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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
(
Rule 13d-101.
Information to be Included in Statements Filed Pursuant
to
§
240.13d-1(a) and Amendments Thereto Filed Pursuant to §
240.13d-2(a))
Under
the Securities Exchange Act of 1934*
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Chartered
Semiconductor Manufacturing Ltd.
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(Name
of Issuer)
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Ordinary
Shares, including Ordinary Shares represented by
American
Depositary Shares (each representing ten Ordinary
Shares)
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(Title
of Class of Securities)
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16133R106
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(CUSIP
Number)
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Lena
Chia, Director
Singapore
Technologies Semiconductors Pte Ltd
60B
Orchard Road, #06-18 Tower 2
The
Atrium @Orchard
Singapore
238891
Telephone:
(65) 6890-6968
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
Copies
to:
William
F. Barron
Davis
Polk & Wardwell
The
Hong Kong Club Building
3A
Chater Road, Hong Kong
Telephone:
(852) 2533-3300
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April
15, 2009
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(Date
of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or
240.13d-l(g), check the following box.
o
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*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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The
information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the
Notes).
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1.
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Names
of Reporting Persons.
Singapore
Technologies Semiconductors Pte Ltd
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or Place of Organization
Singapore
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
5,867,526,883
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
5,867,526,883
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
5,867,526,883
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
62.3%
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14.
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Type
of Reporting Person (See Instructions)
CO
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1.
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Names
of Reporting Persons.
Temasek
Holdings (Private) Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or Place of Organization
Singapore
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
5,867,526,883
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
5,867,526,883
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
5,867,526,883
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13.
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Percent
of Class Represented by Amount in Row (11)
62.3%
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14.
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Type
of Reporting Person (See Instructions)
CO
and HC
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Item
1. Security and Issuer
This
statement on Schedule 13D relates to the ordinary shares (CUSIP
No. 16133R106) (the “
Ordinary Shares
”), including
Ordinary Shares represented by American Depositary Shares (each representing ten
Ordinary Shares) (the “
ADSs
”) of Chartered
Semiconductor Manufacturing Ltd., a company organized and existing under the
laws of the Republic of Singapore (the “
Company
”). The address of the
Company’s principal executive offices is 60 Woodlands Industrial Park D, Street
2, Singapore 738406.
Item
2. Identity and Background
This statement is being filed by
Singapore Technologies Semiconductors Pte Ltd (“
STSPL
”
) and Temasek Holdings (Private) Limited
(“
Temasek
,”
and together with STSPL, the
“
Reporting
Perso
ns
”
).
STSPL is
an investment holding company organized and existing under the laws of the
Republic of Singapore and a wholly-owned subsidiary of Temasek. STSPL’s
principal business address is 60B Orchard Road, #06-18 Tower 2, The
Atrium@Orchard, Singapore 238891. Information regarding the executive officers
and directors of STSPL is set forth in Exhibit 99.1 hereto, and is incorporated
by reference.
Temasek
is an investment holding company organized and existing under the laws of the
Republic of Singapore. Temasek’s sole shareholder is the Minister for Finance
(Incorporated) of Singapore. Temasek’s principal business address is 60B Orchard
Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891. Information
regarding the executive officers and directors of Temasek is also set forth in
Exhibit 99.1 hereto, and is incorporated by reference.
During
the last five years, none of STSPL or Temasek, or, to the knowledge of STSPL and
Temasek, any of the persons listed as directors or executive officers of STSPL
or Temasek in Exhibit 99.1 hereto, respectively, has been convicted in a
criminal proceeding, excluding traffic violations and similar
misdemeanors.
During
the last five years, none of STSPL or Temasek, or, to the knowledge of STSPL and
Temasek, any of the persons listed as directors or executive officers of STSPL
or Temasek in Exhibit 99.1 hereto, respectively, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
STSPL funded the purchases of Ordinary
Shares described in Item 5(c) below (the “
Purchase
Shares
”
) using borrowings from
Temasek
.
Temasek
used working capital to extend such
funds to STSPL.
The
aggregate purchase price for the Purchase S
hares acq
uired
by STSPL is
approximately
S$
305.0 million
(or US$
197.4
million)
1
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Item
4. Purpose of Transaction
The Purchase Shares were acquired in
connection with the rights offering (the “
Rights
Offering
”
) of the Company announced on March 9,
2009 under the te
rms set
forth in the Prospectus Supplement (the “
Prospectus
Supplement
”
) filed with SEC by the Company on March
11, 2009. Prior to the Rights Offering, STSPL was a major shareholder
of the Company, owning
approximately 59.4% of its
then outstanding Ordinary Shares.
