8th May 2015
Hutchison Whampoa Limited
DISCLOSEABLE TRANSACTION – SUBSCRIPTION BY
CO-INVESTORS OF SHARES IN
THE COMBINED BUSINESS OF 3 UK AND O2 UK
SUMMARY
The Board is pleased to announce that on 8 May 2015, the Company and MergeCo (as at the date of this announcement, an indirect wholly owned subsidiary of the Company) entered into a Subscription Agreement with the Co-Investors pursuant to which the Co-Investors have conditionally agreed to pay cash of up to £2,770,212,766 (equivalent to approximately HK$32,743,914,894), payable on or about the date of Completion (the “Co-Investor Subscription Amount”) to subscribe for ordinary shares in MergeCo, representing approximately 32.98% of the issued share capital of MergeCo at Completion.
Pursuant to the Shareholders’ Agreement, a potential further amount in cash of up to £329,787,234 (equivalent to approximately HK$3,898,085,106), being the Co-Investors’ pro rata portion, is payable by the Co-Investors in the event that MergeCo is obliged to make or procure the making of certain deferred upside interest sharing payments to Telefónica, S.A. under the O2 SPA, further details of which are set out in the section headed “Potential Deferred Upside Interest Sharing Payments to Telefónica, S.A.” below (the “Further Co-Investor Subscription Amount”).
LISTING RULES IMPLICATIONS
As at the date of this announcement, MergeCo is an indirect wholly owned subsidiary of the Company. Upon Completion, MergeCo will hold the Combined Business, and will be indirectly held as to approximately 67.02% by the Company and approximately 32.98% by the Co-Investors. As the percentage equity interest of the Company in MergeCo will be diluted from 100% to approximately 67.02%, the Subscription constitutes a deemed disposal under Rule 14.29 of the Listing Rules.
As one or more of the applicable percentage ratios (as set out and calculated under Rule 14.07 of the Listing Rules) in respect of the Subscription is more than 5% but all are less than 25%, the Subscription constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
As Completion is conditional on the satisfaction (or, if applicable, waiver) of certain conditions, the Subscription may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the shares of the Company.
A. THE SUBSCRIPTION
1 INTRODUCTION
The Board is pleased to announce that on 8 May 2015, the Company and MergeCo (as at the date of this announcement, an indirect wholly owned subsidiary of the Company) entered into a Subscription Agreement with the Co-Investors pursuant to which the Co-Investors have conditionally agreed to pay the Co-Investor Subscription Amount to subscribe for ordinary shares in MergeCo, representing approximately 32.98% of the issued share capital of MergeCo at Completion, and to enter into the Shareholders’ Agreement (further details of which are set out in the section headed “Shareholders’ Agreement” below).
Pursuant to the Shareholders’ Agreement, the Co-Investors may be required to pay the Further Co-nvestor Subscription Amount, being the Co-Investors’ pro rata portion, in the event that MergeCo is obliged to make or procure the making of certain deferred upside interest sharing payments to Telefónica, S.A. under the O2 SPA.
Upon Completion, MergeCo will be indirectly held as to approximately 67.02% by the Company and approximately 32.98% by the Co-Investors. MergeCo will at Completion, remain a subsidiary of the Company.
2 PRINCIPAL TERMS OF THE SUBSCRIPTION AGREEMENT
The terms and conditions of the Subscription Agreement, including the consideration payable, were determined on an arm’s length basis and are on normal commercial terms.
Date: 8 May 2015
Parties
(i) The Company
(ii) MergeCo
(iii) CPPIB
(iv) the GIC Investor
(v) Limpart
(vi) CDPQ
(vii) BTGI and BTG Pactual GPIF1
Subscription Amount
The Co-Investors have conditionally agreed to pay the Co-Investor Subscription Amount to subscribe for ordinary shares in MergeCo, representing approximately 32.98% of the issued share capital of MergeCo at Completion, and to enter into the Shareholders’ Agreement.
The Company will ensure that the HWL Subscriber(s) subscribe, on Completion, for ordinary shares in MergeCo (which, when aggregated with currently held shares in MergeCo, will represent approximately 67.02% of the issued share capital of MergeCo) at the subscription amount of £5,629,000,000 (equivalent to approximately HK$66,534,780,000) to be satisfied by the contribution of up to £279,787,234 (equivalent to approximately HK$3,307,085,106) in cash and the injection of its entire interest in the 3 UK Business.
Consideration
The total cash consideration for the Subscription by the Co-Investors is the Co-Investor Subscription Amount. Such consideration was determined by reference to, among other things, the anticipated financial position and performance of the Combined Business, and is based on arm’s length negotiations between the parties.
Conditions
Completion is conditional on the satisfaction or waiver of certain conditions (the “Conditions”), including, among other things: (i) the satisfaction or waiver of all the conditions precedent set forth in the O2 SPA, or their satisfaction or waiver subject only to completion of the O2 Acquisition; and (ii) completion of the Planned Reorganisation.
