This announcement does not constitute an offer or invitation to subscribe for or purchase any securities and neither this announcement nor anything contained herein shall form the basis of any contract or commitment whatsoever. Such offer or invitation will be made only by means of a definitive offering circular and only in jurisdictions in which such offer or invitation may legally and validly be made. The Notes referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state of the United States, and may not be offered or sold in the United States or to any U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from or not subject to the registration requirements of the Securities Act.
HUTCHISON WHAMPOA LIMITED
(Incorporated in Hong Kong with limited liability)
FINANCIAL INFORMATION RELATING TO HUTCHISON WHAMPOA LIMITED RELEASED PURSUANT TO AN ISSUE OF GUARANTEED EXCHANGEABLE NOTES
BY HUTCHISON WHAMPOA INTERNATIONAL (00/03) LIMITED
(Incorporated in the British Virgin Islands with limited liability)
| A wholly-owned subsidiary of Hutchison Whampoa Limited has issued notes, which are
guaranteed by Hutchison Whampoa Limited, in an aggregate amount of US$3 billion (consisting
of an initial offering size of US$2.5 billion and a US$500 million over-allotment option which
was exercised on September 13, 2000). Such notes will, under certain conditions, be
exchangeable into a pro rata share of the exchange property which initially consists of ordinary
shares of Vodafone Group plc.
An offering circular dated September 11, 2000 (the "Offering Circular") has been prepared for distribution in the United States to qualified institutional buyers in reliance on the exemption from the registration requirements provided by Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act") and outside the United States in reliance on Regulation S under the Securities Act, which contains certain financial information not previously furnished to shareholders. Set out below is certain information extracted from the Offering Circular. |
INTRODUCTION
Hutchison Whampoa International (00/03) Limited (the "Issuer"), an indirect wholly-owned
subsidiary of Hutchison Whampoa Limited (the "Company" or "Hutchison") has issued notes
(the "Notes"), in an aggregate amount of US$3 billion (consisting of an initial offering size of
US$2.5 billion and a US$500 million over-allotment option which was exercised on September
13, 2000) and in the denomination of US$1,000 each. The Notes are unconditionally and
irrevocably guaranteed by the Company and each Note will, under certain conditions, be
exchangeable into a pro rata share of the exchange property, being initially 196.61 ordinary
shares of Vodafone Group plc per US$1,000 principal amount of Notes, at an initial exchange
price of 
3.5941 per share subject to adjustment in certain events.
THE ISSUE
The Company from time to time explores opportunities and proposals for funding. It currently considers the issue of the Notes as one such appropriate funding channel. A purchase agreement (the "Purchase Agreement") was entered into between (i) the Issuer; (ii) the Company and (iii) Merrill Lynch International as representative of the several purchasers named therein (together, the "Initial Purchasers") under which the Issuer has agreed to issue and sell and the Initial Purchasers have agreed to purchase the Notes subject to the terms and conditions set out in the Purchase Agreement. Application has been made to list the Notes on the Luxembourg Stock Exchange. No application will be made for listing of, or permission to deal in, the Notes on The Stock Exchange of Hong Kong Limited. The Notes are intended to be offered and sold by the Initial Purchasers in the United States to qualified institutional buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act.
OFFERING CIRCULAR
The Offering Circular has been prepared for distribution in the United States to qualified institutional buyers in reliance on the exemption from the registration requirements provided by Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act. The Offering Circular contains certain financial information relating to the Company which may not have been furnished previously to shareholders of the Company. Set out below is certain of such information extracted from the Offering Circular:
1. CAPITALISATION OF HUTCHISON
The following table sets forth the consolidated capitalisation of Hutchison as of June 30, 2000 (except where otherwise indicated) and as adjusted to give effect to the issuance of the Notes, the repayment of a short-term bank loan of A$670 million, equivalent to approximately HK$3,000 million, on July 3, 2000, a short-term bridging loan of US$101 million, equivalent to approximately HK$788 million, drawn down on July 7, 2000, a borrowing of HK$550 million, drawn down on August 4, 2000 pursuant to a loan facility of HK$4,000 million, a bank loan of A$844 million, equivalent to approximately HK$3,780 million, drawn down on September 6, 2000 and the anticipated issuance of HK$1,000 million fixed rate notes on or about September 18, 2000. The table has been prepared on a basis consistent with the principal accounting policies of Hutchison as set out in the Consolidated Financial Statements in the Offering Circular and should be read in conjunction with such Consolidated Financial Statements.
