OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING ONE CLASS A SHARE)
OF
ANANGEL-AMERICAN SHIPHOLDINGS LIMITED
PURSUANT TO THE OFFER TO PURCHASE
DATED FEBRUARY 12, 2002
BY
SUPERIOR NAVIGATION LTD.
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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.
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February 12, 2002
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated February
12, 2002 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, as they may be amended and supplemented from time to time, together
constitute the "Offer") relating to the offer by Superior Navigation Ltd. (the
"Offeror"), a Liberian corporation, to purchase all of the existing
unconditionally allotted or issued and fully paid American Depository Shares
(the "ADSs"), of Anangel-American Shipholdings Limited (the "Company"), a
company limited by shares 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 and in the related Letter of Transmittal. 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.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF ADSS HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH ADSS CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER ADSS HELD BY US
FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all ADSs held by us for your account pursuant to
the terms and conditions set forth in the Offer. 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.
If you wish to have us tender any or all of the ADSs held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth herein. If you authorize the tender of your
ADSs, all such ADSs will be tendered unless otherwise specified below. An
envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD
BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF
PRIOR TO THE EXPIRATION OF THE OFFER.
The Offeror is not aware of any jurisdiction where the making of the Offer
is prohibited by administrative or judicial action pursuant to any valid state
statute. If the Offeror becomes aware of any valid state statute prohibiting the
making of the Offer or the acceptance of ADSs pursuant thereto, the Offeror will
make a good faith effort to comply with such state statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
the Offeror cannot comply with any such state statute, the Offer will not be
made to (and tenders will not be accepted from or on behalf of) Holders in such
state. In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Offeror by one or more registered brokers or dealers
which are licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING ONE ORDINARY SHARE)
OF
ANANGEL-AMERICAN SHIPHOLDINGS LIMITED
PURSUANT TO THE OFFER TO PURCHASE
DATED FEBRUARY 12, 2002
BY
SUPERIOR NAVIGATION LTD.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase, dated February 12, 2002, and the related Letter of Transmittal (which,
as they may be amended and supplemented from time to time, together constitute
the "Offer") in connection with the offer by Superior Navigation Ltd. (the
"Offeror"), a Liberian corporation, to purchase all of the existing
unconditionally allotted or issued and fully paid American Depository Shares
("ADSs"), and any further ADSs which are unconditionally allotted or issued and
fully paid before the date and time on which the Offer expires, of
Anangel-American Shipholdings Limited (the "Company"), a company organized under
the laws of the Cayman Islands, at a price of $5.00 per ADS, on the terms and
subject to the conditions set forth in the Offer to Purchase and the related
Letter of Transmittal.
By executing this document I/we hereby instruct you to tender to the
Offeror the number of ADSs indicated below (or if no number is indicated below,
all ADSs) which are held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offer.
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Number of ADSs to be Tendered*: ________________________________________________
* Unless otherwise indicated, it will be assumed that all of your ADSs held
by us for your account are to be tendered.
Date: _________________________________________________________________________
SIGN HERE
Signature(s):___________________________________________________________________
Print Name(s): _________________________________________________________________
Print Address(es):______________________________________________________________
Area Code and Telephone Number(s): _____________________________________________
Taxpayer Identification or Social Security Number(s): __________________________
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