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.
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 0001)
CHEUNG KONG PROPERTY HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1113)
(Incorporated in the British Virgin Islands with limited liability) (Incorporated in Hong Kong with limited liability)
JOINT ANNOUNCEMENT MERGER PROPOSAL AND SPIN-OFF PROPOSAL (1) COMPLETION OF THE HUSKY SHARE EXCHANGE (2) EFFECTIVE DATE OF THE HUTCHISON SCHEME, COMPLETION OF THE HUTCHISON PROPOSAL AND DESPATCH OF SHARE CERTIFICATES FOR CKH HOLDINGS SHARES (3) WITHDRAWAL OF LISTING OF HUTCHISON SHARES (4) COMPLETION OF THE PROPERTY BUSINESSES COMBINATION, THE DISTRIBUTION IN SPECIE AND THE SPIN-OFF PROPOSAL AND DESPATCH OF SHARE CERTIFICATES FOR CK PROPERTY SHARES (5) COMMENCEMENT OF DEALINGS IN CK PROPERTY SHARES (6) COMMENCEMENT OF ODD LOT MATCHING SERVICE AND UPDATED CONTACT DETAILS FOR ODD LOT TRADERS (7) CHANGES TO THE CKH HOLDINGS BOARD AND MEMBERS OF THE BOARD COMMITTEES OF CKH HOLDINGS (8) CHANGE OF COMPANY SECRETARY OF CKH HOLDINGS (9) CHANGE OF AUTHORISED REPRESENTATIVE OF CKH HOLDINGS FOR ACCEPTANCE OF SERVICE OF PROCESS AND NOTICES (10) CHANGE OF PRINCIPAL PLACE OF BUSINESS OF CKH HOLDINGS
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The Hutchison Board and the CKH Holdings Board announce that the Husky Share Exchange has been completed in the early morning of 3 June 2015.
The Hutchison Board, the CKH Holdings Board and the board of directors of the Hutchison Proposal Offeror further announce that the Hutchison Scheme has become effective, and the Hutchison Proposal has become unconditional and has been completed, on 3 June 2015.
Listing of the Hutchison Shares on the Main Board has been withdrawn at 9:00 a.m. on 3 June
2015.
The CKH Holdings Board, the Hutchison Board and the board of directors of CK Property announce that, immediately following completion of the Husky Share Exchange and the Hutchison Proposal, the Property Businesses Combination has been completed on 3 June 2015. Immediately following completion of the Property Businesses Combination, the Distribution In Specie and the Spin-off Proposal have been completed on 3 June 2015.
COMMENCEMENT OF DEALINGS IN CK PROPERTY SHARESDealings in CK Property Shares on the Main Board commenced at 9:00 a.m. on 3 June 2015.
CHANGES TO THE CKH HOLDINGS BOARD AND MEMBERS OF THE BOARD COMMITTEES OF CKH HOLDINGSWith effect from 3 June 2015, the composition of the CKH Holdings Board and the board committees of CKH Holdings has been changed as follows:
Re-designation of CKH Holdings Directors
(a) Mr LI Tzar Kuoi, Victor has been re-designated from Executive Director, Managing Director and Deputy Chairman to Executive Director, Group Co-Managing Director and Deputy Chairman of CKH Holdings.
(b) Mr FOK Kin Ning, Canning has been re-designated from Non-executive Director to
Executive Director and Group Co-Managing Director of CKH Holdings.
(c) Mr Frank John SIXT has been re-designated from Non-executive Director to Executive
Director, Group Finance Director and Deputy Managing Director of CKH Holdings.
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(a) Mrs CHOW WOO Mo Fong, Susan has been appointed as Executive Director and Group
Deputy Managing Director of CKH Holdings.
(b) Mr LAI Kai Ming, Dominic has been appointed as Executive Director and Deputy
Managing Director of CKH Holdings.
