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Summary of the Offering Issuer . . . . . . . . . . . . . . . . . . . . . . . Tiger Airways Holdings Limited, a company with limited liability incorporated under the laws of Singapore on 1 February 2007. The Vendor . . . . . . . . . . . . . . . . . . . Indigo Singapore Partners, L.P., a limited partnership established under the laws of the state of Delaware. Grantor of the Over-allotment Option. . . . . . . . . . . . . . . . . . . . . Ryanasia Limited, a limited liability company incorporated under the laws of Ireland. The Offering . . . . . . . . . . . . . . . . . . 165,155,000 Offering Shares offered through the International Offering and the Singapore Public Offer (subject to the Overallotment Option), comprising 155,556,000 Issue Shares and 9,599,000 Vendor Shares. The completion of the Singapore Public Offer is conditional upon the completion of the International Offering. The International Offering. . . . . . . . 152,769,000 Offering Shares, representing approximately 92.5% of the total Offering Shares, offered at the Offering Price (i) in the United States only to qualified institutional buyers in reliance on Rule 144A and (ii) outside the United States to certain persons (including to institutional and other investors in Singapore not subscribing and/or purchasing in the Singapore Public Offer) in offshore transactions in accordance with Regulation S. These Shares are underwritten by the International Underwriters at the Offering Price. If for any reason, the Offering Price is not agreed upon among us, the Vendor, Ryanasia and the Underwriters, the International Offering will not proceed. The Singapore Public Offer . . . . . . . 12,386,000 Offering Shares representing approximately 7.5% of the total Offering Shares, offered at the Offering Price by way of a public offer in Singapore. The completion of the Singapore Public Offer is conditional upon the completion of the International Offering. These Shares are underwritten by the Singapore Underwriters at the Offering Price. If for any reason, the Offering Price is not agreed upon among us, the Vendor, Ryanasia and the Underwriters, the Singapore Public Offer will not proceed. Clawback and Re-allocation . . . . . . . The Offering Shares may be re-allocated between the International Offering and the Singapore Public Offer, for example, in the event of an under-subscription in one and an over-subscription in the other, at the discretion of the Underwriters (in consultation with us and the Vendor). Unless we indicate otherwise, all information inthis document assumes that no Offering Shares have been reallocated between the International Offering and the Singapore Public Offer. Price Determination. . . . . . . . . . . . . The Offering Price will be determined following a book-building process by agreement among the Underwriters, the Vendor, Ryanasia and us on the Price Determination Date, which is expected to be 18 January 2010, which date is subject to change. If for any reason the Offering Price is not agreed upon among the Underwriters, the Vendor, Ryanasia and us, the Offering will not proceed and all application monies in respect of the Singapore Public Offer will be refunded (without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against us, the Vendor, Ryanasia or the Underwriters) to all applicants at their own risk, provided that such refunds are made in accordance with the procedures set out under “Terms, Conditions and Procedures for Application for the Offering Shares under the Singapore Public Offer” in Appendix B to this document. Among the factors that will be taken into account in determining the Offering Price are the demand for our Shares under the Offering and the prevailing conditions in the securities markets. Notice of the actual Offering Price will be published in one or more major Singapore newspapers, such as Today, The Straits Times, The Business Times and Lianhe Zaobao, not later than two calendar days after the Price Determination Date. Maximum Offering Price . . . . . . . . . S$1.65 per Offering Share. Investors applying in the Singapore Public Offer are required to pay the Maximum Offering Price, subject to refund if and to the extent that the Offering Price is less than the Maximum Offering Price. Subscription for the Singapore Public Offer. . . . . . . . . . . . . . . . . Prospective investors applying for Offering Shares under the Singapore Public Offer by way of Application Forms or Electronic Applications (both as referred to under “Terms, Conditions and Procedures for Application for the Offering Shares under the Singapore Public Offer” in Appendix B to this document) will pay the Maximum Offering Price on application, subject to a refund of the full amount or, as the case may be, the balance of the application monies where (i) an application is rejected or accepted in part only; (ii) the Offering does not proceed for any reason; or (iii) the Offering Price is less than the Maximum Offering Price. For the purpose of illustration, an investor who applies for 1,000 Offering Shares by way of an Application Form or an Electronic Application under the Singapore Public Offer will have to pay S$1,650, which is subject to a refund of the full amount or the balance thereof (without interest or any share of revenue or other benefit arising therefrom), as the case may be, upon the occurrence of any of the foregoing events. The minimum initial subscription is for 1,000 Offering Shares. An applicant may subscribe for a larger number of Offering Shares in integral multiples of 1,000.
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