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LETTER OF TRANSMITTAL
TO TENDER
ALL OF THE UNCONDITIONALLY ALLOTTED OR ISSUED AND FULLY PAID ORDINARY SHARES
(INCLUDING THE ASSOCIATED SERIES A JUNIOR PARTICIPATING PREFERRED
SHARE PURCHASE RIGHTS)
OF
TRITON ENERGY LIMITED
PURSUANT TO THE OFFER TO PURCHASE
DATED JULY 17, 2001
BY
AMERADA HESS (CAYMAN) LIMITED
A WHOLLY OWNED SUBSIDIARY OF
AMERADA HESS CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, AUGUST 13, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
THE BANK OF NEW YORK
By Mail: By Facsimile: By Hand or Overnight Courier:
THE BANK OF NEW YORK (for Eligible Institutions only) THE BANK OF NEW YORK
Tender & Exchange Department (212) 815-6213 Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station For Confirmation Only Receive and Deliver Window
Receive and Deliver Window Telephone: New York, New York 10286
New York, New York 10286-1248
(212) 815-6156
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DESCRIPTION OF ORDINARY SHARES BEING TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S)
ON THE CERTIFICATE(S))
ORDINARY SHARES TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
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TOTAL NUMBER
OF ORDINARY SHARES NUMBER OF
CERTIFICATE EVIDENCED BY ORDINARY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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TOTAL ORDINARY SHARES TENDERED
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* Need not be completed by Book-Entry Holders.
** Unless otherwise indicated, it will be assumed that all Ordinary Shares evidenced by any Certificate(s) delivered to the
Depositary are being tendered. See Instruction 4.
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE COPY NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of certificates
representing Ordinary Shares (as such term is defined in the Offer to Purchase)
(such holders of Ordinary Shares, collectively, the "Holders"), either if
certificates for Ordinary Shares are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase) is utilized, if tenders of
Ordinary Shares are to be made by book-entry transfer into the account of The
Bank of New York, as Depositary (the "Depositary"), at The Depository Trust
Company (the "Book-Entry Transfer Facility" or "DTC") pursuant to the procedures
set forth in Section 3 -- "Procedures for Tendering Ordinary Shares" of the
Offer to Purchase. Holders who tender Ordinary Shares by book-entry transfer are
referred to herein as "Book-Entry Holders" and other Holders are referred to
herein as "Certificate Holders."
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
[ ] CHECK HERE IF ORDINARY SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name(s) of Tendering Institution
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DTC Account Number
-------------------------------- Transaction Code Number
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Any Holders who desire to tender Ordinary Shares and whose certificate(s)
evidencing such Ordinary Shares (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 nevertheless tender
such Ordinary Shares by following the procedures for guaranteed delivery set
forth in Section 3 -- "Procedures for Tendering Ordinary Shares" of the Offer to
Purchase. See Instruction 2 of this Letter of Transmittal.
[ ] CHECK HERE IF ORDINARY SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s)
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Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution which Guaranteed Delivery
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Account Number (if delivered by Book-Entry Transfer)
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Transaction Code Number
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[ ] CHECK HERE IF TENDER IS BEING MADE IN RESPECT OF LOST, MUTILATED OR
DESTROYED CERTIFICATES. SEE INSTRUCTION 9.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Amerada Hess (Cayman) Limited (the
"Purchaser"), a company limited by shares organized under the laws of the Cayman
Islands and a wholly owned subsidiary of Amerada Hess Corporation ("Amerada
Hess"), a Delaware corporation, the above-described Ordinary Shares, par value
$0.01 per share, including the associated Series A junior participating
preferred share purchase rights, of Triton Energy Limited (the "Company"), a
company limited by shares organized under the laws of the Cayman Islands, on the
terms and subject to the conditions set forth in the Offer to Purchase, dated
July 17, 2001 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, as they may be amended
and supplemented from time to time, together constitute the "Offer"). The
undersigned understands that the Purchaser reserves the right to assign to
Amerada Hess, or to any other direct or indirect wholly owned subsidiary of
Amerada Hess, the right to purchase all or any portion of the Ordinary Shares
tendered pursuant to the Offer, but the undersigned further understands that any
such assignment will not relieve the Purchaser of its obligations under the
Offer and the Acquisition Agreement (as defined below) and that any such
assignment will in no way prejudice the rights of tendering Holders to receive
payment for the Ordinary Shares validly tendered and accepted for payment
pursuant to the Offer. This Offer is being made pursuant to the Acquisition
Agreement, dated as of July 9, 2001 (as amended from time to time, the
"Acquisition Agreement"), by and among Amerada Hess, the Purchaser and the
Company.