(c) Mr CHENG Hoi Chuen, Vincent, has been appointed as Independent Non-executive Director and member of both the Audit Committee and the Remuneration Committee of CKH Holdings.
(d) Mr William SHURNIAK has been appointed as Independent Non-executive Director and member of the Audit Committee of CKH Holdings.
(e) Mr WONG Chung Hin has been appointed as Independent Non-executive Director and Chairman of the Audit Committee and member of the Remuneration Committee of CKH Holdings.
(f) The Hon Sir Michael David KADOORIE and Ms LEE Wai Mun, Rose have been appointed as Independent Non-executive Directors of CKH Holdings.
(g) Mr William Elkin MOCATTA has been appointed as Alternate Director to The Hon Sir Michael David KADOORIE in his capacity as Independent Non-executive Director of CKH Holdings.
(a) Mr CHUNG Sun Keung, Davy, Ms PAU Yee Wan, Ezra, Ms WOO Chia Ching, Grace and
Mr CHIU Kwok Hung, Justin have resigned as Executive Directors of CKH Holdings.
(b) Mr YEH Yuan Chang, Anthony, Mr Simon MURRAY, Mr CHOW Nin Mow, Albert, Ms HUNG Siu-lin, Katherine and Mr CHEONG Ying Chew, Henry have resigned as Independent Non-executive Directors of CKH Holdings.
(a) Dr WONG Yick-ming, Rosanna has ceased to be Alternate Director to Mr Simon Murray in his former capacity as Independent Non-executive Director of CKH Holdings.
(b) Ms HUNG Siu-lin, Katherine has ceased to be member of the Audit Committee of CKH Holdings.
(c) Mr CHEONG Ying Chew, Henry has ceased to be the Chairman of the Audit Committee of
CKH Holdings.
(d) Mr KWOK Tun-li, Stanley has ceased to be member of the Remuneration Committee of
CKH Holdings.
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With effect from 3 June 2015, Ms Eirene YEUNG has resigned as Company Secretary of CKH Holdings and Ms Edith SHIH has been appointed as Company Secretary of CKH Holdings.
CHANGE OF AUTHORISED REPRESENTATIVE OF CKH HOLDINGS FOR ACCEPTANCE OF SERVICE OF PROCESS AND NOTICESWith effect from 3 June 2015, Ms Edith SHIH has been appointed as the authorised representative of CKH Holdings pursuant to Part 16 of the Companies Ordinance for acceptance of service of process and notices in place of Mr IP Tak Chuen, Edmond and Ms Eirene YEUNG.
CHANGE OF PRINCIPAL PLACE OF BUSINESS OF CKH HOLDINGS
With effect from 3 June 2015, the principal place of business of CKH Holdings has been changed to 12/F, Cheung Kong Center, 2 Queen's Road Central, Hong Kong.
Reference is made to (i) the announcement jointly issued by Cheung Kong (Holdings) Limited ("Cheung Kong") and Hutchison Whampoa Limited ("Hutchison") on 9 January 2015 (the "Joint Announcement"); (ii) the circular issued by CK Hutchison Holdings Limited ("CKH Holdings") on 31 March 2015 (the "Circular"); (iii) the scheme document jointly issued by CKH Holdings, CK Global Investments Limited (the "Hutchison Proposal Offeror") and Hutchison on 31 March 2015, in relation to, among other things, the Merger Proposal (the "Scheme Document"); (iv) the announcement jointly issued by CKH Holdings, the Hutchison Proposal Offeror and Hutchison on 8 May 2015 in relation to, among other things, the proposed issue by Cheung Kong Property Holdings Limited ("CK Property") of new CK Property Shares immediately following completion of the Property Businesses Combination pursuant to the Spin-off Proposal (the "Distribution In Specie") and the expected timetable for the listing by way of introduction of CK Property; and (v) the listing document issued by CK Property on 8 May 2015 (the "Listing Document"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Joint Announcement.
