Copies
to:
|
||
James
J. Clark, Esq.
Cahill
Gordon & Reindel LLP
80
Pine Street
New
York, New York 10005
(212)
701-3000
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James
Bodi, Esq.
Appleby
Canon’s
Court
22
Victoria Street
Hamilton,
HM 12 Bermuda
(441)
295-2244
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Transaction
Valuation*
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Amount of Filing
Fee**
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$50,000,000
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$0.00***
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*
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Calculated
solely for purposes of determining the amount of the filing fee. Pursuant
to rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the
Transaction Valuation was calculated assuming that 6,250,000 outstanding
shares of common stock, par value $0.01 per share, are being purchased at
the tender offer price of $8.00 per
share.
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**
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The
amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #6
for Fiscal Year 2008 issued by the Securities and Exchange Commission,
equals $39.30 per million of the value of the
transaction.
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***
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Global
Sources Ltd. previously paid a registration fee of $38,010 with respect to
securities that were previously registered pursuant to the registrant’s
prior registration statement on Form F-3, (SEC file no. 333-114411), filed
on April 12, 2004, of which $21,088.65 remaining available fees carried
over pursuant to Rule 0-11(a)(2) of the Securities Act and has been
applied against the filing fee of $1,965.00 due in connection with the
filing of this schedule hereunder.
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[X]
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
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Amount
Previously Paid: $38,010
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Filing
Party: Global Sources Ltd.
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Form
or Registration No.: 333-114411
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Date
Filed: April 12, 2004
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[ ]
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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[ ]
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statement
relates:
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[ ]
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third-party
tender offer subject to Rule 14d-1.
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[X]
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issuer
tender offer subject to Rule 13e-4.
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[ ]
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going-private
transaction subject to Rule 13e-3.
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[ ]
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amendment
to Schedule 13D under Rule 13d-2.
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GLOBAL
SOURCES LTD.
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By: /s/ Eddie Heng Teng
Hua
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Name: Eddie Heng Teng Hua
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Title: Director and Chief Financial
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Officer
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(a)(1)(A)*
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Offer
to Purchase, dated November 21, 2008.
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(a)(1)(B)*
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Letter
of Transmittal.
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(a)(1)(C)*
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Notice
of Guaranteed Delivery.
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(a)(1)(D)*
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Letter
to brokers, dealers, commercial banks, trust companies and other nominees,
dated November 21, 2008.
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(a)(1)(E)*
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Letter
to clients for use by brokers, dealers, commercial banks, trust companies
and other nominees, November 21, 2008.
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(a)(5)(A)
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Press
release, dated November 13, 2008 (incorporated by reference to Schedule
TO-C filed November 18, 2008).
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(a)(5)(B)*
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Press
release, dated November 21, 2008.
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(a)(5)(C)*
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Summary
of Terms.
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(a)(5)(D)*
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Form
of Email to Team Members, dated November 25, 2008.
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(a)(5)(E)**
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Press
release, dated December 23, 2008, announcing preliminary results of the
Offer.
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(d)(1)
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Purchase
Agreement, dated as of November 27, 2003, among Merle A. Hinrichs,
Hill Street Trustees Limited and Hung Lay Si Co. Limited (incorporated by
reference to Exhibit 1, to Global Sources’ Schedule 13D filed December 8,
2003 (File No. 005-50790)).
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(d)(2)
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Security
Agreement dated as of November 27, 2003, Merle A. Hinrichs, Hill Street
Trustees Limited and Hung Lay Si Co. Limited (incorporated by reference to
Exhibit 2, to Global Sources’ Schedule 13D filed December 8, 2003 (File
No. 005-50790)).
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(d)(3)
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Share
Purchase Agreement dated as of October 5, 2008, among Merle A. Hinrichs,
Hill Street Trustees Limited and Hung Lay Si Co. Limited (incorporated by
reference to Exhibit 3 to Global Sources’ Schedule 13D/A filed November
18, 2008).
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(d)(4)
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Agreement
dated as of October 5, 2008, among Merle A. Hinrichs, Hill Street Trustees
Limited and Hung Lay Si Co. Limited (incorporated by reference to Exhibit
4 to Global Sources’ Schedule 13D/A filed November 18,
2008).
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(d)(5)
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Letter
amendment dated as of November 11, 2008, between Merle A. Hinrichs and
Hung Lay Si Co. Limited (incorporated by reference to Exhibit 5 to Global
Sources’ Schedule 13D/A filed November 18, 2008).
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(d)(6)
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The
Global Sources Ltd. Director Purchase Plan (as of 5 November 2005)
(incorporated by reference to Form S-8 Registration Statement filed on
November 7, 2006).
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(d)(7)
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The
Global Sources Equity Compensation (2007) Master Plan (incorporated by
reference to Form S-8 Registration Statement filed on November 7,
2006).
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(d)(8)
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The
Global Sources Share Grant Award Plan (incorporated by reference to Form
20-F filed on June 28, 2007).
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(d)(9)
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The
Global Sources Retention Share Grant Plan (incorporated by reference to
Form 20-F filed on June 28, 2007).
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(d)(10)
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The
Global Sources Employee Equity Compensation Plan No. V (Amended)
(incorporated by reference to Form S-8 filed on April 10, 2003) (File No.
333-104426).
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Global
Sources Press Contact in Asia:
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Global
Sources Investor Contact in Asia:
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Camellia
So
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Investor
Relations Department
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Tel:
(852) 2555-5021
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Tel:
(852) 2555-4777
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e-mail:
cso@globalsources.com
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e-mail:
investor@globalsources.com
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Global
Sources Press Contact in U.S.:
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Global
Sources Investor Contact in U.S.:
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James
W.W. Strachan
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Kirsten
Chapman & Timothy Dien
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Tel:
(1-480) 664 8309
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Lippert/Heilshorn
& Associates, Inc.
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e-mail:
strachan@globalsources.com
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Tel:
(1-415) 433-3777
e-mail: tdien@lhai.com
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