Subject to, and effective upon, acceptance for payment of, and payment for,
the Ordinary Shares tendered herewith in accordance with the terms of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Purchaser, all right, title and interest
in and to all of the Ordinary Shares that are being tendered hereby and any and
all dividends, distributions, rights, or other securities issued or issuable in
respect of such Ordinary Shares on or after July 17, 2001 (collectively,
"Distributions"), and irrevocably appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Ordinary
Shares and all Distributions with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
(a) deliver Certificates and all Distributions, or transfer ownership of such
Ordinary Shares and all Distributions, on the account books maintained by the
Book-Entry Transfer Facility, together in either such case with all accompanying
evidence of transfers and authenticity to, or upon the order of, the Purchaser,
(b) present such Ordinary Shares and all Distributions for transfer on the books
of the Company and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Ordinary Shares and all Distributions, all in
accordance with the terms and subject to the conditions of the Offer as set
forth in the Offer to Purchase.
The undersigned hereby irrevocably appoints each designee of the Purchaser
as such attorney-in-fact and proxy of the undersigned, with full power of
substitution, to vote the Ordinary Shares as described below in such manner as
each such attorney-in-fact and proxy (or any substitute thereof) shall deem
proper in its sole discretion, and to otherwise act (including pursuant to
written consent) to the full extent of the undersigned's rights with respect to
the Ordinary Shares and all Distributions tendered hereby and accepted for
payment and paid by the Purchaser prior to the time of such vote or action. All
such proxies and powers of attorney shall be considered coupled with an interest
in the tendered Ordinary Shares and shall be irrevocable and are granted in
consideration of, and are effective upon, the acceptance for payment and
delivery of such Ordinary Shares and all Distributions in accordance with the
terms of the Offer. Such acceptance for payment by the Purchaser shall revoke,
without further action, any other proxy or power of attorney granted by the
undersigned at any time with respect to such Ordinary Shares and all
Distributions and no subsequent proxies or powers of attorney will be given or
written consent executed (or, if given or executed, will not be deemed
effective) with respect thereto by the undersigned. The designees of the
Purchaser will, with respect to the Ordinary Shares for which the appointment is
effective, be empowered to exercise all voting and other rights as they in their
sole discretion may deem proper at any annual, special, adjourned or postponed
meeting of the Company's shareholders, by written consent or otherwise, and the
Purchaser reserves the right to require that, in order for Ordinary Shares or
any Distributions to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment and delivery of such Ordinary Shares, the
Purchaser must be able to exercise all rights (including, without limitation,
all voting rights and rights of conversion) with respect to such Ordinary Shares
and receive all Distributions.
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The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Ordinary
Shares and all Distributions tendered hereby and that, when the same are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances, and the same will not be subject to any
adverse claim. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Purchaser to be necessary
or desirable to complete the sale, assignment, and transfer of the Ordinary
Shares and all Distributions tendered hereby. In addition, the undersigned shall
promptly remit and transfer to the Depositary for the account of the Purchaser
any and all Distributions in respect of the Ordinary Shares tendered hereby,
accompanied by appropriate documentation of transfer and, pending such
remittance or appropriate assurance thereof, the Purchaser shall be, subject to
applicable law, entitled to all rights and privileges as owner of any such
Distributions and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by the Purchaser in
its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, executors, administrators, legal representatives, successors and
assigns of the undersigned. Subject to the withdrawal rights set forth in
Section 4 -- "Withdrawal Rights" of the Offer to Purchase, the tender of the
Ordinary Shares and related Distributions hereby made is irrevocable.
