Published: February 08, 2010
Wholly-Owned Subsidiary of ATIC Issues Notice of Further Extension of Preference Share Offer for GLOBALFOUNDRIES Singapore Convertible Redeemable Preference Shares to 17 August 2010
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
GLOBALFOUNDRIES Singapore Pte. Ltd.
(previously known as Chartered Semiconductor Manufacturing Ltd. and
converted to a private limited company on 15 January 2010)
(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 GLOBALFOUNDRIES Singapore Pte. Ltd. (previously known as
Chartered Semiconductor Manufacturing Ltd. and converted to a private
limited company on 15 January 2010) (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;
(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; and
(v) the announcement dated 18 January 2010 in relation to the issue of
the notice dated 15 January 2010 by the Acquiror to the Preference Share
Holders on the extension of the Offer Period to 5 February 2010 (the "Second
Extension Announcement").
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 Second Extension Announcement that 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.
The Acquiror wishes to announce that it has today 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 17 August 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 17 August 2010 (the "Letter").
Accordingly, the Preference Share Offer will close at 5.30 p.m.
(Singapore time) on 17 August 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 17 August 2010 and
unless extended, the Preference Share Offer will no longer be open for
acceptance after 5.30 p.m. (Singapore time) on 17 August 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
As of 5.30 p.m. on 4 February 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 (within four (4) months after the date of the
CRPS Offer Letter) 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 that there is no assurance
that, on the maturity date of the CRPS, being 17 August 2010, the
Company will have funds legally available to make payment for the
redemption amount of US$10,000 for each CRPS.
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.
In connection with any conversion of the CRPS, your attention is also
drawn to the amendments to the Articles following the passing of Special
Resolution (1) and Special Resolution (2) at the EGM and Class Meeting
(as the case may be), on 4 November 2009. The conversion price per
Company Share is US$4.12. As set out in the summary of proposal
accompanying the Notice of EGM, new Company Shares which are issued
(including on conversion of the CRPS) to any person other than the
Acquiror will be compulsorily acquired by the Acquiror at the
consideration of S$2.68 per new Company Share.
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
5 February 2010
Any enquiries relating to the settlement procedures for the
Preference Share Offer should be directed to:
Ross E. Maree
The Bank of New York Mellon
Email:
ross.maree@bnymellon.com
Telephone:
+65 6432 0416 (during office hours)
Carol Au
The Bank of New York Mellon
Email: carol.au@bnymellon.com
Telephone:
+65 6432 0252 (during office hours)
APPENDIX
ATIC International Investment Company LLC
(Incorporated in
Abu Dhabi)
(Commercial Registration Number. 1170717)
Mamoura
Building A
Muroor Road
Abu Dhabi, United Arab Emirates
5 February 2010
To: The Holders of Convertible Redeemable Preference Shares of
GLOBALFOUNDRIES Singapore Pte. Ltd. (previously known as Chartered
Semiconductor Manufacturing Ltd. and converted to a private limited
company on 15 January 2010)
Dear Sir/Madam
1. Introduction
ATIC International Investment Company LLC (the "Acquiror")
refers to:
(a) 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 GLOBALFOUNDRIES Singapore Pte. Ltd. (previously known as
Chartered Semiconductor Manufacturing Ltd. and converted to a private
limited company on 15 January 2010) (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;
(b) 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;
(c) 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;
(d) the notice dated 18 December 2009 issued by the Acquiror to the
Preference Share Holders in relation to the determined Effective Date,
Settlement Date, Preference Share Offer Price and Preference Share Offer
being declared unconditional in all respects; and
(e) the notice dated 15 January 2010 issued by the Acquiror to the
Preference Share Holders in relation to the extension of the Offer
Period to 5 February 2010 (the "Second
Extension Notice").
Unless otherwise defined, terms used in this Letter shall have the same
meanings as defined in the CRPS Offer Letter.
2. Further Extension of Offer Period
It was stated in Second Extension Notice that 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.
The Acquiror hereby notifies you that the Offer Period shall be
further extended to 5.30 p.m. (Singapore time) on 17 August 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 17 August 2010.
Accordingly, the Preference Share Offer will close at 5.30 p.m.
(Singapore time) on 17 August 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 17 August 2010 and
unless extended, the Preference Share Offer will no longer be open for
acceptance after 5.30 p.m. (Singapore time) on 17 August 2010 and any
acceptances received thereafter will be rejected.
3. Level of Acceptances
As of 5.30 p.m. on 4 February 2010, the Acquiror has received valid
acceptances amounting to 24,950 CRPS, representing approximately 88.01%
of the issued preference share capital of the Company1. 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 (within four (4) months after the date of the
CRPS Offer Letter) 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 that there is no assurance
that, on the maturity date of the CRPS, being 17 August 2010, the
Company will have funds legally available to make payment for the
redemption amount of US$10,000 for each CRPS.
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.
In connection with any conversion of the CRPS, your attention is also
drawn to the amendments to the Articles following the passing of Special
Resolution (1) and Special Resolution (2) at the EGM and Class Meeting
(as the case may be), on 4 November 2009. The conversion price per
Company Share is US$4.12. As set out in the summary of proposal
accompanying the Notice of EGM, new Company Shares which are issued
(including on conversion of the CRPS) to any person other than the
Acquiror will be compulsorily acquired by the Acquiror at the
consideration of S$2.68 per new Company Share.
6. 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
1 The total number of CRPS in issue is 28,350 CRPS.
The Bank of New York Mellon
Ross E. Maree, +65 6432 0416
(during office hours)
ross.maree@bnymellon.com
Carol
Au, +65 6432 0252 (during office hours)
carol.au@bnymellon.com
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