The Prospectus Supplement indicates that
the Company proceeded with the Rights Offering for the following reasons: the
crisis in the financial markets and deteriorating economic conditions globally
had adversely impacted many industries, inclu
ding the semiconductor and foundry
industries. It was uncertain how long the downturn would persist and if the
situation would worsen in the coming months. In addition, the volatility in the
credit markets had
1
For
purposes of this Schedule 13D, the U.S. dollar amounts are provided for
information purpose only. The exchange rate of $1.5454=US$1.00 is applied for
the conversion between Singapore dollar and U.S. dollar, which is the exchange
rate reported by Bloomberg L.P. on March 6, 2009 and the exchange rate applied
in the Prospectus Supplement (as defined below).
resulted in uncertainty in the
availability o
f
credit on reasonable terms. Hence, the
Company believed that a pro-active and prudent approach to managing
its
capital resources was critical to its
business. While the Company continued to believe that its cash on hand, existing
working capital, planned
use of existing credit facilities,
credit terms with
its
vendors, and projected cash flows from
operations would be sufficient to meet its capital and research and development,
or R&D, expenditures, debt service obligations, investment and current
liquidit
y needs for at
least the next twelve months, the Company proceeded with the Rights Offering to
strengthen its capital position, and provide itself with additional liquidity to
manage
its
maturing indebtedness, fund planned and
future capital expenditures a
nd for general corporate purposes. The
Company expect
ed
that the Rights Offering would also
improve its debt to equity leverage ratios and further support it in executing
its
technology roadmap as well as long-term
strategy of planned growth. The Company a
lso believed its strengthened capital
position would preserve the confidence and commitment of
its
customer base towards the Company.
After evaluating several potential options, the Company determined that the
Rights Offering would be the best option for i
t and its shareholders given the current
economic environment.
To
support the Rights Offering as a major shareholder of the Company, STSPL (i)
entered into an Irrevocable Undertaking with the Company and joint underwriters
of the Rights Offering (the “
Joint Underwriters
”) on March
9, 2009, pursuant to which STSPL undertook to exercise all of its rights to
subscribe for 4,077,877,184 new Ordinary Shares, which represented its
pro rata
portion, or
approximately 59.4%, of the total number of new Ordinary Shares the Company
issued in the Rights Offering; and (ii) entered into a Standby Purchase
Agreement (the “
Standby
Purchase Agreement
”) with the Joint Underwriters on March 9, 2009,
pursuant to which STSPL agreed to act as a standby purchaser and purchase up to
6,182,933,575 new Ordinary Shares, representing approximately 90.0% of the total
number of new Ordinary Shares offered for subscription in the Rights Offering
(STSPL’s standby purchase commitment would be reduced by the number of Ordinary
Shares subscribed for by it pursuant to the exercise of its
pro rata
entitlement and any
excess rights shares that it acquired).
Each
Reporting Person may conduct ongoing evaluations, at any time and from time to
time, of (a) its business and liquidity objectives, (b) the Company’s financial
condition, business, operations, competitive position, prospects and/or share
price, (c) industry, economic and/or securities markets conditions, (d)
alternative investment opportunities, and (e) other relevant
factors. As a result of such evaluation and other factors, each
Reporting Person may (in each case, subject to any applicable restrictions under
law or contract), at any time and from time to time, (i) (a) purchase or
otherwise acquire additional Ordinary Shares or other securities of the Company,
or instruments convertible into or exercisable for any such securities
(collectively, “
Company
Securities
”), in the open market, in privately negotiated transactions or
otherwise, including by way of proposing either to the Company or its
shareholders an offer to acquire all the remaining stock in the Company not
owned by it and/or (b) sell, transfer or otherwise dispose of Company Securities
in public or private transactions, and/or (ii) acquire or write options
contracts, or enter into derivatives or hedging transactions, relating to
Company Securities, and/or (iii) encourage (including, without limitation,
through communications with directors, management, and existing or prospective
security holders, investors or lenders, of the Company, existing or potential
strategic partners, industry analysts and other investment and financing
professionals) the Company to consider or explore (a) sales, transfers or
acquisitions of assets or businesses, or extraordinary corporate transactions,
such as a merger, reorganization or liquidation involving the Company or any of
its subsidiaries (including transactions in which affiliates of the
Reporting Persons may be proposed as acquirers or as a source of financing), (b)
changing the present board of directors or management, including changing the
number or term of directors or to fill any existing vacancies on the board, (c)
changes in the present capitalization or dividend policy of the Company, (d)
changing the Company’s charter, bylaws or similar organizational instruments or
taking other actions which may impede the acquisition of control of the Company
by any person, (e) causing a class of the Company’s securities to be delisted
from a national securities exchange or to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act,
or
(f) other changes to the Company’s business or structure.
