OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING AMERICAN DEPOSITORY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING ONE CLASS A SHARE)
OF
ANANGEL-AMERICAN SHIPHOLDINGS LIMITED
AT
$5.00 NET PER AMERICAN DEPOSITORY SHARE
BY
SUPERIOR NAVIGATION LTD.
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, MARCH 29, 2002, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
February 12, 2002
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Superior Navigation Ltd., (the "Offeror"), a corporation incorporated under
the laws of Liberia, is making an offer to purchase all of the existing
unconditionally allotted or issued and fully paid American Depository Shares
("ADSs"), of Anangel-American Shipholders Limited (the "Company"), a company
organized under the laws of the Cayman Islands, at a price of $5.00 per ADS, net
to the seller in cash, without interest thereon (the "ADS Offer Price"), on the
terms and subject to the conditions set forth in the Offer to Purchase, dated
February 12, 2002 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as they may be amended and supplemented from time to time,
together constitute the "Offer"), copies of which are enclosed herewith. Any
Holders who desire to tender ADSs and whose certificates evidencing such ADSs
(the "Certificates") are not immediately available, or who cannot comply with
the procedures for book-entry transfer described in the Offer to Purchase on a
timely basis, may tender such ADSs by following the procedures for guaranteed
delivery set forth in Section "The Offer - Procedures For Tendering ADSs and
Ordinary Shares" in the Offer to Purchase. Please furnish copies of the enclosed
materials to those of your clients for whose accounts you hold ADSs in your name
or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated February 12, 2002.
2. The Letter of Transmittal (together with accompanying Substitute
Form W-9 and Guidelines and Form W-8BEN) to tender ADSs for your use and
for the information of your clients. Copies of the Letter of Transmittal
may be used to tender ADSs.
3. The Notice of Guaranteed Delivery for ADSs to be used to accept the
Offer if the procedures for tendering ADSs set forth in the Offer to
Purchase cannot be completed prior to the Expiration Time (as defined in
the Offer to Purchase).
4. A printed form of letter which may be sent to your clients for
whose accounts you hold ADSs registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
5. Instructions for Form W-8BEN.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY,
MARCH 29, 2002, UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The ADS Price is $5.00 per ADS, net to the seller in cash, without
interest thereon, as set forth in Section "Introduction" to the Offer to
Purchase.
2. The Offer is conditioned on, among other things, there being validly
tendered and not properly withdrawn prior to the expiration of the Offer a
number of ADSs and Ordinary Shares which represent at least 90% of the issued
and outstanding ADSs and Ordinary Shares prior to the expiration of the Offer
(the "Minimum Condition"). The Offeror may, at any time, amend the Minimum
Condition to equal the number of ADSs representing at least a majority of the
total number of votes of the ADSs on a fully diluted basis and the satisfaction
of certain other terms and conditions. See Sections "The Offer - Terms of the
Offer" and "The Offer - Conditions of the Offer" in the Offer to Purchase.
3. The Offer is being made for all of the unconditionally allotted or
issued and fully paid ADSs.
4. Holders of ADSs ("Holders") who tender ADSs pursuant to the Offer whose
ADSs are registered in their own name and who tender directly to The Bank of New
York, (the "Depositary"), will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of ADSs pursuant to the Offer.
However, federal income tax backup withholding at a rate of 30% may be required,
unless an exemption is available or unless the required tax identification
information is provided. See Section "The Offer - Certain Tax Consequences" in
the Offer to Purchase and "Important Tax Information" in the Letter of
Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Friday, March 29, 2002, unless the Offer is extended. See Section
"The Offer - Withdrawal Rights" in the Offer to Purchase.
6. The Independent Committee of the Board of Directors of the Company has
endorsed the Offer subject to obtaining an opinion of an independent investment
adviser that the Offer was fair to holders of Shares other than Xxxxxxxxxxxxx
family interests, which opinion was obtained.
7. Notwithstanding any other provision of the Offer, payment for ADSs
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) Certificates or, if such ADSs are held in
book-entry form, timely confirmation of a book-entry transfer (a "Book-Entry
Confirmation") of such ADSs into the Depositary's account at The Depository
Trust Company, such Certificates or a Book-Entry Confirmation, if available,
with respect to such Certificates (unless the Offeror elects, in its sole
discretion, to make payment for the ADSs pending receipt of such Certificates or
a Book-Entry Confirmation, if available, with respect to such Certificates),
(ii) a properly completed and duly executed Letter of Transmittal or a copy
thereof with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message (as defined in Section "The Offer - Procedures for
Tendering ADSs and Ordinary Shares" in the Offer to Purchase)), and (iii) any
other documents required by the Letter of Transmittal. Accordingly, tendering
Holders may be paid at different times depending upon when Certificates for ADSs
or Book-Entry Confirmations with respect to ADSs are actually received by the
Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE ADS OFFER PRICE
TO BE PAID BY THE OFFEROR, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY
IN MAKING SUCH PAYMENT.
In order to take advantage of the Offer, Certificates, as well as a Letter
of Transmittal (or copy thereof), properly completed and duly executed with any
required signature guarantees (or, in the case of a book-entry delivery, an
Agent's Message), and all other documents required by the Letter of Transmittal
must be received by the Depositary, all in accordance with the instructions set
forth in the Letter of Transmittal and the Offer to Purchase.
Any Holder who desires to tender ADSs and whose Certificate(s) evidencing
such ADSs are not immediately available, or who cannot comply with the
procedures for book-entry transfer described in the Offer to Purchase on a
timely basis, may tender such ADSs by following the procedures for guaranteed
delivery set forth in Section "The Offer - Procedures For Tendering ADSs and
Ordinary Shares" in the Offer to Purchase.
2
The Offeror will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of ADSs pursuant to the Offer (other than
the Depositary and the Information Agent as described in the Offer to Purchase).
The Offeror will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. The Offeror will pay or cause to be paid any transfer taxes with
respect to the transfer and sale of purchased ADSs to it or its order pursuant
to the Offer, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers below. Additional copies of this
Offer to Purchase, the Letter of Transmittal, or other related tender offer
materials may be obtained from the Information Agent or from brokers, dealers,
commercial banks or trust companies.
The Information Agent for the Offer is:
MELLON INVESTOR SERVICES LLC
00 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Call Toll-Free in the US: x0 (000) 000-0000
Call Collect if Outside the US: x0 (000) 000-0000
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE OFFEROR, THE COMPANY, THE DEALER MANAGERS, THE
DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND
THE STATEMENTS CONTAINED THEREIN.
3
