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- CHARTERED
ANNOUNCES RIGHTS OFFERING
Eight-for-ten rights offering targeted to raise approximately
US$633 million (S$1,110 million)
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Singapore
Technologies Group has Undertaken to Subscribe for
its Pro-rata Entitlement of 60.5% of Offering |
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Offering
Underwritten by Merrill Lynch |
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Ordinary
Share Rights Price of S$1.00 (Indicative ADS Rights
Price of US$5.71) |
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Represents
Approximate 52% Discount to Chartered's Ordinary
Share Closing Price of S$2.10 per Share and ADS
Closing Price of US$11.85 on August 30, 2002 |
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Rights
Expected to be Listed on SGX and NASDAQ |
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Webcast
Conference Call today, September 2, 2002 at 9 a.m.
Singapore time and tomorrow, September 3, 2002,
at 10 p.m. Singapore time |
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SINGAPORE
- September 2, 2002 - Chartered Semiconductor Manufacturing
(Nasdaq: CHRT and SGX-ST: CHARTERED) today announced it
plans to raise approximately US$633 million by way of
an eight-for-ten rights offering to existing shareholders.
Principal Terms of the Rights Offering
Chartered announces that it plans to raise approximately
US$633 million (S$1,110 million) by way of an eight-for-ten
rights offering to existing shareholders. The rights to
the ordinary shares will be priced at S$1.00 (indicative
ADS rights price of US$5.71 based on current exchange
rates) which represents an approximate 52% discount to
Chartered's last ordinary share closing price of S$2.10
per share (ADS closing price of US$11.85) on 30 August
2002. Pursuant to the rights offering, approximately 1,110
million new ordinary shares will be issued.
Singapore Technologies Group, Chartered's largest shareholder,
has irrevocably undertaken to subscribe for its pro-rata
entitlement of 60.5% of the offer. Merrill Lynch Singapore
is acting as financial adviser to the offer and underwriter
for the portion not pre-committed by the Singapore Technologies
Group (excluding any rights in respect of any shares issued
after the date hereof).
Ordinary shareholders will be entitled to the rights if
they are shareholders at close of trading on September
18, 2002 in Singapore. ADS holders will be entitled to
the rights if they are holders at close of trading on
September 17, 2002 (ET). The Company will be distributing
a Prospectus, application forms, provisional allotment
letters and/or warrant certificates for the Rights Offering
to entitled shareholders and ADS holders. Any entitled
shareholder or entitled ADS holder who wishes to subscribe
for any ordinary share rights or ADS rights, respectively,
must do so in the manner set out in the Prospectus.
The Company will be seeking approval from Singapore Exchange
and NASDAQ for the listing of the rights and the new shares
issuable pursuant to the rights. The offering is expected
to be completed by mid to end of October 2002. For more
details, please read the release announcement filed on
MASNET in Singapore and with the SEC. The release announcement
will also be available on Chartered's web site under the
investor relations section. Additional information can
also be obtained by calling the Shareholder Rights Offering
Helpline below:
U.S.:
(1)800.822.6588
and inform the operator that it is a collect call
to 6877.7077
(Mondays to Fridays 9 a.m. to 7 p.m. ET, Saturdays
9am to 1pm ET) |
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Singapore:
(65) 6877.7055
(Mondays to Fridays 9am to 7pm Singapore time, Saturdays
9 a.m. to 1 p.m. Singapore time)
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Rationale for Rights Offering and Use of Proceeds
Chartered is one of the world's leading independent semiconductor
foundries. We believe our sector has strong long-term
growth potential supported by three major trends: overall
semiconductor industry growth, increased outsourcing from
IDMs (Integrated Device Manufacturers) and the increasing
importance and prevalence of high-growth fabless semiconductor
companies.
Our goal in this offering is to provide for our ongoing
investment needs while maintaining our strong existing
financial position. As of June 30, 2002, our cash and
cash equivalents were US$831 million and in addition,
we had undrawn credit facilities amounting to US$620 million.
The net proceeds of the offering will help us strengthen
our balance sheet and improve our debt-equity level. More
importantly, the additional liquidity from this offering
will give us the flexibility to respond quickly to market
growth opportunities and strengthen our business further.
A substantial portion of our future investment is expected
to be in Fab 7, an all-copper 300mm facility.
We expect that the proceeds of the offering will be used
for our capital expenditure needs, working capital and
general corporate purposes.
After assessing a number of options, the Company determined
that a rights offering represents the most attractive
funding option at this point. The rights offering prevents
dilution to existing shareholders who subscribe and provides
the highest certainty of proceeds for the Company.
We believe that this prudent approach to capital management
is in the interests of all our stakeholders. Additionally,
as semiconductor market conditions improve, raising additional
capital at this time will give us the flexibility to enhance
our competitive position in the future.
Webcast Conference Calls
In connection with this announcement, two special conference
calls have been scheduled, one timed for investors in
Asia and a second call timed for investors in the US and
Europe.
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Conference Call: |
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Singapore time: Today, September 2, 2002, at 9:00
a.m. (US time: 9:00 p.m. ET/6:00 p.m. PT, September
1, 2002). |
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Second Conference Call: |
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US time: Tuesday, September 3, 2002 at 10:00 a.m.
ET/7:00 a.m. PT (Singapore time: 10:00 p.m., September
3, 2002) |
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A webcast of both conference calls will be available to
all interested parties on Chartered's web site at
www.charteredsemi.com, under Investor Information,
Releases & Confcalls.
About Chartered
Chartered Semiconductor Manufacturing, one of the
world's top three silicon foundries, is forging a customized
approach to outsourced semiconductor manufacturing by
building lasting and collaborative partnerships with its
customers. The Company provides flexible and cost-effective
manufacturing solutions for customers, enabling the convergence
of communications, computing and consumer markets. In
Singapore, Chartered operates five fabrication facilities
and has a sixth fab in the process of being developed
as a 300mm facility.
A company with both global presence and perspective,
Chartered is traded on both the Nasdaq Stock Market (Nasdaq:
CHRT) and on the Singapore Exchange (SGX-ST: CHARTERED).
Chartered's 4,000 employees are based at 12 locations
around the world. Information about Chartered can be found
at www.charteredsemi.com.
No Offering
This news release shall not constitute an offer to
sell or the solicitation of any offer to buy nor shall
there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification
under the securities laws of any jurisdiction.
This
news release is not an offer of the Company's securities
for sale in or out of the United States. The Company's
securities may not be offered or sold in the United States
absent registration or an exemption from registration.
Any public offering of the Company's securities to be
made in the United States will be made by means of a prospectus
that may be obtained from the Company and that will contain
detailed information about the Company and management,
as well as financial statements.
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Safe Harbor Statement under the provisions of the United
States Private Securities Litigation Reform Act of 1995
This news release contains forward-looking statements,
as defined in the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995.
These forward-looking statements relate to the Company's
proposed rights offering and reflect the Company'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 those
anticipated. For example, the Company may decide not to
effect the proposed offering or may elect to change the
proposed terms or timing thereof. Although the Company
believes the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, it can
give no assurance that its expectations will be attained.
A description of certain of the risks and uncertainties
which could cause actual results to differ materially
from those indicated in the forward-looking statements
can be found in the section captioned "Risk Factors"
in the Company's Annual Report on Form 20-F filed with
the U.S. Securities and exchange Commission. The Company
undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of
new information, future events or otherwise.
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