2. COMPLETION OF THE HUSKY SHARE EXCHANGE
The Hutchison Board and the CKH Holdings Board announce that the Husky Share Exchange has been completed in the early morning on 3 June 2015. A total of 84,427,246 new CKH Holdings Shares were issued by CKH Holdings pursuant to the Husky Share Exchange on 3
June 2015.
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The Hutchison Board, the CKH Holdings Board and the board of directors of the Hutchison Proposal Offeror further announce that on 3 June 2015, an office copy of the order of the Court sanctioning the Hutchison Scheme, together with the minute and return that comply with subsections (2) and (3) of section 230 of the Companies Ordinance, respectively, have been registered by the Companies Registrar. Upon such registration, the Hutchison Scheme has become effective, and the Hutchison Proposal has become unconditional and has been completed, on 3 June 2015.
A total of 1,459,086,916 new CKH Holdings Shares were issued by CKH Holdings pursuant to the Hutchison Scheme on 3 June 2015. Share certificates for such CKH Holdings Shares were despatched by ordinary post on 2 June 2015 and have become valid on 3 June 2015. The Non- Qualifying Hutchison Overseas Shareholders are the Hutchison Scheme Shareholders in the United Arab Emirates.
Listing of the Hutchison Shares on the Main Board has been withdrawn at 9:00 a.m. on
Wednesday, 3 June 2015.
The CKH Holdings Board, the Hutchison Board and the board of directors of CK Property announce that, immediately following completion of the Husky Share Exchange and the Hutchison Proposal, the Property Businesses Combination has been completed on 3 June 2015 and accordingly, the Group Property Businesses are held by the CK Property Group.
Immediately following completion of the Property Businesses Combination, the Distribution In
Specie and the Spin-off Proposal have been completed on 3 June 2015.
A total of 3,859,678,500 new CK Property Shares were issued by CK Property pursuant to the Distribution In Specie on 3 June 2015. Share certificates for such CK Property Shares were despatched by ordinary post on 2 June 2015 and have become effective on 3 June 2015. Subject to certain exceptions as set out in the Listing Document, the Non-Qualifying CKH Holdings Overseas Shareholders are the CKH Holdings Shareholders in Australia, the Cayman Islands, the United Arab Emirates and the United States.
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Dealings in CK Property Shares on the Main Board commenced at 9:00 a.m. on 3 June 2015.
7. COMMENCEMENT OF ODD LOT MATCHING SERVICE AND UPDATED CONTACT DETAILS FOR ODD LOT TRADERS FOR CKH HOLDINGS SHARES AND CK PROPERTY SHARES
As stated in the Scheme Document and the Listing Document, Fulbright Securities Limited and One China Securities Limited (the "Odd Lot Traders") have been appointed to provide, on a best efforts basis, a service to match the sale and purchase of odd lots of CKH Holdings Shares and CK Property Shares (the "Matching Service") during the period of 60 days commencing from (and including) 3 June 2015.
The updated contact details of the Odd Lot Traders are set out below:
33rd Floor, Cosco Tower
Grand Millennium Plaza
No. 183 Queen's Road Central
Hong Kong
Attention: Nick YU
Telephone: +852 2805 0727
+852 2805 0757
2/F, Cheong K. Building
86 Des Voeux Road Central
Hong Kong
Attention: Marco KO
Frankie MAK
Telephone: +852 3188 9878
+852 3188 4321
Please refer to the Scheme Document and the Listing Document for further information on the
Matching Service.
As set out in the Circular, following completion of the Merger Proposal and the Spin-off Proposal, the composition of the CKH Holdings Board would change. Accordingly, with effect from 3 June 2015, the composition of the CKH Holdings Board and the board committees of CKH Holdings has been changed as follows:
Re-designation of CKH Holdings Directors
(a) Mr LI Tzar Kuoi, Victor has been re-designated from Executive Director, Managing Director and Deputy Chairman to Executive Director, Group Co-Managing Director and Deputy Chairman of CKH Holdings.
