Hutchison Whampoa International Limited Announces Expiration and Final Results of the Offer to Exchange
By Prne, Gaea News NetworkSunday, October 25, 2009
NEW YORK -
5.45% Guaranteed Notes due 2010 issued by Hutchison Whampoa International (03/33) Limited (the “2010 Notes”) (144A - CUSIP 44841SAA7; ISIN US44841SAA78; Common Code 018123967) (Regulation S - CUSIP G4672CAA3; ISIN USG4672CAA39; Common Code 018124238) and 7.00% Guaranteed Notes due 2011 issued by Hutchison Whampoa International (01/11) Limited (the “2011 Notes”) (144A - CUSIP 44841HAC7; ISIN US44841HAC79; Common Code 012487975) (Regulation S - CUSIP G4671XAC4; ISIN USG4671XAC41; Common Code 012488068) (Restricted Individual Note - CUSIP 44841HAE3; ISIN US44841HAE36; Common Code 012515472), for its 4.625% Guaranteed Notes due 2015, each series of notes unconditionally and irrevocably guaranteed by Hutchison Whampoa Limited.
Hutchison Whampoa International (03/33) Limited (”HWI (03/33)”), an exempted company with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Hutchison Whampoa Limited (the “Company”), and Hutchison Whampoa International (01/11) Limited (”HWI (01/11)”), a BVI business company with limited liability under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company, hereby announce the expiration and final results of a previously announced offer by Hutchison Whampoa International (09/16) Limited, an exempted company with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company (the “Issuer”) to holders of the notes listed in the table below (collectively, the “Existing Notes,” and each a “Series” of Existing Notes) to exchange the Existing Notes into the Issuer’s 4.625% Guaranteed Notes due 2015 (the “New Notes”) upon the terms and conditions described in the Offering Memorandum dated September 24, 2009 (the “Offering Memorandum”) and the accompanying Letter of Transmittal dated September 24, 2009. The exchange offer expired at 12:00 midnight New York City time on October 23, 2009. Morgan Stanley is the Dealer Manager of the exchange offer.
Principal Title of Amount Maturity Security Issuer Outstanding(1) Dates 5.45% Guaranteed Hutchison US$1,500,000,000 November 24, 2010 Notes due 2010 Whampoa International (03/33) Limited 7.00% Guaranteed Hutchison US$1,500,000,000 February 16, 2011 Notes due 2011 Whampoa International (01/11) Limited Aggregate Principal Aggregate Amount of Principal New Notes Total Amount to be Cash Title of Accepted for Issued in Consideration(2) Security Exchange Exchange 5.45% Guaranteed US$122,308,000 US$122,308,000 US$7,177,125.84 Notes due 2010 7.00% Guaranteed US$67,022,000 US$67,022,000 US$5,027,754.74 Notes due 2011 (1)The Company and its affiliates hold in the aggregate US$310,523,000 principal amount of the 2010 Notes, and US$264,410,000 principal amount of the 2011 Notes. (2)Determined pursuant to the terms and conditions set forth in the Offering Memorandum.
The Issuer has accepted for exchange all of the Existing Notes validly tendered (and not withdrawn) in the exchange offer. The aggregate principal amount of the 2010 Notes validly tendered (and not withdrawn) pursuant to the exchange offer was US$122,308,000 and the aggregate principal amount of the 2011 Notes validly tendered (and not withdrawn) pursuant to the exchange offer was US$67,022,000. The aggregate principal amount of the New Notes to be issued in connection with the exchange offer will be US$189,330,000 and the total cash consideration paid in connection with the exchange offer will be US$12,204,880.58.
The New Notes will mature on September 11, 2015 and bear interest at 4.625% per annum from and including September 11, 2009, payable semi-annually in arrears on March 11 and September 11 of each year (commencing March 11, 2010). The New Notes will be unconditionally and irrevocably guaranteed by the Company. The issuance of New Notes pursuant to the exchange offer will be a further issuance of the Issuer’s 4.625% Guaranteed Notes due 2015. The New Notes will be consolidated and will form a single series with the Issuer’s outstanding US$2,000,000,000 principal amount of the 4.625% Guaranteed Notes due 2015 that were originally issued on September 11, 2009, except that the New Notes sold outside of the United States pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”) will be subject to certain resale restrictions in the United States during the 40 day period after the later of the commencement of offering and the settlement date of the exchange offer. Application will be made to the Singapore Exchange Securities Trading Limited (”SGX-ST”) for permission to deal in and the listing of the New Notes. The SGX-ST takes no responsibility for the correctness of any statement made, opinion expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of the New Notes on the SGX-ST is not to be taken as an indication on the merits of the Issuer, the Company or the New Notes. The listing of the New Notes remains subject to the approval of the SGX-ST.
The settlement date for the New Notes (the “Settlement Date”) is expected to be October 28, 2009. All cash payments in connection with the exchange offer will also be payable on such date.
Any Existing Notes accepted for exchange by the Issuer in the exchange offer will not be cancelled. The Issuer has no current plans to transfer any Existing Notes accepted for exchange but may decide to do so in the future, including, if appropriate at the time, a transfer to the respective issuers which may or may not after such transfer decide to cancel such Existing Notes.
Persons with questions regarding the exchange offer should contact Thomas O’Connor at Morgan Stanley in New York at +1-800-624-1808 (toll free) or +1-212-761-5384 (collect). In Hong Kong, questions may be directed to Meng Gao at +852-2848-5961.
The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. Unless they are registered, the New Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell or exchange the Existing Notes or the New Notes. Neither this announcement nor the Offering Memorandum and accompanying Letter of Transmittal constitutes an offer to purchase in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws and tenders of Existing Notes pursuant to the exchange offer will not be accepted from Holders thereof in any jurisdiction where such invitation or tender is unlawful.
Source: Hutchison Whampoa International
Thomas O’Connor of Morgan Stanley in New York, +1-800-624-1808 (toll free), or +1-212-761-5384 (collect); or in Hong Kong, Meng Gao, +852-2848-5961
Tags: Hutchison Whampoa International, New York, United Kingdom