HUTCHISON WHAMPOA LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute an offer to issue or sell or the invitation of an offer to acquire, purchase or subscribe for securities in Hong Kong, the United States or any other jurisdiction, nor is it intended to invite any such offer or invitation. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. The securities described herein have not been and will not be registered under the U.S. Securities Act.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 0013) MERGER PROPOSAL CLOSURE OF REGISTER OF MEMBERS FOR DETERMINING ENTITLEMENT TO ATTEND AND VOTE AT THE COURT MEETING AND THE GENERAL MEETING 1. INTRODUCTIONReference is made to the announcement jointly published by Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited (the "Company") dated 9 January 2015 (the "Announcement") in relation to the Cheung Kong Reorganisation Proposal, the Merger Proposal and the Spin-off Proposal. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcement.
2. COURT MEETING AND GENERAL MEETING
As mentioned in the Announcement, a court meeting (the "Court Meeting") of the Hutchison Scheme Shareholders will be convened at the direction of the Court for the purpose of considering and, if thought fit, approving the Hutchison Scheme. A general meeting (the "General Meeting") of the Company will be convened to be held following the Court Meeting, for the purpose of considering and, if thought fit, passing, among others, (i) a special resolution to approve the Hutchison Scheme and the implementation of the Hutchison Scheme, including the reduction and restoration of the issued share capital of the Company under the Hutchison Proposal and (ii) an ordinary resolution to approve the Husky Share Exchange (as a special deal under Rule 25 of the Takeovers Code in relation to the Hutchison Proposal).
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It is currently expected that the Court Meeting will be held at 2:00 p.m. on Monday, 20 April
2015 and the General Meeting will be held at 2:30 p.m. on the same day or as soon thereafter as the Court Meeting shall have been concluded or adjourned.
On the basis that the Court Meeting and the General Meeting are expected to be held on Monday, 20 April 2015, the register of members of the Company will be closed from Wednesday, 15 April 2015 to Monday, 20 April 2015 (both days inclusive) for the purpose of determining the entitlement of Hutchison Scheme Shareholders to attend and vote at the Court Meeting and Hutchison Shareholders to attend and vote at the General Meeting. For the avoidance of doubt, this period of closure is not for determining the entitlements of Hutchison Scheme Shareholders to the CKH Holdings Shares under the Hutchison Scheme.
During such period of closure of the register of members, no transfers of Hutchison Shares will be registered. In order to qualify to attend and vote at the Court Meeting and the General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Rooms
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 14 April 2015.
An announcement will be made by the Company in relation to the results of the Court Meeting and the General Meeting, and if all the resolutions are passed at those meetings, further announcement(s) will be made in relation to, among other things, the results of the Court hearing of the petition to sanction the Hutchison Scheme, the effective date of the Hutchison Scheme and the date of withdrawal of the listing of Hutchison Shares on the Stock Exchange.
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Shareholders and holders of other securities of the Company, and potential investors in the securities of the Company, should exercise caution when dealing in the shares or other securities of the Company. Any person who is in doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).By order of the Board
Edith ShihCompany Secretary
Hong Kong, 27 March 2015
As at the date of this announcement, the directors of the Company (the "Directors") are:
Mr LI Ka-shing (Chairman)
Mr LI Tzar Kuoi, Victor (Deputy Chairman)
Mr FOK Kin Ning, Canning
Mrs CHOW WOO Mo Fong, Susan
Mr Frank John SIXT
Mr LAI Kai Ming, Dominic
Mr KAM Hing Lam
Mr LEE Yeh Kwong, Charles
Mr George Colin MAGNUS
Mr CHENG Hoi Chuen, Vincent
The Hon Sir Michael David KADOORIE Ms LEE Wai Mun, Rose
Mr William Elkin MOCATTA
(Alternate to The Hon Sir Michael David
Kadoorie)
Mr William SHURNIAK Mr WONG Chung Hin
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission
of which would make any statement in this announcement misleading.
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