TNG INVESTMENT AND TRADING JSC
……………………….o0o………………………..
THE PLAN OF THE ISUANCE OF SHARES, BONDS TO INCREASE CHARER
CAPITAL IN 2015
General information on the issue plan:
- Name of shares: Shares Investment Corporation and TNG
- Type of shares: Ordinary shares.
- Denomination: 10,000 VND / 01 share (ten thousand VND / share)
- Number of outstanding shares: 21.942.569 shares
I. Issue of shares to existing shareholders
1. Securities
Joint Stock Company for Investment and Trade TNG
2. Stock code
TNG
3.Type of securities
Common shares
4.Par value
10,000
5. Number of shares
21.942.569 shares
6. Treasury shares
0 shares
7. Subject of Issuance
Existing shareholders named on the list of shareholders by
the Central Vietnam Securities Depository ("VSD") ending
on the last registration day to exercise rights ("Registration
End Date").
8. Proportion of issuance
4: 1 (shareholders owning 01 shares in the last registration
day will have 01 right and 4 rights will have right to buy
01 shares).
9.Tentative number of 5.485.642 shares
additional
shares
issuance
10. The total value of the VND 54,856,420,000 (Fifty billion eight hundred and
expected release (at face fifty-six million four hundred and twenty thousand.)
value)
11. Expected capital after 274 282 110 000 VND (in words: two hundred seventy
two hundred and eighty billion invested two million one
issuance
hundred and ten thousand.)
12.
Transfer of stock Existing shareholders have a right to transfer stock right
options one single time for other subjects during the
right options
subscribed period to 5 working days before the due date of
payment.
Shareholders of General Meeting authorized the Board of
13. Issue price
Directors to decide the suitable issue price at the time of
release but at any case, the issue price shall not be less than
the par value of the shares.
14.
Principles
to
determine the issue price
15.
Tentative
offering After the State Securities Commission ("SSC") issue the
time
certification of offering securities to the public in
accordance with regulations.
16. Principles rounded Number of shares each shareholder received will be
and plans for dealing rounded down to the unit
with individual stocks, For Example: On the last registration date, shareholder
shares refused to buy
Nguyen Van A owns 11 shares. Number of shares that Mr.
Nguyen Van A is entitled to purchase according to
percentage of issuance shares is 11 x 25% = 2.75 shares.
After rounding, the number of shares Nguyen Van A has
right to purchase is 2 additional shares.
Shareholders' General Meeting authorized the Board of
Directors (BOD) to distribute
retail shares and shares
which are not buyed by existing shareholders to all other
objects selected by the Board of Directors with the price
not less than the price offered to existing shareholders.
In case the ownership percentage of subjects that Board of
directors redistribute retail stocks, shares refused to
purchase which lead to the total number of shares with
voting rights in excess of a public purchase according to
the regulations do not have to follow procedures of public
offering.
• Expected
Dilution
Price At the record date of existing shareholders registered to
purchased additional issued shares, the company's stock
price will be market adjusted by the following formula:
Market adjusted price =
In which:
• PR(t-1) is the stock price before the Ex-rights date
• PR is the offered price to existing shareholders
•
ratio of capital increase
For example: Assuming trading price before the Ex-rights
date is 25,000/share, according to plan, the additional
shares isued to existing shareholders will be priced at
11,000 VND/share. In particular, the rate of issuance of
additional shares to existing shareholders is 25%, the stock
price will be diluted as follows:
Adjusted price as at Ex-rights date = (25.000 +
25%*11.000)/(1+25%) = 22.200 VND/share.
• Capital
purpose
utilization Supplement working capital.
• Depository
and Issuance of additional shares will be registered in the
Central Securities Depository of Vietnam (VSD) and listed
Listing of shares
in Hanoi Stock Exchange in accordance with the law.
• Dealing with unsold • Shareholders' General Meeting authorized the Board of
Directors (BOD) to distribute, decide.
shares
• Authorizing
the • Develop detailed plans for issuance, issue price and
Board of Directors to
specific time for the issuance;
perform tasks related • Carry out closing shareholders’ record procedure for
to the issuance
issuance purpose, deal with any unsold shares offered
(if any);
• Complete and approve any documents necessary to
complete the procedures related to the issuance, update
the chartered capital of the Company Charter, update of
business
registration,
complete
the
necessary
formalities to increase chartered capital corresponding
to the final issuance results;
• Allocate and use the proceeds from the issuance
reasonably for the purposes mentioned above to ensure
effectiveness and beneficial to the Company and the
shareholders;
• Implement and approve any documents and procedures
necessary to register securities and additional listing of
new shares issued on the Hanoi Stock Exchange and the
Central Securities Depository of Vietnam (VSD)
• To supplement, modify, complete or alter the issuance
plan at the request of the State agencies so that the
capital mobilization process of the company is carry out
properly and legally.