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(b) Mr FOK Kin Ning, Canning has been re-designated from Non-executive Director to
Executive Director and Group Co-Managing Director of CKH Holdings.
(c) Mr Frank John SIXT has been re-designated from Non-executive Director to Executive
Director, Group Finance Director and Deputy Managing Director of CKH Holdings.
(a) Mrs CHOW WOO Mo Fong, Susan has been appointed as Executive Director and Group
Deputy Managing Director of CKH Holdings.
(b) Mr LAI Kai Ming, Dominic has been appointed as Executive Director and Deputy
Managing Director of CKH Holdings.
(c) Mr CHENG Hoi Chuen, Vincent, has been appointed as Independent Non-executive Director and member of both the Audit Committee and the Remuneration Committee of CKH Holdings.
(d) Mr William SHURNIAK has been appointed as Independent Non-executive Director and member of the Audit Committee of CKH Holdings.
(e) Mr WONG Chung Hin has been appointed as Independent Non-executive Director and Chairman of the Audit Committee and member of the Remuneration Committee of CKH Holdings.
(f) The Hon Sir Michael David KADOORIE and Ms LEE Wai Mun, Rose have been appointed as Independent Non-executive Directors of CKH Holdings.
(g) Mr William Elkin MOCATTA has been appointed as Alternate Director to The Hon Sir Michael David KADOORIE in his capacity as Independent Non-executive Director of CKH Holdings.
(a) Mr CHUNG Sun Keung, Davy, Ms PAU Yee Wan, Ezra, Ms WOO Chia Ching, Grace and
Mr CHIU Kwok Hung, Justin have resigned as Executive Directors of CKH Holdings.
(b) Mr YEH Yuan Chang, Anthony, Mr Simon MURRAY, Mr CHOW Nin Mow, Albert, Ms HUNG Siu-lin, Katherine and Mr CHEONG Ying Chew, Henry have resigned as Independent Non-executive Directors of CKH Holdings.
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With effect from 3 June 2015:
(a) Dr WONG Yick-ming, Rosanna has ceased to be Alternate Director to Mr Simon Murray in his former capacity as Independent Non-executive Director of CKH Holdings;
(b) Ms HUNG Siu-lin, Katherine has ceased to be member of the Audit Committee of CKH Holdings;
(c) Mr CHEONG Ying Chew, Henry has ceased to be the Chairman of the Audit Committee of
CKH Holdings;
(d) Mr KWOK Tun-li, Stanley has ceased to be member of the Remuneration Committee of
CKH Holdings; and
(e) the Executive Committee of CKH Holdings has been abolished.
Each of Mr CHUNG Sun Keung, Davy, Ms PAU Yee Wan, Ezra, Ms WOO Chia Ching, Grace, Mr CHIU Kwok Hung, Justin, Mr YEH Yuan Chang, Anthony, Mr Simon MURRAY, Mr CHOW Nin Mow, Albert, Ms HUNG Siu-lin, Katherine and Mr CHEONG Ying Chew, Henry has confirmed that he/she has no disagreement with the CKH Holdings Board and does not have any matters in relation to his/her resignation that should be brought to the attention of the CKH Holdings Shareholders.
The CKH Holdings Board would like to express its sincere appreciation and gratitude to each of Mr Chung, Ms Pau, Ms Woo, Mr Chiu, Mr Yeh, Mr Murray, Mr Chow, Ms Hung and Mr Cheong for their invaluable contributions to the CKH Holdings Group over the years. The CKH Holdings Board would also like to extend its warm welcome to Mrs Chow, Mr Lai, Mr Cheng, The Hon Sir Michael David Kadoorie, Ms Lee, Mr Shurniak and Mr Wong in joining the CKH Holdings Board.
