Hutchison Whampoa Group Proposes Hutchison Telecom International Privatisation at HK$2.20 Per Share
By Hutchison Telecommunications International Limited, PRNEWednesday, January 6, 2010
HONG KONG, January 8 - Hutchison Whampoa Limited ("HWL") and Hutchison Telecommunications
International Limited ("HTIL", SEHK: 2332; NYSE: HTX) jointly announce today
that an HWL Group company ("Offeror") has requested the board of directors of
HTIL to put forward a proposal to privatise HTIL by way of a Scheme of
Arrangement (the "Scheme") under the Companies Law of the Cayman Islands
("Proposal").
The Proposal will provide that each share of HTIL held by HTIL
shareholders (other than those which are wholly owned by HWL) on a record
date to be announced will be cancelled in exchange for HK$2.20 in cash. This
amount represents a 37% premium over the closing price on the day prior to
the suspension of trading in the HTIL shares. Holders of HTIL American
Depositary Shares ("ADSs") will for each HTIL ADS receive the US dollar
equivalent of HK$33.00 in cash before fees and taxes. The Offeror has stated
that the HK$2.20 amount will not be increased.
HTIL was listed in October 2004 and has since established itself as a
leading pan-Asian emerging markets telecom operator. Since its IPO, HTIL has
generated total returns (including dividends and the value of the Hong Kong
and Macau spin-off) of 178% to the HTIL shareholders, translating to an
annualised return of 22% per annum through 31 December 2009.
HWL notes that, following the sale by HTIL's subsidiaries of their
respective interests in the India and Israel operations, and the spin-off of
its Hong Kong and Macau businesses. HTIL now has operations in four
countries, none of which is amongst the top three operators in their
respective markets and all of which generate negative cash flow. HWL believes
that HTIL will continue to need significant capital to broaden and expand its
businesses and accordingly, anticipates that all the current cash in the HTIL
Group will be retained to fund its businesses, particularly in Indonesia and
Vietnam resulting in no surplus cash being available for dividends.
While HWL remains confident in the future prospects for HTIL's growth
businesses, HWL is of the view that in the short and medium terms HTIL faces
potential uncertain financial performance with the associated risk of
significant share price volatility, thus making it less suited to remain a
publicly listed entity. HWL further notes that HTIL's market capitalisation
has fallen from its high of HK$95.6 billion in January 2007 to its current
level of HK$7.9 billion and concurrently, liquidity and trading in both
HTIL's shares and its ADSs have greatly declined.
After the proposed privatisation, HWL believes that HTIL would be more
able to make decisions pertaining to investments without the pressures
associated with being a publicly listed company. This will bring benefit to
HTIL's business and to HWL's shareholders in the long term.
It is anticipated that on completion of the privatisation, the listing of
the HTIL shares on the Stock Exchange of Hong Kong ("SEHK") and the listing
of the HTIL ADSs on the New York Stock Exchange ("NYSE") will be withdrawn.
A Scheme document of HTIL containing further details of the Proposal and
the Scheme, including the conditions to be satisfied and the expected
timetable, will be despatched to HTIL shareholders and to HTIL ADS holders as
soon as practicable and in compliance with applicable regulatory
requirements.
Application has been made to the SEHK for the resumption of trading in
the HTIL shares on 8 January 2010 (Hong Kong Time) and trading in the HTIL
ADSs is expected to resume on 8 January 2010 (New York Time).
For detailed information, please refer to the 8 January 2010 joint
announcement by HWL, the Offeror and HTIL which is available on HWL's website
(www.hutchison-whampoa.com ), HTIL's website (www.htil.com ),
the website of SEHK, and in due course will be available on the website of
the United States Securities and Exchange Commission.
Cautionary Statements
This press release contains forward-looking statements. Statements that
are not historical facts, including statements about the beliefs and
expectations of HWL and HTIL, are forward-looking statements. These
statements are based on current plans, estimates and projections, and
therefore you should not place undue reliance on them. Forward-looking
statements speak only as of the date they are made, and each of HWL and HTIL
undertakes no obligation to update publicly any of them in light of new
information or future events. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Each of HWL and HTIL cautions you that
if these risks or uncertainties ever materialise or the assumptions prove
incorrect, or if a number of important factors occur or do not occur, each of
HWL and HTIL's actual results may differ materially from those expressed or
implied in any forward-looking statement. Additional information as to
factors that may cause actual results to differ materially from each of HWL
and HTIL's forward-looking statements can be found in each of HWL and HTIL's
filings with the United States Securities and Exchange Commission.
This press release appears for information purposes only and does not
constitute an invitation or offer to acquire, purchase or subscribe for
securities of the Offeror, HWL or HTIL nor is it a solicitation of any vote
or approval in any jurisdiction. This press release also does not constitute
any solicitation or recommendation under rules and regulations of the US
Securities and Exchange Commission.
For media enquiries, please contact: Hans Leung Hutchison Whampoa Tel: +852-2128-1363 Fax: +852-2128-1766 Email: hansl@hwl.com.hk Ada Yeung Hutchison Telecom International Tel: +852-2128-3106 Fax: +852-2187-2087 Email: adayeung@htil.com.hk
Hans Leung of Hutchison Whampoa, +852-2128-1363, fax, +852-2128-1766, hansl at hwl.com.hk; Ada Yeung of Hutchison Telecom, +852-2128-3106 or Mobile, +852-6347-0619, adayeung at htil.com.hk
Tags: Asia, Hong Kong, Hutchison Telecommunications International Limited, United Kingdom