|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STT COMMUNICATIONS LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
i-STT Investments (Bermuda) Ltd. 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
i-STT INVESTMENTS PTE. LTD. 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
TEMASEK HOLDINGS (PRIVATE) LTD 60B ORCHARD ROAD, THE ATRIUM@ORCHARD #06-18 TOWER 2 SINGAPORE, U0 238891 |
X |
/s/ Pek Siok Lan, Company Secretary, STT COMMUNICATIONS LTD | 11/18/2005 | |
**Signature of Reporting Person | Date | |
/s/ Stephen Geoffrey Miller, Director, i-STT INVESTMENTS (BERMUDA) LTD. | 11/18/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pek Siok Lan, Director, i-STT INVESTMENTS PTE. LTD. | 11/18/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pek Siok Lan, Company Secretary, SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD | 11/18/2005 | |
**Signature of Reporting Person | Date | |
/s/ Chia Yue Joo, Managing Director, Legal & Regulations, TEMASEK HOLDINGS (PRIVATE) LIMITED | 11/18/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On November 16, 2005, i-STT Investments Pte. Ltd. ("i-STTI") completed a sale of 5,889,549 shares of the Issuer's common stock to the public, including 739,549 shares of Common Stock sold pursuant to the exercise of an over-allotment option, and received $202,032,144.12 in net proceeds (after payment of $7,871,382.24 in underwriter compensation). On the same date, i-STT Investments (Bermuda) Ltd. ("i-STT Bermuda") received $125,280,402.79 in net proceeds (after payment of $4,597,560 in underwriter compensation) from Credit Suisse First Boston Capital LLC ("CSFB Capital") pursuant to a Forward Purchase Agreement (the "Purchase Agreement") under which i-STT Bermuda will be obligated to deliver up to 4,300,000 shares of the Issuer's common stock currently pledged by it to CSFB Capital on November 15, 2008 (the "Settlement Date") in settlement of its obligations under the Purchase Agreement. |
(2) | This figure represents the average price per share received from the public sale by i-STTI of its common stock in the Issuer and the sale by i-STT Bermuda of its common stock in the Issuer to CSFB Capital under the Purchase Agreement (assuming that i-STT Bermuda delivers all of its 4,300,000 shares of common stock of the Issuer to CSFB Capital on the Settlement Date), respectively. |
(3) | i-STT Bermuda and its direct parent, i-STTI, are the record holders of the securities of the Issuer reported herein. i-STTI is a wholly-owned subsidiary of STT Communications Ltd ("STT Comm"), which is a subsidiary of Singapore Technologies Telemedia Pte Ltd ("STT"), which is a wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"). By virtue of the foregoing relationships, each of STT Comm, STT and Temasek may be deemed to have an indirect interest in the securities reported herein. Temasek disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. In addition, Temasek holds an indirect interest in 11,718 shares of common stock of the Issuer which are owned beneficially and of record by T.H.e Venture Pte Ltd. |