Standard Timing
-------- ------
If the average daily trading The Company must wait at least 12
volume ("ADTV") of ordinary months after the Company's Nasdaq
shares and ADSs during a recent delisting and termination of ADR
12-month period in the U.S. is no program.
greater than 5% of the ADTV on a
worldwide basis
At the time of deregistration, the
Company must also meet other
applicable conditions, including the
continuing listing on the SGX-ST as
the Company's primary trading
market for at least 12 months prior
to deregistration.
Less than 300 U.S. holders As soon as the number of U.S.
holders of the Company's ordinary
shares and ADSs falls below 300.
At the time of deregistration, the
Company must also meet other
applicable conditions, including the
continuing listing on the SGX-ST as
the Company's primary trading market
for at least 12 months prior to
deregistration.
Less than 300 holders worldwide As soon as the number of holders of
the Company's ordinary shares and
ADSs worldwide falls below 300.
A delisting from Nasdaq does not exempt the Company from its reporting
obligations under the Exchange Act. The Company must continue to satisfy
its reporting obligations under the Exchange Act, including continuing to
file its annual report on Form 20-F, as long as it remains registered under
the Exchange Act.
The Company is currently exempt from the SGX-ST Listing Rules on the basis
that it is listed on Nasdaq and subject to the reporting obligations under
the Exchange Act. The Company is seeking clarification, and is awaiting a
response, from the SGX-ST on whether the Company would become subject to
the SGX-ST Listing Rules when it becomes delisted from Nasdaq or if and
when it becomes deregistered and its U.S. reporting obligations are
terminated under the Exchange Act.
Rationale for Nasdaq Delisting and Deregistration
The Company's board of directors made the decision to delist from Nasdaq,
and deregister and terminate the Company's reporting obligations under the
Exchange Act based on the following:
-- Following the completion of STSPL's tender offer for all outstanding
ordinary shares, ADSs and convertible bonds issued by the Company in May
2007 and subsequent purchases by STSPL, STSPL became the owner of
approximately 83.0% of the issued ordinary shares of the Company and the
Company's ADS Nasdaq trading volume has declined significantly; and
-- Considering the declining trading volume of the Company's ADSs on
Nasdaq, the Company believes the costs associated with maintaining its
Nasdaq listing and continuing with its U.S. reporting obligations outweigh
the limited benefits of maintaining its Nasdaq listing and registration
under the Exchange Act.
Possible Suspension of or Withdrawal from Listing on SGX-ST
Delisting from Nasdaq will not affect the listing status of the Company's
ordinary shares on the SGX-ST. However, the SGX-ST may suspend the listing
of the Company's ordinary shares on the SGX-ST if STSPL, other substantial
shareholders (i.e., shareholders who have an interest in 5% or more of the
issued ordinary shares) and the Company's directors, together with their
respective associates (as defined in the SGX-ST Listing Rules), own in the
aggregate more than 90% of the issued ordinary shares. STSPL currently owns
approximately 83.0% of the issued ordinary shares of the Company. On May
17, 2007, the Company received notice that one other shareholder has voting
and dispositive control over 5.02% of the issued ordinary shares of the
Company and dispositive but non-voting control over an additional 1.84% of
the issued ordinary shares of the Company. Accordingly, further purchases
of ordinary shares and ADSs by STSPL, other substantial shareholders, the
Company's directors, or their respective associates may result in the
suspension of the listing of the Company's ordinary shares on the SGX-ST.
Furthermore, as discussed above, STSPL and Temasek may seek to cause the
Company to voluntarily delist from the SGX-ST, and have also discussed with
the Company the possibility of the Company voluntarily delisting from the
SGX-ST. However, as any delisting from the SGX-ST is subject to certain
conditions being satisfied, such as obtaining shareholders' approval as
discussed below and making an Exit Offer, there is no certainty as to
whether STSPL and Temasek will proceed to seek a delisting from the SGX-ST.
Furthermore, any voluntary delisting from the SGX-ST is subject to the
decision of the board of directors of the Company. The Company will make an
appropriate announcement in the event a decision is reached on whether or
not to seek a voluntary delisting from the SGX-ST.
Under the SGX-ST Listing Rules, the SGX-ST may agree, upon the Company's
application, to delist the Company if, subject to compliance with other
requirements under the SGX-ST Listing Rules, the proposal to delist is
approved at a general meeting by a majority of at least 75% of the ordinary
shares held by the shareholders present and voting on a poll, and the
proposal is not voted against by 10% or more of the ordinary shares held by
the shareholders present and voting on a poll. On a poll, each shareholder
has one vote for each share that the shareholder holds. Under the SGX-ST
Listing Rules, the Company's directors and the controlling shareholder of
the Company (namely, STSPL) may vote on the proposal to delist.
Delisting from the SGX-ST would mean that shareholders who continue to hold
the ordinary shares after such delisting would hold shares in an unlisted
company, and it is likely to be difficult for such shareholders to sell
their ordinary shares in the absence of a public market for the ordinary
shares. Furthermore, the Company after delisting would no longer be obliged
to comply with the SGX-ST Listing Rules, in particular the corporate
disclosure requirements applicable to listed companies, substantially
reducing the information required to be furnished by the Company to its
shareholders and to the SGX-ST.
Important Information
This communication does not constitute an offer to purchase, sell or
exchange or the solicitation of an offer to purchase, sell or exchange any
securities under the Exchange Act. The ordinary shares of the Company may
not be offered or sold in the United States except pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or
pursuant to a valid exemption from registration.
Forward-looking Statements
Certain statements in this release, including statements regarding the
Company's intention to withdraw the ADSs from listing on Nasdaq, amend and
terminate the ADR program, terminate the registration of its ordinary
shares and ADSs and reporting obligations under the Exchange Act, the
possible establishment of an unsponsored ADR program and trading of any
such unsponsored ADSs on the over-the-counter market, and the continued
trading and listing of the Company's ordinary shares on the SGX-ST, are
forward-looking statements that involve a number of risks and uncertainties
that could cause actual events or results to differ materially from those
described in this release. Factors that could cause actual results to
differ from our expectations include, but are not limited to, the ability
to meet the applicable requirements for the termination of registration
under the Exchange Act, and the ability to meet specific conditions imposed
for the continued listing or delisting of the Company's securities on the
SGX-ST. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
About STATS ChipPAC Ltd.
STATS ChipPAC Ltd. ("STATS ChipPAC" or the "Company") (Contact Information: Investor Relations Contact: Tham Kah Locke Vice President of Corporate Finance Tel: (65) 6824 7788 Fax: (65) 6720 7826 email: Media Contact: Lisa Lavin Senior Marcom Manager Tel: (208) 939 3104 Fax: (208) 939 4817 email: