Subsidiary participated in private placement
Source: RNS
Subject : Subsidiary Foxconn Ventures Pte. Ltd. has participated in private placement issued by Lordstown Motors Corp. by way of private placement
Contents:
1.Name and nature of the underlying security (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield):
Class A Common Shares and Series A Preferred Shares (Dividend Rate 8% per annum) of Lordstown Motors Corp.
2.Date of occurrence of the event:2022/11/07
3.No., unit price, and monetary amount of the transaction:
3.1 Class A Common stock：
Number：39,772,727 shares
Unit price：USD 1.76/per share
Monetary amount of the transaction：USD 69,999,999
3.2 Series A Preferred stock：
Number：1,000,000 shares
Unit price：USD 100/per share
Monetary amount of the transaction：USD 100,000,000
4.Counterparty to the trade and its relationship to the company (if the trading counterparty is a natural person and not a related party of the company, its name is not required to be disclosed):
Lordstown Motors Corp.; None
5.Where the counterparty to the trade is a related party, an announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, including its relationship with the company and the trading counterparty, the price of the ownership transfer, and date of transfer: Na
6.Where the owner of the underlying securities within the past five years has been a related party of the company, an announcement shall also include the dates and prices of acquisition and disposal by the related party and its relationship with the company at the time:Na
7.Matters related to the creditor's rights currently being disposed of (including type of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights over a related party, the name of the related party and the book amount of such creditor's rights currently being disposed of must also be announced):Na
8.Profit (or loss) from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):Na
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
9.1 Part of the subscription of the Class A Common Shares shall be subject to the approval of the competent authorities.
9.2 Series A Preferred Shares are convertible at the initial conversion price of $1.936. The exercise of conversion right shall not result in Class A Common Shares owned by the investor in excess of the ownership limitation set forth in the Investment Agreement.
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit: Negotiated;market price;Board of Directors
11.Net worth per share of company of the underlying securities acquired or disposed of:NTD 83.58
12.The discrepancy between the reference price of private placement company and the transaction amount per share is 20 percent or more:No
13.Current cumulative no., amount, and shareholding ratio of the securities being traded (including the current transaction) as of the date of occurrence and status of any restriction of rights (e.g.,pledges):
1.Foxconn Ventures Pte. Ltd.:
(1)Class A Common stock：
Cumulative no.：39,772,727 shares
Amount:：USD 69,999,999
Shareholding ratio：15.49%
Status of any restriction of rights (e.g.,pledges)：None
(2)Series A Preferred stock：
Cumulative no.：1,000,000 shares
Amount:：USD 100,000,000
Shareholding ratio：NA
Status of any restriction of rights (e.g.,pledges)：None
2.Foxconn (Far East) Limited:
(1)Class A Common stock：
Cumulative no.：7,248,163 shares
Amount:：USD 50,000,002.82
Shareholding ratio：2.82%
Status of any restriction of rights (e.g.,pledges)：None
14.Privately placed securities (including the current transaction) as a percentage of total assets of the company and shareholder's equity of the parent company on the latest financial statements, and the operating capital on the latest financial statements as of the date of occurrence:
ratio to total asset:0.16%
ratio to total shareholder's equity:0.40%
operating capital:NTD -145,929,827 thousand
15.Broker and broker's fee:None
16.Concrete purpose or use of the acquisition or disposition: Long term investment
17.Whether the directors expressed any objection to the present transaction: No
18.Whether the trading counterparty is a related party:No
19.Date of approval by board of directors:Na
20.Recognition date by supervisors or approval date by audit committee:Na
21.Whether the CPA issued an opinion on the unreasonableness of the current transaction:None
22.Name of the CPA firm: Diwan & Company
23.Name of the CPA:LU,RUI-WEN
24.License no.of the CPA:Financial-Supervisory-Securities-Corporate-5645
25.Any other matters that need to be specified: None
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