Rights Offering oversubscribed with applications totaling
approximately 144 percent of the Offering Size
Unless otherwise defined, all capitalised terms used herein shall
bear the same meaning as in Chartered’s announcement dated March 9, 2009
in relation to its renounceable underwritten rights offering.
Chartered Semiconductor Manufacturing Ltd.
(Nasdaq:CHRT)(SGX-ST:CHARTERED) today announced the results of its
27-for-10 Rights Offering, the subscription period of which ended on
April 6, 2009. The Rights Offering was oversubscribed with Subscriptions
and Excess Applications (each as defined below) totaling approximately
144 percent of the total number of 6,869,926,194 Rights Shares
offered for subscription (directly or in the form of Rights ADSs)
under the Rights Offering (the “Offering Size”). Net proceeds
from the Rights Offering are expected to be approximately US$300 million.
The Rights Offering will strengthen Chartered’s capital position, and
provide Chartered with additional liquidity to manage its maturing
indebtedness, fund planned and future capital expenditures, and for
general corporate purposes. The Rights Offering will also improve
Chartered’s debt to equity leverage ratios and further support Chartered
in executing its technology roadmap as well as long-term strategy of
planned growth. Chartered also believes the strengthened capital
position will preserve the confidence and commitment of its customer
base towards Chartered.
Subscription and Excess Application Results
As at the close of the subscription period for the Rights Offering on
April 6, 2009, the Rights Offering was oversubscribed. A total of
9,863,594,873 Rights Shares (directly or in the form of Rights ADSs)
have been validly subscribed for pursuant to the exercise of Share
Rights and ADS Rights (“Subscriptions”) and pursuant to
applications for excess Rights Shares and excess Rights ADSs (“Excess
Applications”). This represents approximately 144 percent of the
Offering Size.
Details of valid Subscriptions and Excess Applications received are as
follows:
|
|
|
|
Number of Rights Shares
(directly or in the form of
Rights ADSs)
|
|
|
As a percentage of
the Offering Size
|
|
Subscriptions
|
|
|
6,498,268,407
|
|
|
95%
|
|
Excess Applications
|
|
|
3,365,326,466
|
|
|
49%
|
|
Total
|
|
|
9,863,594,873
|
|
|
144%
|
|
|
|
|
|
|
|
|
Such Subscriptions and Excess Applications include the Subscription by
Singapore Technologies Semiconductors Pte Ltd (“STS”) for its pro
rata entitlement (representing approximately 59.36 percent of the
Offering Size) and its Excess Application.
As the Rights Offering was oversubscribed, no Rights Shares are required
to be purchased by any Underwriter, and accordingly, STS, pursuant to
the Underwriting Agreement and the Standby Purchase Agreement,
respectively.
Excess Applications
A total of 371,657,787 Rights Shares (directly or in the form of Rights
ADSs) for which valid Subscriptions were not received will be allocated
and allotted to satisfy valid Excess Applications. Such allocation and
allotment will be made at the discretion of Chartered primarily based on
each applicant’s relative shareholding in Chartered as of the Books
Closure Date and the ADS Record Date, as the case may be, provided that
no applicant shall be allocated or allotted more excess Rights Shares
than the number for which it has applied. Priority will be given to the
rounding of odd lots for holders of Share Rights but otherwise, no
distinction will be made between directors, substantial shareholders,
other shareholders of Chartered and other applicants for excess Rights
Shares.
Definitive Rights ADS Price
The definitive Rights ADS Price is US$0.46 per Rights ADS. This is the
US dollar equivalent of the Rights Share Price multiplied by 10 (each
ADS representing 10 Shares), based on the prevailing US dollar to
Singapore dollar exchange rate on April 6, 2009, the last day of the
Rights Shares subscription period.
Allotment of Rights Shares and Rights ADSs
Successful subscribers for Rights Shares with CDP Securities Accounts,
including those who have elected to receive their Rights Shares in their
respective CDP Securities Accounts, will receive, within 14 days after
the close of the subscription period for the Rights Shares on April 6,
2009, a notification from CDP stating the number of Rights Shares that
have been credited to their respective CDP Securities Accounts.
Successful subscribers for Rights Shares holding certificated Shares
will receive a share certificate representing the number of Rights
Shares subscribed for by them within 10 market days after the close of
the Rights Shares subscription period on April 6, 2009.
Citibank, N.A., the depositary for ADSs, will issue and deliver the
Rights ADSs successfully subscribed for pursuant to the Rights Offering
as soon as practicable after the Rights Shares underlying such Rights
ADSs have been credited to CDP and the Rights Shares have been delivered
to the ADS custodian in Singapore.
Refunds
Subscription moneys accompanying invalid Subscriptions or
invalid/unsuccessful Excess Applications for Rights Shares will be
refunded, without interest or any share of revenue or other benefit
arising therefrom, within 14 days after the close of the subscription
period for the Rights Shares on April 6, 2009, by way of a crossed
cheque drawn on a bank in Singapore or (where such acceptances or
applications have been made through automated teller machines) by
crediting each subscriber’s bank account with the relevant Participating
Bank.