The undersigned understands that tenders of the Ordinary Shares pursuant to
any of the procedures described in Section 3 -- "Procedures for Tendering
Ordinary Shares" of the Offer to Purchase and in the instructions hereto will
constitute a binding agreement between the undersigned and the Purchaser on the
terms and subject to the conditions set forth in the Offer. Without limiting the
generality of the foregoing, if the price to be paid in the Offer is amended in
accordance with the terms of the Acquisition Agreement, the price to be paid to
the undersigned will be amended. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Ordinary Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Certificates not
tendered or not accepted for payment in the name(s) of the registered holder(s)
appearing under "Description of Ordinary Shares Being Tendered." Similarly,
unless otherwise indicated under "Special Delivery Instructions," please mail
the check for the purchase price and/or return any Certificates not tendered or
not accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Ordinary Shares Being Tendered." In the event that both the "Special Delivery
Instructions" and the "Special Payment Instructions" are completed, please issue
the check for the purchase price and/or return any Certificates not so tendered
or not accepted for payment in the name(s) of, and deliver said check and/or
return such Certificates to, the person or persons so indicated. Unless
otherwise indicated under "Special Payment Instructions," please credit any
Ordinary Shares tendered herewith by book-entry transfer that are not accepted
for payment by crediting the account at the Book-Entry Transfer Facility. The
undersigned recognizes that the Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Ordinary Shares from the name(s)
of the registered holder(s) thereof if the Purchaser does not accept for payment
any of the Ordinary Shares so tendered. The undersigned agrees that tendering
the Ordinary Shares pursuant to any of the procedures discussed in Section 3 --
"Procedures for Tendering Ordinary Shares" of the Offer to Purchase and in the
instructions hereto will constitute approval of the Offer by the undersigned in
accordance with and for the purposes of Section 88 of the Companies Law (2001
Second Revision) of the Cayman Islands.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Certificate(s) that are not tendered or that
are not purchased and/or the check for the purchase price of Ordinary
Shares purchased are to be issued in the name of someone other than the
undersigned or if Ordinary Shares tendered by book-entry transfer which
are not accepted for payment are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than that designated
above.
Issue check and Certificate(s) to:
Name:
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)
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* Signature Guarantee required
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Certificate(s) that are not tendered or that
are not purchased and/or the check for the purchase price of Ordinary
Shares purchased are to be sent to someone other than the undersigned, or
to the undersigned at an address other than that shown under "Description
of the Ordinary Shares Being Tendered."
Mail check and Certificate(s) to:
Name:
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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IMPORTANT
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
Signature(s) of Holders(s):
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Date:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by Certificate(s) and documents transmitted with
this Letter of Transmittal. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or other
person acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 5.)
Name(s):
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(PLEASE TYPE OR PRINT)
Capacity (Full Title):
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Address:
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(INCLUDE ZIP CODE)
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(DAYTIME AREA CODE AND TELEPHONE NO.) (TAX IDENTIFICATION OR SOCIAL
SECURITY NO.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
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Name:
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(PLEASE TYPE OR PRINT)
Title:
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Name of Firm:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Date:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program,
The New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"). Signatures on this
Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal
is signed by the registered holder(s) (which term, for purposes of this
document, shall include any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Ordinary
Shares) of the Ordinary Shares tendered herewith and such Holder(s) have not
completed the box entitled either "Special Payment Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal or (b) if such Ordinary
Shares are tendered for the account of an Eligible Institution. See Instruction
5 of this Letter of Transmittal.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES OR BOOK-ENTRY
CONFIRMATIONS. This Letter of Transmittal is to be used either if Certificates
are to be forwarded herewith or, unless an Agent's Message (as defined in the
Offer to Purchase) is utilized, if tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in Section
3 -- "Procedures for Tendering Ordinary Shares" of the Offer to Purchase.
Certificates evidencing all physically tendered Ordinary Shares, or timely
confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such
Ordinary Shares into the Depositary's account at DTC, as well as this 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 this Letter of Transmittal
must be received by the Depositary at one of its addresses set forth herein
prior to the Expiration Date (as defined in Section 1 -- "Terms of the Offer" of
the Offer to Purchase). If Certificates are forwarded to the Depositary in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal (or copy thereof) must accompany each such delivery.
