Wholly-Owned Subsidiary of ATIC Issues Notice of Expected Effective Date, Expected Settlement Date & Expected Preference Shar...
10 12월 2009 - 5:00PM
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 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 Acquiror's 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.
Unless otherwise defined, terms used in
this Announcement shall have the same meanings as defined in the
CRPS Offer Letter.
2. NOTICE OF EXPECTED
EFFECTIVE DATE, EXPECTED SETTLEMENT DATE AND EXPECTED 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. The Company had on 26
November 2009 announced that the Effective Date is expected to be
on 18 December 2009. Accordingly, the Acquiror wishes to announce
that it has today sent a letter to the Preference Share Holders
notifying them of the expected Effective Date, the expected
Settlement Date and the expected Preference Share Offer Price (the
"Letter"). A copy of
the Letter is attached as an appendix to this Announcement.
3. 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 AzarDirector9 December 2009
Any enquiries relating to the acceptance procedures for the
Preference Share Offer should be directed to:
Audrey ChanEmail: audrey.chan@bnymellon.comTelephone: +65 6432
0355 (during office hours)
Carol AuEmail: 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
9 December 2009
To: The Holders of Convertible Redeemable Preference Shares of
Chartered Semiconductor Manufacturing Ltd.
Dear Sir/Madam
1. Introduction
Reference is made to the offer letter (the
"CRPS Offer Letter")
dated 12 October 2009 issued by ATIC International Investment
Company LLC (the "Acquiror") to the holders (the
"Preference Share
Holders") of convertible redeemable preference shares
(the "CRPS") in the
capital of Chartered Semiconductor Manufacturing Ltd. (ISIN
XS0225408821) (the "Company") in relation to the
Acquiror's 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.
Unless otherwise defined, terms used in
this Letter shall have the same meanings as defined in the CRPS
Offer Letter.
2. Notice of expected Effective Date, expected
Settlement Date and expected 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. The Company had on 26
November 2009 announced that the Effective Date is expected to be
on 18 December 2009. Accordingly, the Acquiror hereby notifies you
that, unless otherwise announced from time to time by the
Company prior to the expected Effective Date, the Effective Date is
expected to be on 18 December 2009.
Following from the expected Effective Date
as mentioned above, the Acquiror hereby further notifies you
that:
(a) 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 expected Effective
Date is expected to be 28 December 2009; and
(b) the Preference Share Offer
Price which is an amount in United States Dollars equal to the
Early Redemption Price determined by reference to the expected
Effective Date is expected to 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 expected Effective Date, the Preference Share Offer
Price shall be reduced by the amount of such dividend or
distribution.
3. Expected Close of the Preference Share
Offer
The Preference Share Offer will remain
open for acceptance by Preference Share Holders at any time from
the date of the CRPS Offer Letter until 5.30 p.m. (Singapore time)
on the Effective Date, 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 prior to the Effective Date.
Accordingly, unless otherwise extended,
the Offer Period for the Preference Share Offer is expected to
close at 5.30 p.m. (Singapore time) on 18 December 2009.
4. 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
Chartered Semiconductor Manufacturing Ltd. (MM) (NASDAQ:CHRT)
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