II. Issuance of convertible bonds to strategic investors
•
Issuing Entity
TNG Investment and Trading JSC
•
Registered business
Textile
•
Financial
position
and operation results Refer to audited Financial Statement 2014
in 2014
•
Bond’s name
Convertible bonds of TNG Investment and Trading JSC
•
Type of Bond
Convertible Bond
•
Bond’s Code
TNG-CB2015
•
The number of bonds Maximum of 2.000.000 bonds
to be offered
•
Face value
1.000.000 VND/bond
•
Offer price
100% face value
•
The total value of Maximum of 200,000,000,000 VND (two hundred
bonds to be offered billion)
(at face value)
•
The expected time of During 2015
issuance
•
Bond’s category
Number recorded
•
The offering method
Private placement through an agent
•
Offering targets
•
Domestic investors, foreign investors (less than 100
investors excluding institutional investors).
•
Criteria for selecting investors to be offered:
•
Domestic and foreign organizations and individuals
with financial potential, commitments to support
the Company’s business management and finance.
•
There ownership ratio after conversion of bonds
into shares in accordance with the provisions of
law.
•
Issuance currency
Vietnamese Dong
•
Maturity
From 2 to 5 years from issuance date.
Shareholders' General Meeting authorized the Board of
Directors (BOD) to decide the time of the bond at the time
of isuance.
•
Issuance date
As the last day investors pay for the purchase of
convertible bonds issued under the Bond notice
•
Coupon
Shareholders' General Meeting authorized the Board of
Directors (BOD) to decide the suitable interest under the
market.
The bonds will earn interest started from, and including
the issue date up to and including the maturity date.
•
Conversion price
The conversion price is not below 10,000/ share, taking
into account the dilution. Shareholders General Meeting
authorized the Board of Directors to decide on the
conversion prices.
The conversion price will be adjusted according to the
Terms of anti-dilution below.
•
The market price at The market price at the time of issue is the average price
the time of issue
of 30 trading days immediately preceding the date of the
issuance of bonds, taking into account adjusted price after
dilution (if any)
•
Convertible shares
• Common shares are freely transferable.
• Face value: 10.000 VND/share.
•
Terms of anti-dilution In the period from the time of the issuance of bonds to
conversion, to ensure the rights of the bondholders, the
conversion price of the bond will be adjusted to
correspond with the rate adjusted reference price of the
TNG shares TNG on the stock exchange in the case of
issuers:
•
Issue of bonus shares to existing shareholders;
•
Issue of shares to existing shareholders at a price
lower than the market price at the time of issue;
•
Paying dividends in shares;
The conversion price will be adjusted according to the
following formula:
Adjusted conversion price = Current conversion price
* PRt/PR(t-1), in which:
PR(t-1): Is the trading price of TNG shares on the day
before the Ex-right date mentioned above
PRt: Is the trading price of TNG shares on the Ex-rights
date mentioned above
The conversion price adjustment in any case not less than
the face value.
•
Annually (on the issue date of the year) and on the
Coupon date
maturity date of the bonds.
•
•
Conversion
time- Shareholders General Meeting authorized the Board of
frame
Directors to decide on conversion date details
Conversion rights
• Conversion rights belong to the bondholders.
• All or parts of the bonds may be converted into
common shares at the time of conversion. In the first
conversion, if the bondholders do not exercise the
conversion rights or converts only part of their bonds
shall have the right to exercise their conversion rights
to rest of their bonds in the next conversion.
• Shareholders General Meeting authorized the Board of
Directors to decide on conversion procedure details.
•
Payment of par value The entire bond par value/part of the bond par value shall
procedure in case the be paid in cash at the time of maturity or at the conversion
original bondholders date if the bondholders do not exercise their conversion
do
exercise rights according to the detailed conversion plan that the
not
conversion rights
•
Board of Directors proposed under Section 26 and 27.
Funds for payment of Funds for payment of par value and coupon will be from
par
and the following sources:
value
coupons of bonds
•
Cash presented in the annual financial statements or in
the most recent quarter to the time of payment.