As of June 30, 2000
-----------------------------
As As
Actual Adjusted Adjusted
--------- -------- --------
HK$ HK$ US$
(in millions)
Short-term debt
(including current portion
of long-term debt) 22,182 19,970 2,560
========= ======== ========
Long term debt (net of current portion) 88,055 93,385 11,972
Notes offered hereby (1) - 19,500 2,500
Shareholders' funds
Ordinary shares 1,066 1,066 137
Share premium 27,955 27,955 3,584
Capital redemption reserves 404 404 52
Properties revaluation reserves (2) 15,963 15,963 2,046
Investment revaluation reserves 42,198 42,198 5,410
Exchange translation reserves (612) (612) (78)
Retained earnings 178,925 178,925 22,939
--------- -------- --------
Total shareholders' funds 265,899 265,899 34,090
--------- -------- --------
Total capitalisation 353,954 378,784 48,562
========= ======== ========
Total short-term debt and capitalisation 376,136 398,754 51,122
========= ======== ========
(1) The amount of Notes has subsequently increased to US$3 billion (approximately HK$23,400 million) as a result of the exercise of the over-allotment option of US$500 million on September 13, 2000 by Merrill Lynch International.
(2) The amounts represent the balance as of December 31, 1999.
As of June 30, 2000, the authorised share capital of Hutchison is HK$1,777,717,856, divided into 5,500,000,000 ordinary shares of HK$0.25 each and 402,717,856 7 1/2% cumulative redeemable participating preference shares of HK$1.00 each, of which 4,263,370,780 ordinary shares have been issued and fully paid.
As of the date of this announcement, except for adjustments included in the table above, there has been no material adverse change in the consolidated indebtedness of Hutchison since June 30, 2000 or any material adverse change in the capitalisation of Hutchison since June 30, 2000.
2. The following table sets forth Hutchison's turnover and profit attributable to sharesholders by activity, and the percentage of the total represented by such activity, for the periods indicated.
Turnover (1)
Unaudited
Six Months Ended June 30,
-----------------------------
1999 2000
------------- -------------
HK$ % HK$ %
(in millions, except percentages)
Activity:
Ports and related services 4,777 19.8 5,454 19.4
Telecommunications and e-commerce 3,512 14.5 3,986 14.2
Property and hotels 1,902 7.9 1,780 6.3
Retail and manufacturing 10,934 45.2 12,080 43.0
Energy, infrastructure,
finance and investments 3,040 12.6 4,791 17.1
------ ----- ------ -----
Total 24,165 100.0 28,091 100.0
====== ===== ====== =====
(1) Includes turnover for Hutchison and its subsidiary companies, without adjusting for minority interest.
