| Title： |
Taiwan Stock Exchange Corporation Regulations Governing Purchase of Listed Securities by Tender Offer(2000.11.20) |
| Date： |
|
|
Article 2
|
A securities broker shall fill out an application form and submit it to this Corporation when consigned by a principal to conduct a purchase of securities by tender offer. If the principal is an Overseas Chinese or foreign person with special-case approval from the Ministry of Economic Affairs Investment Commission, the Science-based Industrial Park Administration, or the Export Processing Zone Administration, the application shall include evidentiary documentation of government approval of the investment and inward remittance of funds. If the principal is a domestic company, the total amount of any re-investment shall be handled in compliance with the provisions of Article 13 of the Company Law and supporting documentation shall be annexed.
The provisions of the preceding paragraph shall apply when a securities finance enterprise makes a tender offer for the purpose of settlement or return of securities. The procedures for such a tender offer may be undertaken on the day of the tender offer application.
Once applications by consignment as referred to in Paragraph 1 have been approved by this Corporation and reported to the competent authority for recordation, this Corporation will make a public announcement of the matters listed below three trading days prior to the implementation of the tender offer. However, for applications by consignment as referred to in Paragraph 2, the announcement may be made in this Corporation's market report on the day the tender offer procedures are implemented. Once this Corporation has made the public announcement, neither the principal nor the consigned securities broker may apply to amend or revoke the application. This restriction does not apply to revocation of tender offers or amendment of tender offer quantities pursuant to the provisions of Article 6, Paragraph 4.
1. The name and quantity of the securities to be purchased by tender offer.
2. The date and time of the tender offer.
3. The following information for the tender offerer:
(1) Background
(2) Purpose of the tender offer
(3) Source of the investment capital if an Overseas Chinese or foreign person
(4) Financial condition for the most recent year if a juristic person
4. Minimum price for the tender offer: Limited to within a range of 15 percent above or below the closing price from the previous trading day. At the commencement of the tender offer, the applying securities broker shall deliver a sealed bid letter to the TSE for on-the-spot announcement. A public notice of the tender offer must also be published in the Market Information System.
5. Means of tender: To be selected pursuant to Article 6, Paragraph 1.
6. Means of handling a shortfall between the confirmed tender amount and the publicly announced amount of the tender offer.
7. Time and method for quotes by securities firms participating in the price bidding.
8. Other relevant matters.
|
|
Article 4
|
Securities enterprises that are participating competing sellers in the tender offer shall enter their quotes by means of a computer link to this Corporation's computer network from 3:00 p.m. to 3:30 p.m., and trades shall be confirmed on the same trading day as the quote is entered.
Except as otherwise provided by public announcement, the quantity of quotes as referred to in the preceding Paragraph, shall be expressed in the trading unit or multiple for the particular type of stock and shall not be subject to the limit of 500 trading units or less imposed upon ordinary consigned stock trades. Quotes that do not comply with this provision shall be invalid.
The tender offer base price and competing sellers' quoted prices shall be calculated on a per-share basis.
A securities firm consigned by competing sellers may, during the bidding period, rescind or alter its quoted quantity or price by means of computer link to this Corporation's computer network.
|
|
Article 13
|
When handling tender offers for listed securities, this Corporation may suspend auction and bulk trading of those securities during the tender period; provided, this shall not apply to tender offers under Article 2, Paragraph 2. Confirmed tender prices shall not be subject to the daily fluctuation limits for ordinary trading, and shall not be taken as the opening, high, low, or closing price for the current day.
|