•
•
The
principle
Other legal source of funds from the Company.
of Number of shares that are convert by the bondholders will
rounding shares to be be rounded down to the unit.
converted
•
Transfer of bonds
Bonds are non-transferable within 01 (one) year from the
date of issuance except for the transfer to or transferred
between the institutional investors.
•
Issuance
of
shares At the time of conversion, the Company will issue
the additional shares for Bonds to be converted and will
serving
conversion of Bonds increase its charter capital corresponding to the number of
shares to be issued for the purpose of conversion ("Stock
(if any)
Conversion").
At the same time, the company will carry out the
depository registration and registration of additional
listing of shares in Central Securities Depository of
Vietnam ("VSD") and Hanoi Stock Exchange ("HNX").
• Capital
utilization Supplement working capital, for TNG Dai Tu project, and
othe project under the project plan from 2015 to 2020.
purpose
•
Other
terms
conditions
and Specific provisions in the issuance plan by the Board on
the basis of market analysis and negotiations directly face
to face with investors.
•
Issuing Agents
General Shareholders’ Meeting authorized the Board of
Directors to select issuing agents.
Agents to carry out General Shareholders’ Meeting authorized the Board of
•
•
payment procedure
Directors to select agents to carry out payment procedure.
Depository agents
General Shareholders’ Meeting authorized the Board of
Directors to select depository agents
•
The Board of Directors is authorized to plans issuance details; selection of the
consultant, the service agents for the issuance; offering specific targets; processing
plans to deal with unsold bonds (if any); plans to use the proceeds from the issue in
ways that is best for the shareholders and the Company; perform issuing procedure
as approved, including supplementing, editing, complete or alter the issuing
procedure at the request of the State agency to ensure that capital mobilization of
the Company was done properly anhd legally.
•
Employee Stock Ownership Plan (ESOP):
• Issuing amount
A maximum of 1,371,410 shares (05% of existing
shares after issuing to existing shareholders at rate
of 4: 1 as approved in the General Shareholders
Annual Meeting 2015)
• Face value
10.000 VND/share
• The total value of shares to Maximum of 13,714,100,000 VND (in words:
be issued (at face value)
Thirteen billion seven hundred and fourteen
million one hundred thousand)
• Targets of issuance
Leaders of TNG under the company Regulations;
the Board of Directors is authorised to approved
criterias and a list of the leaders are entitled to
purchase ESOP shares.
• Issuing objective
Strengthening ties, enhance accountability and
maximize the ability and intelligence of leaders
with long-term growth and sustainability of the
company.
• Transfer
of
right
to Right to purchase shares is non-transferable
purchase shares
• Transfer restrictions
During the time to be the leader of TNG.
• Issuing price
Board of Directors is authorized to decide on the
issue price but not less than 10,000 VND/share
and principles for determining the number of
shares to be distributed to each individual.
• Expected date of issuance
During 2015, 2016, 2017 or the appropriate time
decide by the Board of Directors to ensure
compliance with the law.
• Dealing with nonsubscribed shares
Non-subscribed shares (if any) will be offered to
other employees in the company and the selling
price not less than the subscription price.
• Board of Directors
authorization
General Shareholders Meeting authorized the
Board of Directors carry out the following duty:
• Approve the conditions and the issuing
procedures as the Board of Directors consider
appropriate, provided that such shares may not
be sold under the conditions more favorable
than the terms offered above.
•
To supplement, modify, complete or alter the
issuance plan at the request of the State
agencies so that the capital mobilization
process of the company is carry out properly
and legally..
•
Complete
and
approve
any
documents
necessary to complete the procedures related
to the issuance, update the chartered capital of
the Company Charter, update of business
registration, complete the necessary formalities
to increase chartered capital corresponding to
the final issuance results
• Implement and approve any documents and
procedures necessary to register securities and
additional listing of new shares issued on the
Hanoi Stock Exchange and the Central
Securities Depository of Vietnam (VSD).
Tentative plan for dividend payment in 2015
General Meeting of Shareholders agreed to pay a dividend in 2015 of at least 16-20% of the
charter capital and authorize the Board to select forms of payment in cash or in shares to ensure
the interests of shareholders (if paying dividends in shares, par value issued is 10,000 VND /
share).
Recipients:
• Shareholders
• The departments and
agencies concerned
• Board of Directors, Board of
Supervisors, Board of
Executives
• Company Secretary.
TNG INVESTMENT AND TRADING JSC
CHAIRMAN