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Set out below are the biographical profiles of the re-designated and new CKH Holdings
Directors:
Executive Director, Group Co-Managing Director and Deputy Chairman of CKH Holdings
Mr Victor Li, BSc, MSc, LLD, aged 50, has been a Director of CKH Holdings since
11 December 2014, and has been designated as an Executive Director, Managing Director and Deputy Chairman of CKH Holdings since 9 January 2015 and re-designated as Executive Director, Group Co-Managing Director and Deputy Chairman of CKH Holdings since 3 June
2015. He joined the Cheung Kong Group in 1985 and acted as the Deputy Managing Director of Cheung Kong from 1993 to 1998. He has been the Deputy Chairman of Cheung Kong since
1994, the Managing Director of Cheung Kong since 1999 and the Chairman of the Executive
Committee of Cheung Kong since March 2013. He has been a Director of CK Property since
5 January 2015 and has been designated as an Executive Director, Managing Director and Deputy Chairman of CK Property since 26 February 2015. He has been the Chairman of the Executive Committee of CK Property since 3 June 2015. He is also the Deputy Chairman of Hutchison, the Chairman of Cheung Kong Infrastructure Holdings Limited ("CKI") and CK Life Sciences Int'l., (Holdings) Inc., a Non-executive Director of Power Assets Holdings Limited ("Power Assets"), a Non-executive Director of HK Electric Investments Manager Limited ("HKEIM") as the trustee-manager of HK Electric Investments ("HKEI"), and a Non- executive Director and the Deputy Chairman of HK Electric Investments Limited ("HKEIL"), and Co-Chairman of Husky Energy Inc. ("Husky"). Except for Cheung Kong, HKEIM and Hutchison, all the companies/investment trust mentioned above are listed in Hong Kong or overseas.
Mr Victor Li is also the Deputy Chairman of Li Ka Shing Foundation Limited, Li Ka Shing (Overseas) Foundation and Li Ka Shing (Canada) Foundation, and a Director of The Hongkong and Shanghai Banking Corporation Limited. Mr Victor Li serves as a member of the Standing Committee of the 12th National Committee of the Chinese People's Political Consultative Conference ("CPPCC") of the People's Republic of China. He is also a member of the Commission on Strategic Development of Hong Kong Special Administrative Region and Vice Chairman of the Hong Kong General Chamber of Commerce. Mr Victor Li is the Honorary Consul of Barbados in Hong Kong. He was previously a member of the Council for Sustainable Development of Hong Kong Special Administrative Region. He holds a Bachelor of Science degree in Civil Engineering, a Master of Science degree in Civil Engineering and an honorary degree, Doctor of Laws, honoris causa (LL.D.).
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Mr Victor Li is a son of Mr Li Ka-shing, the Chairman of CKH Holdings and a substantial shareholder of CKH Holdings within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "SFO"), and a nephew of Mr Kam Hing Lam, Deputy Managing Director of CKH Holdings. Mr Victor Li is also a director of certain substantial shareholders of CKH Holdings within the meaning of Part XV of the SFO, and a director of certain companies controlled by certain substantial shareholders of CKH Holdings. TDT1 as trustee of DT1, TDT2 as trustee of DT2, and TUT1 as trustee of UT1 in which each of TDT1 and TDT2 holds units, are substantial shareholders of CKH Holdings within the meaning of Part XV of the SFO. The discretionary beneficiaries of each of DT1 and DT2 include Mr Victor Li, his wife and children. Save as disclosed above, Mr Victor Li does not have any relationship with any other CKH Holdings Directors, senior management or substantial or controlling shareholders of CKH Holdings. He has a personal interest of
220,000 CKH Holdings Shares, family interest of 405,200 CKH Holdings Shares, corporate interest of 2,272,350 CKH Holdings Shares and other interest of 1,028,753,254 CKH Holdings Shares within the meaning of Part XV of the SFO. The term of his service as a Director of CKH Holdings is subject to retirement by rotation and re-election at the annual general meeting of CKH Holdings in accordance with the provisions of the Articles of Association of CKH Holdings (the "CKH Holdings Articles of Association"). The director's fee of Mr Victor Li as an Executive Director of CKH Holdings under his appointment letter dated 9 January 2015 is HK$220,000 per annum. The emoluments of Executive Directors of CKH Holdings are determined by reference to the performance and profitability of CKH Holdings, as well as the prevailing market conditions.
