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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
12.5% SENIOR NOTES DUE 2006
OF
ASAT (FINANCE) LLC
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if
(1) certificates for the Issuer's (as defined below) 12.5% Senior Notes Due
2006 (the "Original Notes"), guaranteed by ASAT Holdings Limited, ASAT Limited
and its subsidiaries (collectively, the "Guarantors") are not immediately
available, (2) the Original Notes, the Letter of Transmittal and all other
required documents cannot be delivered to The Chase Manhattan Bank (the
"Exchange Agent") prior to the Expiration Date (as defined in the Prospectus
referred to below) or (3) the procedures for delivery by book-entry transfer
cannot he completed on a timely basis. This Notice of Guaranteed Delivery may
be delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent. See "The Exchange Offer--Guaranteed
Delivery Procedures" in the Prospectus.
THE REGISTERED EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT
5:00 P.M. NEW YORK CITY TIME, ON THE EARLIER OF NOVEMBER , 2000 (UNLESS
EXTENDED) OR THE DATE ON WHICH 100% OF THE ORIGINAL NOTES ARE VALIDLY
TENDERED AND NOT WITHDRAWN (THE "EXPIRATION DATE"). TENDERED ORIGINAL NOTES
MAY BE WITHDRAWN AND CONSENTS MAY BE REVOKED AT ANY TIME ON OR PRIOR TO THE
EXPIRATION DATE OF THE REGISTERED EXCHANGE OFFER.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE CHASE MANHATTAN BANK
Delivery by mail overnight delivery/hand to:
The Chase Manhattan Bank
55 Water Street, Room 234
New York, New York 10004
Attention: Carlos Esteves
To confirm by telephone or for information:
(212) 638-0828 (New York City)
Facsimile transmissions:
(212) 638-0459 (New York City)
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
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This form is not be used to guarantee signatures. If a signature on the
Consent and Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Consent and
Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby consents to the Proposed Amendment with respect to all
such tendered Original Notes unless the box voting "No" below has been checked.
[_] CHECK HERE IF THE UNDERSIGNED DOES NOT CONSENT TO THE PROPOSED AMENDMENT
The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the written consent (unless the
appropriate box above voting "No" has been checked), with respect to the
Proposed Amendment to the Indenture. The undersigned understands that the
Consent provided hereby shall remain in full force and effect until such
Consent is revoked in accordance with the procedures set forth in this Consent
and Letter of Transmittal, which procedures are hereby agreed to be applicable
in lieu of any and all other procedures for revocation. The undersigned
understands that a revocation of such Consent will not be effective after the
Expiration Date. The Company intends to execute the Proposed Amendment to the
Indenture promptly following the Consent Solicitation Expiration Date at which
time the Proposed Amendment to the Indenture will become operative.
The undersigned hereby tenders to the Issuer, upon the terms and conditions
set forth in the Prospectus and the Letter of Transmittal (which together
constitute the "Registered Exchange Offer"), receipt of which are hereby
acknowledged, the aggregate principal amount of Original Notes set forth below
pursuant to the guaranteed delivery procedure described in "The Exchange
Offer--Guaranteed Delivery Procedures" section in the Prospectus and the Letter
of Transmittal.
By accepting the Exchange Offer, the holder of exchange notes agrees to the
foregoing.
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Ladies and Gentlemen:
The undersigned hereby tenders to ASAT (Finance) LLC, a Delaware limited
liability company (the "Issuer"), upon the terms and subject to the
conditions set forth in the Prospectus dated , 2000 (as the same
may be amended or supplemented from time to time, the "Prospectus") and
the related consent and letter of transmittal (the "Consent and Letter of
Transmittal," which together constitute the "Exchange Offer"), receipt of
which is hereby acknowledged, the aggregate principal amount of Original
Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures."
DESCRIPTION OF ORIGINAL NOTES TENDERED
Name of Registered Holder(s):
Address(es):__________________________ Area code(s) and telephone
__________________________ number(s):__________________________
__________________________ __________________________
__________________________ __________________________
Certificate Number(s) (if available): _____________________________________
Aggregate Principal Amount Tendered:$ _____________________________________
Signature(s): _____________________________________________________________
If Original Notes will be tendered by book-entry transfer, please provide
the following information:
Name of Tendering Institution: _________________________________________
DTC Account Number: ____________________________________________________
Date: __________________________________________________________________
Transaction Code Number: _______________________________________________
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(Not To Be Used For Signature Guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank;
(ii) a broker, dealer, municipal securities broker, municipal securities
dealer, a government securities broker, a government securities dealer;
(iii) a credit union; (iv) a national securities exchange, registered
securities association or clearing agency; or (v) a savings association
that is a participant in the Securities Transfer Agents recognized program
(each of the foregoing being referred to as an "Eligible Institution"),
hereby guarantees to deliver to the Exchange Agent, at the address set
forth above, either the Original Notes tendered hereby in proper form for
transfer, or confirmation of the book-entry transfer of such Original
Notes to the Exchange Agent's account at The Depository Trust Company
("DTC"), pursuant to the procedures for book-entry transfer set forth in
the Prospectus, in either case together with one or more properly
completed and duly executed Letter(s) of Transmittal (or facsimile
thereof) and any other required documents within five business days after
the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Original Notes tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could
result in a financial loss to the undersigned.
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Authorized Signature
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Name (Please Print)
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Capacity or Title
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Address (include zip code) Name of Firm
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Area Code and Telephone Number Date
NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY,
ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE
ACCOMPANIED BY, A PROPERLY COMPLEATED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
