1/14/2025
Delta announces on behalf of its subsidiary, DIH, the board has approved the proposed issuance of overseas exchangeable bonds due 2030, exchangeable into DET shares
- 1.Date of the board of directors resolution:2025/01/13
- 2.Name [issue no.__ of (secured, unsecured) corporate bonds of
- ___________ (company)]:Overseas exchangeable bonds (“Bonds”) to be issued by Delta International Holding Limited B.V. (“DIH” or “Issuer”)
- 3.Whether to adopt shelf registration (Yes/No):No
- 4.Total amount issued:US$ 525,000,000
- 5.Face value per bond:US$ 200,000
- 6.Issue price:100% of par value
- 7.Issuance period:5 years
- 8.Coupon rate:The coupon rate is 0% per annum
- 9.Types, names, monetary values and stipulations of collaterals:None
- 10.Use of the funds raised by the offering and utilization plan: To enrich the working capital for enhancing the current business operations and facilitating future expansion.
- 11.Underwriting method: Through public offering outside the territory of the Republic of China in accordance with the applicable regulations in the selling areas
- 12.Trustees of the corporate bonds: The Bank of New York Mellon, London Branch
- 13.Underwriter or agent: The Hongkong and Shanghai Banking Corporation Limited (“HSBC”)
- 14.Guarantor(s) for the issuance: None
- 15.Agent for payment of the principal and interest: The Bank of New York Mellon, London Branch
- 16.Certifying institution: N/A
- 17.Where convertible into shares, the rules for conversion:
- Exchange Property: shares of Delta Electronics (Thailand) Public Company Limited (“DET Shares”)
- The initial exchange price of the Bonds will be THB 187.6 per share, which is 40% over the reference share price.
- After the issuance of the Bonds, such exchange price is subject to adjustment in the manner provided in the terms and conditions of the Bonds (including but not limited to the adjustments based on the anti-dilution provisions commonly seen in the market).
- On the exercise of exchange right, the Bondholders will initially be entitled to receive 37,086.3539 DET Shares for each US$200,000 principal amount of the Bonds, subject to adjustment in the manner provided in the terms and conditions of the Bonds.
- 18.Sell-back conditions:
- Following the occurrence of the following circumstances, the Bondholders will have the right to require the Issuer to redeem all of such Bondholders’ Bonds prior to the maturity date at the applicable early redemption amount:
- (i) when DET Shares cease to be listed or admitted to trading, or are suspended from trading for a period exceeding 30 consecutive trading days on the Stock Exchange of Thailand; or
- (ii) when there is a Change of Control in relation to DET (as defined in the terms and conditions of the Bonds); or
- (iii) where the Issuer ceases to be a directly or indirectly wholly-owned subsidiary of Delta Electronics Inc. (the “Company”).
- In addition, the Bondholders will have the right to require the Issuer to redeem all or some only of such Bondholders’ Bonds at 106.31% of their principal amount on the third anniversary of issuance of Bonds.
- Unless previously redeemed, exchanged or purchased and cancelled, the Bonds will be redeemed by the Issuer on the Maturity Date, January 21, 2030, at 110.74% of their principal amount.
- 19.Buyback conditions:
- The Bonds may be redeemed at the option of the Issuer in whole, at the applicable early redemption amount, prior to the maturity date:
- (i) at any time on or after January 21, 2028, provided that the closing price of DET Shares on each of 20 consecutive trading days was at least 150% of the quotient of the exchange price then in effect multiplied by the applicable early redemption amount and divided by the denomination of the Bonds; or
- (ii) at any time if less than 10% in principal amount of the Bonds originally issued remain outstanding; or
- (iii) if the Issuer has or will become obliged to pay Additional Tax Amounts (as defined in the terms and conditions) as a result of any change in, or amendment to, the laws or regulations of the Netherlands or in any such case, any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such law or regulations and such obligation cannot be avoided by the Issuer taking reasonable measures available to it. [In the event that such redemption notice is given, Bondholders will have the right to elect that the Bonds shall not be redeemed after the exercise of the tax call in lieu of tax gross up]
- 20.Reference date for any additional share exchange, stock swap, or subscription: At any time on or after March 3, 2025 and up to the close of business on the date which falls 10 business days prior to the maturity date or the relevant date fixed for redemption, or the time at which the Trustee declares the Bonds to be immediately due and payable pursuant to the terms and conditions, Bondholders have the right to exchange the Bonds in accordance with the terms and conditions (the specific exchange period will be subject to the terms and conditions of the Bonds).
- 21.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription: No impact on share capital of the Company or DIH.
- 22.Any other matters that need to be specified: The Issuer has entered into a hedging arrangement with HSBC in relation to the issuance of the Bonds.
Source:Delta Electronics, Inc.