Mr Victor Li previously held directorship in Star River Investment Limited ("Star River") (ceased to act as director on 4 June 2005), a company owned as to 50% by Cheung Kong with its place of incorporation in Hong Kong and active in acquiring property for development. Star River commenced creditors' voluntary winding up on 28 September 2004, with a wholly owned subsidiary of Cheung Kong being the petitioning creditor. The amount involved in the winding up was HK$17,259,710.34 and Star River was dissolved on 4 June 2005.
Save as disclosed above, there are no other matters concerning Mr Victor Li that are required to be brought to the attention of the CKH Holdings Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
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Executive Director and Group Co-Managing Director of CKH Holdings
Mr Fok, BA, DFM, CA (Aus), aged 63, has been a Non-executive Director of CKH Holdings since 9 January 2015 and was re-designated as an Executive Director and Group Co- Managing Director of CKH Holdings with effect from 3 June 2015. He has been a Director of Cheung Kong since 1985. Mr Fok is also the Group Managing Director of Hutchison and Deputy Chairman of CKI. He is also the Chairman of Hutchison Telecommunications Hong Kong Holdings Limited ("HTHKH"), Hutchison Telecommunications (Australia) Limited ("HTAL"), Hutchison Port Holdings Management Pte. Limited ("HPHM") as the trustee- manager of Hutchison Port Holdings Trust ("HPH Trust"), Power Assets, HKEIM as the trustee-manager of HKEI, and HKEIL, Co-Chairman of Husky and an Alternate Director to a Director of HTHKH. He was previously the Chairman of Hutchison Harbour Ring Limited ("HHR", now known as China Oceanwide Holdings Limited) (resigned on 19 December
2014). Except for Cheung Kong, HPHM, HKEIM and Hutchison, all the companies/business trust/investment trust mentioned above are listed in Hong Kong or overseas. He holds a Bachelor of Arts degree and a Diploma in Financial Management, and is a member of The Institute of Chartered Accountants in Australia.
Mr Fok is a director of certain companies controlled by a substantial shareholder of CKH Holdings within the meaning of Part XV of the SFO. Save as disclosed above, Mr Fok does not have any relationship with any other CKH Holdings Directors, senior management or substantial or controlling shareholders of CKH Holdings. He has a corporate interest of
4,111,438 CKH Holdings Shares within the meaning of Part XV of the SFO. The term of his service as a Director of CKH Holdings is subject to retirement by rotation and re-election at the annual general meeting of CKH Holdings in accordance with the provisions of the CKH Holdings Articles of Association. The director's fee of Mr Fok as an Executive Director of CKH Holdings under his appointment letter dated 29 May 2015 is HK$220,000 per annum. The emoluments of Executive Directors of CKH Holdings are determined by reference to the performance and profitability of CKH Holdings, as well as the prevailing market conditions.
Mr Fok previously held directorship in Peregrine Investments Holdings Limited ("Peregrine") (resigned on 12 January 1998), a company incorporated in Bermuda and registered under Part XI of the former Companies Ordinance (Cap. 32 of the Laws of Hong Kong) which was an investment bank. Peregrine commenced compulsory liquidation on 18 March 1998. The liquidation of Peregrine is still in progress and the total claims amounts admitted by the liquidators of Peregrine amount to HK$15,278 million.
Save as disclosed above, there are no other matters concerning Mr Fok that are required to be brought to the attention of the CKH Holdings Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
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