds and US$400,000,000 of Tranche B Bonds)
Denomination: US$200,000 per Bond or any integral multiples of
US$100,000 in excess thereof
Issue Price: 100% of par value
Issue Date: May 26, 2026
(2) Coupon Interest: 0% per annum
(3) Repayment method and term of maturity
A. Repayment method:
Unless the Bonds have been redeemed, repurchased and cancelled or
converted, the Bonds will be redeemed on the Maturity Date at their
principal amount with a yield of -0.25% per annum, calculated on a
semi-annual basis (the Redemption Amount).
The Redemption Amount of Tranche A Bonds will be converted into NT
dollars based on the Fixed Exchange Rate, and this fixed NT dollar
amount will be converted back into US dollars using the prevailing
exchange rate (using the fixing rate at 11:00 am, expressed as the
number of NT dollars per one US dollar, quoted by Taipei Forex Inc.)
at the time of redemption for payment in US dollars. The Fixed
Exchange Rate is US$ 1.00=NT$31.6350.
B. Maturity Date: 2031/05/26, the 5th anniversary from the Issue Date.
(4) Conversion:
A. Converted Securities: The newly-issued common shares of Phison
(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 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 the Issuer, 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 periods for share registrar closure pursuant to the laws and
regulations of the ROC or the TPEx rules, excluding the closed
period for the annual general meeting or the extraordinary general
meeting.
(b)In the event of free distribution of shares, distribution of cash
dividend or capital increase by cash, the period from 15 business
days prior to any closure of the Issuer's shareholders' register
to the record date for determination of shareholders entitled to
receive dividends, subscription of new Common Shares due to capital
increase or other benefits and bonuses to such record date.
(c)In the event of capital reduction of the Issuer, the period from the
record date for capital reduction to the day immediately preceding
the date on which the Common Shares resume trading after such capital
reduction.
(d)In the event of change of par value of the Common Shares of the
Issuer, the period 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.
The commencement of the suspension of the conversion in respect of the
change of par value of the Common Shares under the above paragraph (d)
means the business day immediately preceding the date on which the
application for change registration to Ministry of Economic Affairs is
filed. The Issuer shall make public announcement of Closed Period four
business days prior to such suspension.
If there is any change in the future with respect to the relevant laws
and regulations on Closed Period, the then current laws and regulations
shall apply.
C. Conversion Price:
The Initial Conversion Prices of the Tranche A Bonds and Tranche B Bonds
are NT$3,418.75 per share and NT$3,555.50 per share, respectively, which
have been determined at 125% and 130%, respectively, of the closing price
of NT$2,735 per share of the Companys Common Shares on the TPEx on May
18, 2026, being the pricing date.
D. Adjustment of the Conversion Price:
After the issuance of the Bonds, the Conversion Price shall be adjusted
in accordance with the following anti-dilution formula and the
anti-dilution formula set forth in the Indenture.
E. Redemption at the Option of the Bondholders:
The holders of the Bonds (Bondholders) shall not request the Issuer to
redeem the Bonds in whole or in part prior to the Maturity Date except
in the following circumstances:
(a)Unless the Bonds have been redeemed, repurchased and cancelled or
converted, the holders of Tranche A Bonds shall have the right on
the second anniversary from the Issue Date, and the holders of
Tranche B Bonds shall have the right on the third anniversary from
the Issue Date, to require the Issuer to early redeem the Bonds, in
whole or in part, at the principal amount of the Bonds with a yield
of -0.25% per annum, calculated on a semi-annual basis(the Early
Redemption Amount).
(b)In the event that the Issuer's common shares cease to be listed on
the Taipei Exchange (TPEx), each holder of the Bonds may request
that Issuer 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
(Indenture), each holder of the Bonds may request that Issuer redeem
the Bonds, in whole or in part, at the Early Redemption Amount.
The Bondholder shall exercise the redemption right and the Issuer shall
handle such redemption in accordance with the procedure provided in the
Indenture. The payment of the Early Redemption Amount will be made by the
Issuer in cash on the payment date pursuant to the Indenture.
The Early Redemption Amount of Tranche A Bonds will be converted into
NT dollars based on the Fixed Exchange Rate, and this fixed NT dollar
amount 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 per one US dollar, quoted by Taipei Forex Inc.) at the time
of redemption for payment in US dollars. The Fixed Exchange Rate is
US$ 1.00=NT$31.6350.
F. Early Redemption at the Option of the Issuer:
The Issuer may redeem the Bonds in accordance with the following
conditions:
(a)Beginning from the second anniversary after the Issue Date to the
Maturity Date, the Issuer may redeem the Tranche A Bonds, and
beginning from the third anniversary after the Issue Date to the
Maturity Date, the Issuer may redeem the Tranche B Bonds, in whole
or in part, at the Early Redemption Amount, provided that the
closing price of Issuer's common shares on the Taipei Exchange
(TPEx), for a period of 20 out of 30 consecutive trading days is
at least 130% of the amount, which is equal to the Early Redemption
Amount (as defined below) multiplied by the then prevailing
Conversion Price divided by the principal amount of the Bonds.
(b)The Issuer may redeem all of the Bonds at the Early Redemption
Amount in the event that 90% or more of the Bonds issued have
been previously redeemed, converted, repurchased and cancelled.
(c)The Issuer may redeem all of the Bonds at the Early Redemption
Amount in the event of changes in ROC taxation laws resulting in
an increase in tax obligation, the necessity to pay additional
interest expense, or additional costs to the Issuer after the
Issue Date. Bondholders may elect not to have their bonds redeemed
but with no entitlement to claim for any additional amounts or
reimbursement of additional tax against the Issuer.
The Issuer shall exercise the redemption right in accordance with the
procedure provided in the Indenture. The payment of the Early Redemption
Amount will be made by the Issuer in cash on the redemption date
pursuant to the Indenture.
Early Redemption Amount means the principal amount of the Bonds with
a yield of -0.25% per annum, calculated on a semi-annual basis.
The Early Redemption Amount of Tranche A Bonds will be converted into
NT dollars based on the Fixed Exchange Rate, and this fixed NT dollar
amount 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 per one US dollar, quoted by Taipei Forex Inc.)
at the time of redemption for payment in US dollars. The Fixed Exchange
Rate is US$ 1.00=NT$31.6350.
(5) Trading Market: Singapore Stock Exchange
(6) Use of Proceeds and Estimated Benefits: Procurement of raw materials
in foreign currencies.
(7) Impact to Shareholders:
If all the Bonds were converted into Common Shares within this year,
the share dilution effect will be around 3.33%. This dilution effect
should have limited influence on existing shareholders rights. |