Should any of the Conditions not be satisfied or waived by the tenth Business Day after the Long Stop Date, the Subscription Agreement will automatically terminate unless the parties agree otherwise in writing. In the event that the Subscription Agreement is terminated, further announcement(s) will be made as and when appropriate in accordance with the Listing Rules.
Completion
Completion shall take place following the satisfaction or waiver of all the Conditions.
Directors
The Directors confirm that to the best of their knowledge, information and belief, having made all reasonable enquiries, each Co-Investor and each Co-Investor’s ultimate beneficial owner(s) are third parties independent of the Company and the connected persons of the Company (as defined in the Listing Rules).
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D. INFORMATION ABOUT THE GROUP
The Group operates and invests in six core businesses: ports and related services, property and hotels, retail, infrastructure, energy, and telecommunications.
MergeCo was incorporated on 3 March 2015. Accordingly, it had no net asset value as at 1 January 2015, and has not recorded any profit or loss for either of the financial years ended 31 December 2013 or 31 December 2014 respectively.
O2 UK Business
The unaudited net asset value of the O2 UK Business was £6.9 billion as at 31 December 2014. The unaudited net profit (before taxation) of the O2 UK Business for the years ended 31 December 2013 and 31 December 2014 was £378 million and £373 million respectively. The unaudited net profit (after taxation) of the O2 UK Business for the years ended 31 December 2013 and 31 December 2014 was £303 million and £290 million respectively.
The financial figures of the O2 UK Business set out in this announcement are derived from the unaudited financial information of the O2 UK Business prepared using the accounting policies of Telefónica, S.A., which are in accordance with IFRS as adopted for use in the European Union, and do not take into account the contemplated pre-Completion reorganisation of certain parts of the O2 UK Business.
3 UK Business
The audited net liability value (including shareholders’ loans) of the 3 UK Business was £5.2 billion as at 31 December 2014. The audited net profit (before taxation) of the 3 UK Business for the years ended 31 December 2013 and 31 December 2014 was £166.5 million and £281.7 million respectively. The audited net profit (after taxation) of the 3 UK Business for the years ended 31 December 2013 and 31 December 2014 was £337.6 million and £445.3 million respectively.
The financial figures of the 3 UK Business set out in this announcement are derived from the audited financial information of Hutchison 3G UK Limited, which is prepared in accordance with UK GAAP.
E. INFORMATION ABOUT THE CO-INVESTORS
CPPIB is a global investment management organization that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of contributors and beneficiaries.
The GIC Investor is an Affiliate of GIC Private Limited, a sovereign wealth fund established in 1981 by the Singapore Government.
Limpart is a wholly owned subsidiary of the Abu Dhabi Investment Authority.
CDPQ is a long-term institutional investor that manages funds primarily for public and parapublic pension and insurance plans.
BTGI and BTG Pactual GPIF1 are Affiliates of BTG Pactual, a global financial firm headquartered in São Paulo.
G. DEFINITIONS
“Co-Investors”
(i) Canada Pension Plan Investment Board (“CPPIB”);
(ii)
Evening Gold Investment Pte. Ltd., an Affiliate of GIC Private Limited (the “GIC Investor”);
(iii) Limpart Holdings Limited, a wholly owned subsidiary of the Abu Dhabi Investment Authority (“Limpart”);
(iv) Caisse de dépôt et placement du Québec (“CDPQ”); and
(v) BTG Investments, L.P. (“BTGI”) and BTG Pactual Global Partnership Investing Fund 1 LP (“BTG Pactual GPIF1”)
“MergeCo”
Hutchison 3G UK Holdings (CI) Limited, a company incorporated in the Cayman Islands having its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
“O2 Acquisition”
the proposed acquisition of the entire issued share capital of Telefonica Europe plc pursuant to the O2 SPA
“O2 SPA”
the agreement entered into on 25 March 2015 between Telefónica, S.A., Hutchison 3G UK Investments Limited and MergeCo for the sale and purchase of the entire issued share capital of Telefonica
Europe plc
“O2 UK Business”
the telecommunications business carried on by Telefonica Europe plc group in the UK, primarily under the commercial brand ‘O2’
“Planned Reorganisation”
the steps required to reorganise certain Group companies engaged in the 3 UK Business so as to transfer under the direct or indirect ownership of MergeCo the following companies prior to Completion: (i) Hutchison 3G UK Holdings Limited, (ii) Hutchison 3G UK Limited, (iii) Advanced Telecoms Debt Collection Services Limited, (iv) 3 UK Retail Limited, (v) ID Communications Limited, (vi) Fanster Gain Limited, (vii) Hong Kong Finco, (viii) Hutchison 3G UK Investments Limited, (ix) Mobile Broadband Network Limited and (x) Digital Mobile Spectrum Limited
“3 UK Business”
the telecommunications business carried on in the UK by Hutchison 3G UK Limited, an indirect wholly owned subsidiary of the Company, under the commercial brand ‘3’
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