Profit Attributable to the Shareholders
Unaudited
Six Months Ended June 30,
-----------------------------
1999 2000
------------- -------------
HK$ % HK$ %
(in millions, except percentages)
Activity:
Ports and related services 1,334 18.3 1,103 3.5
Telecommunications and e-commerce 3,696 50.5 26,065 83.7
Property and hotels (122) (1.7) (260) (0.8)
Retail and manufacturing 869 11.9 (79) (0.2)
Energy, infrastructure,
finance and investments 1,536 21.0 4,297 13.8
------ ----- ------ -----
Total 7,313 100.0 31,126 100.0
====== ===== ====== =====
3. Consolidated Profit and Loss
Unaudited
Six Months Ended June 30,
-------------------------
1999 2000
---------------- ------
HK$ HK$
(in millions, except
per share information)
Turnover 24,165 28,091
Operating expenses 17,172 20,146
---------------- ------
Operating profit 6,993 7,945
Finance costs 2,588 2,742
Profit on disposal of investments less provisions 3,343 25,520
Share of profits less losses of associated companies
and jointly controlled entities 627 1,737
---------------- ------
Profit before taxation 8,375 32,460
Taxation 458 748
---------------- ------
Profit after taxation 7,917 31,712
Minority interests 604 586
---------------- ------
Profit attributable to the shareholders 7,313 31,126
Dividends 1,860 2,174
---------------- ------
Profit for the period retained 5,453 28,952
================ =======
Earnings per share (1) 1.72 7.30
Dividends per share (1) 0.436 0.510
(1) The calculation of earnings per share and dividends per share for all the above periods is adjusted for the one-for-ten bonus share issue on May 26, 2000.
4. Consolidated Balance Sheet
Unaudited
Six Months Ended June 30,
-------------------------
1999 2000
---------------- -------
HK$ HK$
(in millions)
Net current assets
Current assets 33,554 54,886
Current liabilities 27,013 45,722
---------------- -------
Net current assets 6,541 9,164
---------------- -------
Non-current assets
Fixed assets 81,122 84,987
Other non current assets 2,026 54,534
Associated companies 22,806 30,632
Interests in joint ventures 40,743 38,525
Managed funds and other investments 29,466 148,479
---------------- -------
Total non current assets 176,163 357,157
---------------- -------
Total assets less current liabilities 182,704 366,321
---------------- -------
Non-current liabilities
Long term liabilities 79,217 88,055
Deferred taxation 241 112
---------------- -------
Total non current liabilities 79,458 88,167
---------------- -------
Minority interests 10,449 12,255
---------------- -------
Net assets 92,797 265,899
================ =======
Capital and Reserves
Share capital 969 1,066
Reserves 91,828 264,833
---------------- -------
Shareholders' funds 92,797 265,899
================ =======
5. Selected Consolidated Cash Flow Information
Unaudited
Six Months Ended June 30,
-------------------------
1999 2000
---------------- -------
HK$ HK$
(in millions)
Net cash inflow (outflow) from
operating activities 5,862 (882)
---------------- -------
Return on investments
Dividends received from associated companies and
jointly controlled entities 1,111 1,184
Interest income and other dividends received 1,531 2,947
---------------- -------
2,642 4,131
---------------- -------
Total net cash inflow from
operating activities and investments 8,504 3,249
---------------- -------
Servicing of finance
Interest paid (2,654) (3,438)
Dividends paid (3,597) (5,131)
---------------- -------
(6,251) (8,569)
---------------- -------
Taxation
Hong Kong profits tax paid (84) (128)
Overseas profits tax paid (51) (169)
---------------- -------
(135) (297)
---------------- -------
Investing activities
Proceeds on disposal of fixed assets
and investments 9,898 67,324
Purchase of fixed assets and other
non current assets (5,437) (59,132)
Purchase of subsidiary companies (1,812) (306)
Purchase of and advances to
associated companies, jointly
controlled entities and other joint ventures (5,383) (10,054)
Interest capitalized 282 790
---------------- -------
Total of investing activities before the following (2,452) (1,378)
Transfers to managed funds and other investments (2,556) (14,529)
---------------- -------
(5,008) (15,907)
---------------- -------
Net cash outflow before financing activities (2,890) (21,524)
Net cash inflow from financing activities 8,100 21,974
---------------- -------
Increase in cash and cash equivalents 5,210 450
================ =======
By Order of the Board
Edith Shih
Company Secretary
Hong Kong, 18 September, 2000
22/F, Hutchison House, 10 Harcourt Road, Hong Kong. Tel: 2128 1188 Fax: 2128 1705
Website: http://www.hutchison-whampoa.com
Please also refer to the published version of this announcement in Hong Kong iMail and Sing Tao Daily.
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