18 January, 2010
Wholly-Owned Subsidiary of ATIC Issues Notice of Further Extension of Preference Share Offer for Chartered Convertible Redeemable Preference Shares
Press Release Source: Chartered Semiconductor Manufacturing Ltd. On Monday January 18, 2010, 4:15 am EST
SINGAPORE--(BUSINESS WIRE)--Chartered Semiconductor Manufacturing Ltd.:
VOLUNTARY CONDITIONAL CASH OFFER
by
ATIC International Investment Company LLC
(Company Registration No. 1170717)
(Incorporated in Abu Dhabi)
to acquire all the convertible redeemable preference shares in issue of
Chartered Semiconductor Manufacturing Ltd.
(Company Registration No. 198703584K)
(Incorporated in Singapore)
1. INTRODUCTION
ATIC International Investment Company LLC (the "Acquiror") refers to:
(i) the offer letter (the "CRPS Offer Letter") dated 12 October 2009 issued by the Acquiror to the holders (the "Preference Share Holders") of the convertible redeemable preference shares (the "CRPS") in the capital of Chartered Semiconductor Manufacturing Ltd. (the "Company") in relation to the voluntary conditional cash offer (the "Preference Share Offer") to acquire all the CRPS held by the Preference Share Holders on the terms set out in the CRPS Offer Letter;
(ii) the announcement dated 9 December 2009 in relation to the issue of the notice dated 9 December 2009 by the Acquiror to the Preference Share Holders on the expected Effective Date, expected Settlement Date, expected Preference Share Offer Price and expected close of the Preference Share Offer;
(iii) the announcement dated 16 December 2009 in relation to the issue of the notice dated 16 December 2009 by the Acquiror to the Preference Share Holders on the extension of the Offer Period to 15 January 2010 (the "Extension Announcement"); and
(iv) the announcement dated 18 December 2009 in relation to the issue of the notice dated 18 December 2009 by the Acquiror to the Preference Share Holders on the determined Effective Date, Settlement Date, Preference Share Offer Price and Preference Share Offer being declared unconditional in all respects.
Unless otherwise defined, terms used in this Announcement shall have the same meanings as defined in the CRPS Offer Letter.
2. NOTICE OF FURTHER EXTENSION OF OFFER PERIOD
It was stated in Extension Announcement that the Preference Share Offer will close at 5.30 p.m. (Singapore time) on 15 January 2010, or such later date(s) as may be announced from time to time by and on behalf of the Acquiror by press release or other public announcement on or before 15 January 2010 and unless extended, the Preference Share Offer will no longer be open for acceptance after 5.30 p.m. (Singapore time) on 15 January 2010 and any acceptances received thereafter will be rejected.
The Acquiror wishes to announce that it has on 15 January 2010 sent a letter to the Preference Share Holders notifying them that the Offer Period shall be further extended to 5.30 p.m. (Singapore time) on 5 February 2010, or such later date(s) as may be announced from time to time by and on behalf of the Acquiror by press release or other public announcement on or before 5 February 2010 (the "Letter").
Accordingly, the Preference Share Offer will close at 5.30 p.m. (Singapore time) on 5 February 2010, or such later date(s) as may be announced from time to time by and on behalf of the Acquiror by press release or other public announcement on or before 5 February 2010 and unless extended, the Preference Share Offer will no longer be open for acceptance after 5.30 p.m. (Singapore time) on 5 February 2010 and any acceptances received thereafter will be rejected.
A copy of the Letter is attached as an appendix to this Announcement.
3. LEVEL OF ACCEPTANCES
By way of update, as at 5.30 p.m. (Singapore time) on 16 January 2010, the Acquiror has received valid acceptances amounting to 24,950 CRPS, representing approximately 88.01% of the issued preference share capital of the Company (based on the 28,350 CRPS currently in issue). Prior to the date of the CRPS Offer Letter, the Acquiror did not hold any CRPS in the issued preference share capital of the Company.
4. COMPULSORY ACQUISITION
As mentioned in paragraph 1.10 of the CRPS Offer Letter, in the event that the Acquiror acquires 90% or more of the total number of CRPS (other than those already held by the Acquiror, its related corporations and their respective nominees as at the date of the CRPS Offer Letter) pursuant to the Preference Share Offer, the Acquiror will be entitled to exercise the right of compulsory acquisition under Section 215(1) of the Companies Act at the Preference Share Offer Price.
The Acquiror intends to exercise its right of compulsory acquisition of any CRPS not held by the Acquiror, its related corporations and their respective nominees in such an event.
5. PROCEDURES FOR ACCEPTANCE
Preference Share Holders who wish to accept the Preference Share Offer but have not done so should refer to the CRPS Offer Letter and follow the procedures set out therein.
Preference Share Holders should note that the Company does not currently have funds legally available to make payment on any CRPS required at the option of the Preference Share Holders to be redeemed by the Company pursuant to the occurrence of a Fundamental Change (as defined in the Articles of Association of the Company (the "Articles")) on 17 December 2009 being the Books Closure Date ("Fundamental Change Redemption") as notified to you in the Notice of Fundamental Change issued by the Company on 24 December 2009; accordingly, Preference Share Holders should give due consideration to accepting the Preference Share Offer made by the Acquiror to acquire all the CRPS in issue from the Preference Share Holders on the terms and conditions set out in the CRPS Offer Letter. As mentioned in paragraph 1.9 of the CRPS Offer Letter, the Early Redemption Price for the Fundamental Change Redemption can only be paid out of (i) distributable profits (which the Company does not currently have), (ii) capital, which would require the directors of the Company to sign a solvency statement (which they are not obliged to do), or (iii) proceeds from a fresh issue of Company Shares.
In connection with any conversion of the CRPS, Preference Share Holders' attention is also drawn to the amendments to the Articles following the passing of Special Resolution (2) at the EGM and Class Meeting, respectively, on 4 November 2009.
6. RESPONSIBILITY STATEMENT
The directors of the Acquiror and ATIC (including any director who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and the opinions expressed in this Announcement (other than those relating to the Company and its subsidiaries) are fair and accurate and that, where appropriate, no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading, and they jointly and severally accept responsibility accordingly. Where any information has been supplied by the Company or has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the directors of the Acquiror and ATIC for such information has been to ensure through reasonable enquiries, that such information has been accurately extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement. The directors of the Acquiror and ATIC do not accept any responsibility for any information relating to or opinions expressed by the Company.
BY ORDER OF THE BOARD
Samak Azar
Director
18 January 2010
Wholly-Owned Subsidiary of ATIC Issues Notice of Further Extension of Preference Share Offer for Chartered Convertible Redeemable Preference Shares Added: (18.01.2010)
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