Chartered Semiconductor Manufacturing
Ltd.(Nasdaq:CHRT)(SGX-ST:CHARTEREDSC):
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;
and
(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.
Unless otherwise defined, terms used in
this Announcement shall have the same meanings as defined in the
CRPS Offer Letter.
2. NOTICE OF EFFECTIVE
DATE, SETTLEMENT DATE AND PREFERENCE SHARE OFFER
PRICE
It is stated in the CRPS Offer Letter that
the Acquiror will give notice of the Effective Date, the Settlement
Date and the Preference Share Offer Price as soon as possible once
the Effective Date has been determined. As stated in the CRPS Offer
Letter, the Preference Share Offer is conditional on the Scheme
become effective. The Scheme is conditional on the Scheme
Conditions being satisfied (or waived, where applicable). The
Company has on 18 December 2009 announced that it has lodged a copy
of the order of the Court approving the Scheme under Section 210 of
the Companies Act (the "Court
Order") with the Accounting and Corporate Regulatory
Authority of Singapore (the "ACRA"). With the lodgement of the
Court Order with the ACRA, the last of the Scheme Conditions has
been satisfied and accordingly, the Scheme has on 18 December 2009
become effective. Accordingly, the Acquiror wishes to announce that
it has today sent a letter to the Preference Share Holders
notifying them of inter alia:
(i) the Effective Date;
(ii) the Settlement Date; and
(iii) the Preference Share Offer
Price,
(the "Letter").
A copy of the Letter is attached as an
appendix to this Announcement.
3. PREFERENCE SHARE
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
With the Scheme becoming effective on 18
December 2009, the Acquiror wishes to announce that the
Preference Share Offer has become and is hereby declared
unconditional in all respects on the date of this
Announcement.
The Preference Share Offer is not
conditional upon a minimum number of acceptances of the Preference
Share Offer being received.
4. 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) on the Effective Date ("Fundamental Change Redemption");
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.
5. 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 AzarDirector18 December 2009
Any enquiries relating to the settlement procedures for the
Preference Share Offer should be directed to:
Ross E. MareeThe Bank of New York MellonEmail:
ross.maree@bnymellon.comTelephone: +65 6432 0416 (during office
hours)
Carol AuThe Bank of New York MellonEmail:
carol.au@bnymellon.comTelephone: +65 6432 0252 (during office
hours)
APPENDIX
ATIC International Investment
Company LLC(Incorporated in Abu Dhabi)(Commercial Registration
Number. 1170717)Mamoura Building AMuroor RoadAbu Dhabi, United Arab
Emirates
18 December 2009
To: The Holders of Convertible Redeemable Preference Shares of
Chartered Semiconductor Manufacturing Ltd.
Dear Sir/Madam
1. Introduction
ATIC International Investment Company LLC
(the "Acquiror")
refers to:
(iii) 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;
(iv) the notice dated 9 December 2009
issued by the Acquiror to the Preference Share Holders in relation
to the expected Effective Date, expected Settlement Date, expected
Preference Share Offer Price and expected close of the Preference
Share Offer; and
(v) the notice dated 16 December 2009
issued by the Acquiror to the Preference Share Holders in relation
to the extension of the Offer Period to 15 January 2010.
Unless otherwise defined, terms used in this Letter shall have
the same meanings as defined in the CRPS Offer Letter.
2. Notice of Effective Date, Settlement Date and
Preference Share Offer Price and Preference Share Offer Declared
Unconditional in all respects
It is stated in the CRPS Offer Letter that
the Acquiror will give notice of the Effective Date, the Settlement
Date and the Preference Share Offer Price as soon as possible once
the Effective Date has been determined. As stated in the CRPS Offer
Letter, the Preference Share Offer is conditional upon the Scheme
becoming effective. The Scheme is conditional on the Scheme
Conditions being satisfied (or waived, where applicable). The
Company has on 18 December 2009 announced that it has lodged a copy
of the order of the Court approving the Scheme under Section 210 of
the Companies Act (the "Court
Order") with the Accounting and Corporate Regulatory
Authority of Singapore (the "ACRA"). With the lodgement of the
Court Order with the ACRA, the last of the Scheme Conditions has
been satisfied and accordingly, the Scheme has on 18 December 2009
become effective. Accordingly, the Acquiror hereby notifies you
that:
(a) the Preference Share Offer has become
and is hereby declared unconditional in all respects on the date of
this letter. The Preference Share Offer is not conditional upon a
minimum number of acceptances of the Preference Share Offer being
received;
(b) the Effective Date of the
Scheme is 18 December 2009;
(c) the Settlement Date in respect
of valid acceptances of the Preference Share Offer which are
complete in all respects and in accordance with the instructions
given in the CRPS Offer Letter or as otherwise waived by the
Acquiror and which are received on or before the expiration of the
Offer Period shall be:
(i) 28 December 2009, in respect of
acceptances received on or before the Effective Date; or
(ii) not later than ten (10) days after
the date of receipt by the Acquiror, in respect of acceptances
received after the Effective Date; and
(d) the Preference Share Offer
Price which is an amount in United States Dollars equal to the
Early Redemption Price determined by reference to the Effective
Date shall be US$9,777.82, provided that if any dividend or
distribution with respect to the CRPS is declared on or after the
Announcement Date, and such dividend or distribution is paid or
made to Preference Share Holders of record as at any date prior to
the Effective Date, the Preference Share Offer Price shall be
reduced by the amount of such dividend or distribution. The
Preference Share Offer Price will remain the same regardless of
whether acceptances are tendered on or prior to the Effective Date
or thereafter.
3. Close of the Preference Share Offer
As notified to you on 16 December 2009,
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.
4. 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) on the Effective Date ("Fundamental Change Redemption");
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.
5. Responsibility Statement
The directors of the Acquiror and ATIC
(including any director who may have delegated detailed supervision
of this Letter) have taken all reasonable care to ensure that the
facts stated and the opinions expressed in this Letter (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 Letter, the omission of which would make any
statement in this Letter 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
Letter. The directors of the Acquiror and ATIC do not accept any
responsibility for any information relating to or opinions
expressed by the Company.
Yours faithfully,
ATIC International Investment Company LLC
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