Holders whose Certificates are not immediately available or who cannot
deliver their Certificates and all other required documents to the Depositary
prior to the Expiration Date or who cannot complete the procedures for
book-entry transfer on a timely basis may nevertheless tender their Ordinary
Shares by properly completing and duly executing a Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth in Section
3 -- "Procedures for Tendering Ordinary Shares" of the Offer to Purchase.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the Purchaser, must
be received by the Depositary prior to the Expiration Date; and (iii)
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, a Book-Entry Confirmation along with an Agent's
Message), and all other documents required by this Letter of Transmittal must be
received by the Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORDINARY SHARES,
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION (AS DEFINED IN THE OFFER TO PURCHASE)). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Other than as may be expressly permitted by the Purchaser, no alternative,
conditional or contingent tenders will be accepted and no fractional Ordinary
Shares will be purchased. All tendering Holders, by execution of this Letter of
Transmittal (or a copy hereof), waive any right to receive any notice of the
acceptance of their Ordinary Shares for payment.
3. INADEQUATE SPACE. If the space provided under "Description of Ordinary
Shares Being Tendered" is inadequate, the share Certificate numbers and/or the
number of Ordinary Shares should be listed on a separate signed schedule and
attached hereto.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE HOLDERS ONLY; NOT APPLICABLE
TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER). If fewer than all the
Ordinary Shares evidenced by any Certificate submitted are to be tendered, fill
in the number of Ordinary Shares which are to be tendered in the box entitled
"Number of Ordinary Shares
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Tendered." In such cases, new Certificate(s) evidencing the remainder of the
Ordinary Shares that were evidenced by Certificate(s) delivered to the
Depositary will be sent to the person signing this Letter of Transmittal, unless
otherwise provided in the box entitled "Special Delivery Instructions" on this
Letter of Transmittal, as soon as practicable after the Expiration Date. All
Ordinary Shares represented by Certificate(s) delivered to the Depositary will
be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Ordinary
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Ordinary Shares tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Ordinary Shares are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Ordinary Shares.
If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Purchaser of such person's authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s)
transmitted hereby, no endorsements of Certificate(s) or separate stock powers
are required unless payment is to be made to, or Certificate(s) evidencing the
Ordinary Shares not tendered or purchased are to be issued in the name of, a
person other than the registered holder(s). Signatures on such Certificate(s) or
stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) tendered hereby, the Certificate(s) must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered holder(s) appear(s) on such Certificate(s).
Signatures on such Certificate(s) or stock powers must be guaranteed by an
Eligible Institution.
6. TRANSFER TAXES. Except as otherwise provided in this Instruction 6,
the Purchaser will pay or cause to be paid any transfer taxes with respect to
the transfer and sale of purchased Ordinary Shares to it or its order pursuant
to the Offer. If, however, payment of the purchase price of any Ordinary Shares
purchased is to be made to or, in the circumstances permitted hereby, if
Certificate(s) for the Ordinary Shares not tendered or purchased are to be
registered in the name of, any person other than the registered holder, or if
tendered Certificate(s) are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any transfer taxes
(whether imposed on the registered holder or such person) payable on account of
the transfer to such person will be deducted from the purchase price for such
Ordinary Shares if satisfactory evidence of the payment of such taxes, or
exemption therefrom, is not submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Ordinary Shares tendered hereby is to be issued in the name of,
and/or Certificates for the Ordinary Shares not tendered or not accepted for
payment are to be issued in the name of and/or returned to, a person other than
the person(s) signing this Letter of Transmittal or if such check and/or such
Certificates for Ordinary Shares are to be mailed to a person other than the
signer of this Letter of Transmittal or to an address other than that shown in
the box entitled "Description of Ordinary Shares Being Tendered," the
appropriate boxes on this Letter of Transmittal should be completed. A
Book-Entry Holder may request that Ordinary Shares not accepted for payment be
credited to such account maintained at the Book-Entry Transfer Facility as such
Book-Entry Holder may designate under "Special Payment Instructions." If no such
instructions are given, such Ordinary Shares not accepted for payment will be
returned by crediting the account at the Book-Entry Transfer Facility designated
above.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests
for assistance may be directed to, or additional copies of the Offer to
Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender
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offer materials may be obtained from, the Information Agent or the Dealer
Managers at their respective addresses set forth on the back cover of the Offer
to Purchase or from your broker, dealer, commercial bank or trust company.
