Japan Vietnam Medical Instrument Joint Stock Company announced Board Resolution No.11 dated November 30, 2012 as follows:
Article 1: The Board of Directors approved a private
placement to issue new shares to interchange with shares of Kyoto Medical
Science’s shareholders (KMS’ shareholders):
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Stock type: common stock
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Par value: VND10,000
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Purpose: to interchange with shares of KMS’ shareholders.
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Transfer restriction: The JVC shares which are issued to
KMS’ shareholders will be restricted to transfer in one year.
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Number of shares registered to be issued: 4,070,000 shares
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Total par value: VND40,700,000,000
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Ratio of Additionally-issued shares to Outstanding shares:
4,070,000/35,419,999 = 0.11490684.
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Time of implementation: estimated in Quarter IV/2012 to
Quarter I/2013
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Objects of the issuance: KMS’s shareholders, including:
1/ Le Van Huong;
2/ Nguyen Phuong Hanh;
3/ Nguyen Manh Cuong;
4/ Pham Van Tuy.
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Distribution method:
+
Interchange ratio: 1 KMS share = 0.74 JVC share
+
The number of shares that KMS’ shareholders receive will be
rounded down. The fractional part (if any) will be canceled.
For
example, shareholder D owns 109 KMS shares. According to the interchange ratio
of 1:0.74, he will receive: 109 * 0.74 = 80.66 JVC shares. However, because the
number of JVC shares will be rounded down, he will receive only 80 JVC shares.
Article 2: Issuing shares to the existing
shareholders:
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Stock type: common stock
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Par value: VND10,000
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Estimated offering price: VND15,000/share
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Estimated offering volume: 9,917,600 shares
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Purpose: to issue new shares to the existing shareholders in
order to co-invest with K Hospital and Viet Duc Hospital.
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Estimated offering time: decided by the Board of Directors,
expected in Quarter IV/2012 to Quarter I/2013, after the general meeting of
shareholders and the State Securities Commission approve.
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Total estimated mobilized capital: VND148,764,000,000.
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Ratio of the offering volume to total current volume:
9,917,600/35,419,999 = 0.28
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Objects of the issuance: the existing shareholders on the
record date.
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Time to register to buy shares: decided by the Board of
Directors, expected in Quarter IV/2012 to Quarter I/2013, after the general
meeting of shareholders and the State Securities Commission approve.
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Exercise ratio: 100:28 (each shareholder owning 100 shares
on the record date will have rights to buy 28 new shares).
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The number of new shares distributed to each shareholder
will be rounded down. The fractional parts and undistributed shares will be
sold to other investors by the Board of Directors.