Subscription moneys accompanying invalid Subscriptions or
invalid/unsuccessful Excess Applications for Rights ADSs will be
refunded by the ADS rights agent, net of any amounts otherwise owed to
the ADS rights agent in connection with the exercise of ADS Rights
including the applicable issuance fee, without interest.
Distribution of Net Sale Proceeds of Share Rights to Ineligible
Shareholders
A total of 21,456,052 Share Rights which would otherwise have been
provisionally allotted to ineligible shareholders of Chartered have been
sold on the SGX-ST. The net proceeds of such sale (after deducting
applicable fees, taxes and expenses) amounting to S$644,074.27 will be
paid to such ineligible shareholders, based on the number of Share
Rights they would have been entitled to at S$0.03 per Share Right.
However, amounts smaller than S$10.00 payable to a single or joint
shareholder from the sale of Share Rights will be retained by Chartered
and will not be distributed to such shareholders.
Issue and Listing of Rights Shares
The Rights Shares are expected to be issued on or about April 15, 2009
and listed and quoted on the SGX-ST on or about April 16, 2009.
Completion of the issue of the Rights Shares will be announced via
SGXNET in due course.
The Rights ADSs are expected to be listed and quoted on the Nasdaq
Global Select Market on or about April 16, 2009 and distributed on or
about April 17, 2009.
The Rights Shares and Rights ADSs will, when issued and fully paid, rank
equally in all respects with the then existing Shares and ADSs,
respectively, except that they will not qualify for any dividends,
rights, allotments or other distributions the record date for which
falls before the date of issue of the Rights Shares and the Rights ADSs,
respectively.
Odd-Lot Trading Facility
The temporary counter to facilitate the trading of Shares in board lots
of 100 Shares will be maintained for a period of only one calendar month
commencing at 9.00 a.m. on April 16, 2009 and ending at 5.00 p.m. on May
15, 2009.
Important Notice
Chartered has filed a registration statement (including a prospectus)
with the United States Securities and Exchange Commission (“SEC”) for
the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other
documents Chartered has filed with the SEC for more complete information
about Chartered and the Rights Offering. You may get these documents for
free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, Chartered, any underwriter or any dealer participating in
the offering will arrange to send you the prospectus if you request it
by calling toll-free in the U.S. on +1-800-584-6837.
About Chartered
Chartered Semiconductor Manufacturing Ltd. (Nasdaq: CHRT, SGX-ST:
CHARTERED), one of the world’s top dedicated semiconductor foundries,
offers leading-edge technologies down to 40/45 nanometer (nm), enabling
today’s system-on-chip designs. The company further serves its
customers’ needs through a collaborative, joint development approach on
a technology roadmap that extends to 22nm. Chartered’s strategy is based
on open and comprehensive design enablement solutions, manufacturing
enhancement strategies, and a commitment to flexible sourcing. In
Singapore, the company owns or has an interest in six fabrication
facilities, including a 300mm fabrication facility and five 200mm
facilities. Information about Chartered can be found at www.charteredsemi.com.
Safe Harbor Statement under the provisions of the United States
Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements, as defined in
the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements, include without
limitation, statements relating to Chartered’s capital position and
improved debt to equity leverage ratios following the rights offering,
its technology roadmap and planned growth strategy, and customers’
confidence and commitment towards the Company. These statements reflect
Chartered’s current views with respect to future events and financial
performance and are subject to certain risks and uncertainties, which
could cause actual results to differ materially from historical results
or those anticipated. Although Chartered believes the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, Chartered can give no assurance that its expectations will
be attained. In addition to the foregoing factors, a description of
certain other risks and uncertainties which could cause actual results
to differ materially can be found in “Item 3. Key Information — D. Risk
Factors” in Chartered’s 2008 annual report on Form 20-F filed with the
SEC. You are cautioned not to place undue reliance on these
forward-looking statements, which reflect management’s current analysis
of future events. Chartered undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Unless otherwise specified,
references to “US$” are to United States dollars, the lawful currency of
the United State of America, and references to “S$” are to Singapore
dollars, the lawful currency of the Republic of Singapore.
Chartered Semiconductor Manufacturing Ltd.
Investor Contacts:
Suresh
Kumar, (1) 408.941.1110
sureshk@charteredsemi.com
or
Lim
Li Chuen, (65) 6360.4060
lclim@charteredsemi.com
or
Media
Contacts:
Chartered U.S.:
Tiffany
Sparks, (1) 408.941.1185
tiffanys@charteredsemi.com
or
Chartered
Singapore:
Celestine Lim, (65) 6360.4017
celestinelim@charteredsemi.com
or
For
Chartered:
Kreab Gavin Anderson
Terence Foo, (65)
6339.9110 / (65) 9878.8787
tfoo@kreabgavinanderson.com
or
For
Chartered:
Kreab Gavin Anderson
Lim Yuan See, (65)
6339.9110 / (65) 9369.2250
ylim@kreabgavinanderson.com