9. LOST, MUTILATED OR DESTROYED CERTIFICATES. If any Certificates have
been lost, mutilated or destroyed, the Holder should promptly notify the
Depositary by checking the box immediately preceding the special payment/special
delivery instructions and indicating the number of Ordinary Shares lost. The
Holder will then be instructed as to the procedure to be followed in order to
replace the relevant Certificates. This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost, mutilated
or destroyed Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A COPY HEREOF, TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a tendering Holder may be
subject to backup withholding tax at a rate of 31% with respect to payments by
the Depositary pursuant to the Offer unless such Holder: (i) is a corporation or
other exempt recipient and, if required, establishes its exemption from backup
withholding; (ii) provides its correct taxpayer identification number ("TIN")
and certifies that the TIN provided is correct (or that such Holder is awaiting
a TIN) and it certifies that it is not currently subject to backup withholding;
or (iii) certifies as to its non-United States status. If such Holder is an
individual, the TIN is his or her social security number. Completion of a
Substitute Form W-9, in the case of a U.S. Holder, provided in this Letter of
Transmittal, should be used for this purpose. Failure to provide such Holder's
TIN on the Substitute Form W-9, if applicable, may subject the tendering Holder
(or other payee) to a $50 penalty imposed by the Internal Revenue Service
("IRS"). More serious penalties may be imposed for providing false information
which, if willfully done, may result in fines and/or imprisonment. If the
tendering Holder (or other payee) is required to submit a Substitute Form W-9
and has not been issued a TIN and has applied for a TIN or intends to apply for
a TIN in the near future if such tendering Holder (or other payee) should check
the box in Part 3 and complete the "Certificate of Awaiting Taxpayer
Identification Number" on the "Substitute Form W-9." If the box in Part 3 is
checked and the Depositary is not provided with a TIN by the time of payment,
the Depositary will withhold 31% on all such payments of the Offer Price until a
TIN is provided to the Depositary. In order for a foreign Holder to qualify as
an exempt recipient, that Holder should submit an IRS Form W-8, or an acceptable
substitute form, signed under penalties of perjury, attesting to that Holder's
exempt status. Such forms can be obtained from the Depositary. Failure to
provide the information on the form may subject tendering Holders to 31% United
States federal income tax withholding on the payment of the purchase price of
cash pursuant to the Offer. Backup withholding is not an additional tax. Rather,
the tax liability of persons subject to backup withholding will be reduced by
the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained by filing a tax return with the IRS. The Depositary
cannot refund amounts withheld by reason of backup withholding. Under recently
enacted legislation, the backup withholding tax rate of 31% will be reduced as
of August 7, 2001 to 30.5%. This rate will be further reduced to 30% for years
2002 and 2003, 29% for years 2004 and 2005, and 28% for 2006 and thereafter.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
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PAYER'S NAME: THE BANK OF NEW YORK
- -------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number or
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Employer Identification Number
----------------------------------
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
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PAYER'S REQUEST FOR TAXPAYER PART 2 -- If you are exempt from backup PART 3 -- If you are awaiting
IDENTIFICATION NUMBER ("TIN") AND withholding, please check the box: [ ] TIN, check box: [ ]
CERTIFICATION
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PART 4 -- CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I
am waiting for a number to be issued to me),
(2) I am not subject to backup withholding because (i) I am exempt from backup
withholding, (ii) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (iii) the IRS has notified me that I am no longer
subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of under-
reporting interest or dividends on your tax return. However, if after being notified
by the IRS that you were subject to backup withholding, you received another
notification from the IRS that you are no longer subject to backup withholding, do
not cross out such item (2).
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SIGNATURE --------------------------------------------------------------------------
DATED
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NAME (Please Print)------------------------------------------------------------------
ADDRESS------------------------------------------------------------------------------
CITY, STATE AND ZIP CODE
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable cash payments made to me thereafter will be withheld until I
provide a taxpayer identification number.
Signature -------------------- Dated ----------, 2001
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Questions and requests for assistance may be directed to the Information
Agent or Dealer Managers at their respective addresses and telephone numbers set
forth below. Additional copies of the Offer to Purchase, this 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:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Banks and Brokerage Firms, Please Call: (212) 269-5550
All others, Please Call: (800) 758-5880
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
Call Collect: (212) 902-1000
Toll Free: (800) 323-5678