Except as
described above, the Reporting Persons currently have no plans or proposals
which relate to or would result in any of the actions enumerated in paragraphs
(a) through (j) of Item 4 of the form of Schedule 13D promulgated under the
Exchange Act.
Item
5. Interest in Securities of the Issuer
(a) STSPL
beneficially
owns
5,867,526,883
Ordinary Shares, which
constitute
s
62.3
% of the issued Ordinary Shares. This
figure includes the
1,510,324,883
Ordinary Shares owned by STSPL as of
March 9, 2009, the date of the announcement of the Rights Offering.
STSPL does not beneficially own any
Ordinary Shares represented by ADSs
.
By virtue of its ownership of 100% of
STSPL, Temasek could be deemed to share beneficial ownership of the
5,867,526,883
Ordinary Shares beneficially owned by
STSPL, representing
62.3
% of the issued Ordinary
Shares.
Temasek does not
beneficially own any
Ordinary Shares represented by
ADSs.
All
calculations
of percentages of Ordinary Shares
herein are based on information set forth in the Prospectus
Supplement.
(b)
STSPL and,
by
virtue of its ownership of 100% of
STSPL, Temasek share the power to vote or
direct the vote of, and the power to
dispose or direct the disposition of, all the Ordinary Shares
that are owned by
STSPL.
(c)
In connection with the Rights
Offering,
(i) on March 18, 2009, STSPL received 27
Ordinary Share rights for every 10 Ordi
nary S
hares
it
own
ed
as of
5:00 p.m.
Singapore
time,
5:00 a.m
.
New York
time,
on March 18, 2009
;
(ii) on
April 6, 2009, STSPL
submitted an application to exercise all of its
pro rata
entitlement
under the Rights Offering and subscribed for 4,077,877,184 new Ordinary Shares,
at $0.07 per new Ordinary Share, for an aggregate amount of approximately
S$285.5 million (or US$184.7 million);
(iii) on April 6, 2009,
STSPL
submitted an
application to subscribe for, in respect of excess shares under the Rights
Offering, 2,105,056,391 new Ordinary Shares out of which STSPL was allocated
279,324,816 new Ordinary Shares,
at $0.07 per new Ordinary
Share, for an aggregate amount of approximately S$19.6 million (or US$12.7
million);
(iv) on
April 15, 2009, STSPL received 4,357,202,000 new Ordinary Shares as a result of
its subscriptions described in (ii) and (iii) above; and
(v)
STSPL
did not
acquire
any
new Ordinary Shares from the Joint Underwriters pursuant to the Standby
Purchase Agreement.
Following
the completion of the Rights Offering,
STSPL
acquired a total of
4,357,202,000
new Ordinary Shares issued under the Rights Offering, bringing the total of
Ordinary Shares owned by STSPL to 5,867,526,883 shares, or
62.3%.
(d) The Reporting Persons are not
aware of any other
person
with the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, any of the shares of Ordinary Shares
beneficially owned by the Reporting Persons.
(e) Not
applicable
.
Item
6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Other
than as described herein, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between STSPL or Temasek or any person
listed on Exhibit 99.1 hereto, and any person with respect to the securities of
the Company, including but not limited to, transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, including any securities pledged or otherwise subject to
a contingency the occurrence of which would give another person voting power or
investment power over such securities other than standard default and similar
provisions contained in loan agreements.
Item
7. Material to be Filed as Exhibits
Exhibit
99.1:
Information Concerning
Directors and Executive Officers of STSPL and Temasek
Exhibit
99.2: Joint Filing Agreement, dated as of
April 24
, 2009, between STSPL and
Temasek
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Singapore Technologies
Semiconductors Pte Ltd
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By:
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/s/
Lena
Chia Yue Joo
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Name:
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Lena
Chia Yue Joo
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Title:
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Director
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Date:
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April
24, 2009
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Temasek Holdings (Private)
Limited
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By:
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/s/
Lena
Chia Yue Joo
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Name:
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Lena
Chia Yue Joo
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Title:
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Managing
Director, Legal & Regulations
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Date:
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April
24, 2009
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8