Chapter 2 Filing and Public Announcement of a Public Tender Offer |
| Article 7 | A public tender offer for real estate investment trust beneficiary securities may be made only after a filing is made with the FSC and the offer is publicly announced.
When a competing public tender offer is made for the same real estate investment trust beneficiary securities, the filing with the FSC and public announcement of the competing tender offer shall be made at least 5 business days prior to the expiry date of the original public tender offer period.
|
|
| Article 8 | A public tender offeror shall adopt uniform purchase conditions in the public tender offer, and may not make any of the following modifications to the purchase conditions:
- Lower the public tender offer price.
- Lower the proposed quantity of securities to be acquired through the public tender offer.
- Shorten the public tender offer period.
- Any other particulars as prescribed by the FSC.
A public tender offeror may not change the time, method, or place of payment of the tender offer consideration specified in the public tender offer prospectus, provided that this restriction does not apply in the event of a natural disaster or emergency. The occurrence and cessation of an abovementioned event shall be determined and announced by the relevant competent authorities pursuant to relevant laws and regulations.
A public tender offeror may not enter into any agreement or covenant with any specific holder of real estate investment trust beneficiary securities that would cause the securities holder to obtain any special rights after participating in the tender, such that any discrepancy in the substantial purchase conditions among securities holders might result.
|
|
| Article 9 | Only cash may be paid as consideration for securities purchased in a public tender offer.
|
|
| Article 10 | The public tender offeror, in accordance with Article 7, shall file with the FSC by submitting a public tender offer registration statement, along with the following documents, to the FSC before the commencement date of the public tender offer:
- Public tender offer prospectus.
- Mandate contract entered into between the public tender offeror and the mandated institution pursuant to Article 15.
- If the public tender offeror has no domicile or place of business within the Republic of China (ROC), a power of attorney appointing the offeror's agent for litigious and non-litigious matters.
- Other documents required by the FSC.
The public tender offer registration statement and accompanying documents must be reviewed by a lawyer and the lawyer shall issue a legal opinion. If the public tender offer requires the approval of, or effective registration with, any other competent authority, a legal opinion shall concurrently be issued thereto.
A public tender offeror shall provide proof that it has the ability to perform payment of the tender offer consideration.
The proof in the preceding paragraph shall include one of the items in the following subparagraphs:
- A performance guarantee issued by a financial institution that designates the mandated institution as the beneficiary, and that authorizes the mandated institution to demand in its sole discretion the exercise of the performance guarantee and instruct the allocation of funds for the purpose of payment of the tender offer consideration.
- Written confirmation that the public tender offeror has the ability to perform payment of the tender offer consideration, issued by a financial adviser with the qualification of a securities underwriter or by a CPA that conducts the business of auditing and attesting the financial reports of public companies, after such CPA or adviser has gained a full understanding of the public tender offeror and taken reasonable steps to evaluate the public tender offeror's sources of funds.
The financial adviser or CPA under subparagraph 2 of the preceding paragraph may not have any interest relationship with the public tender offeror, the trustee, or the real estate management institution of the subject real estate investment trust fund to the extent that it could affect the adviser or CPA's independence.
On the date of filing of the public tender offer, the offeror shall simultaneously deliver a copy of the public tender offer registration statement, the public tender offer prospectus, and the other relevant documents to the trustee of the real estate investment trust fund that is being acquired.
Before the commencement date of the public tender offer, the offeror shall publicly announce the public tender offer registration statement, the particulars under paragraphs 2 and 3, and the public tender offer prospectus.
If the FSC, pursuant to Article 43-5, paragraph 2 of the Act, orders the amendment of any particulars in the filing for the public tender offer, the public tender offer period will be recalculated and will begin from the date on which the offeror makes the re-filing and public announcement.
|
Info |
| Article 11 | Any person who individually or jointly with another person or persons intends within 50 days to acquire 20 percent or more of the total number of issued beneficiary units of a real estate investment trust fund, shall do so by means of a public tender offer.
The requirement of the preceding paragraph to use a public tender offer does not apply if the following conditions are met:
- Transfer of beneficiary securities between related parties under Article 3.
- Acquisition of beneficiary securities pursuant to the Taiwan Stock Exchange Corporation Rules Governing Auction of Listed Securities by Consignment.
- Acquisition of beneficiary securities pursuant to the Taiwan Stock Exchange Corporation Rules Governing Purchase of Listed Securities by Reverse Auction or the Taipei Exchange Rules Governing Reverse Auction of TPEx Listed Securities.
- Other circumstances conforming to FSC requirements.
The total monetary amount of the real estate investment trust beneficiary securities obtained by a public tender offeror through a public tender offer plus the real estate investment trust beneficiary securities originally held by the offeror shall comply with Article 8 of the Regulations Governing the Public Offering or Private Placement of REIT and REAT Beneficiary Securities by a Trustee (below, the "Real Estate Securitization Regulations").
When a public tender offer is made for book-entry beneficiary securities, the central securities depository shall provide the trustee of the real estate investment trust fund that is being acquired with a list of beneficiaries, with the filing date of the public tender offer as the date of record for the list.
The provisions of the preceding paragraph and of Article 22, paragraph 1 do not apply to a public tender offeror that is an independent professional investor as defined in Article 8, paragraph 2 of the Real Estate Securitization Regulations.
|
Info |
| Article 12 | The phrase "jointly with another person or persons intends to acquire real estate investment trust beneficiary securities" in the preceding article means acquisition by the intending acquirers, for a common purpose, by means of contract, agreement, or other form of meeting of minds, of real estate investment beneficiary securities.
|
Info |
| Article 13 | From the date on which a public tender offer is decided upon until the date on which it is filed and publicly announced, any person who learns any information relating to the public tender offer through their job or other cause shall keep the information strictly secret.
|
|