Disclosure of Further Corporate Information
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Disclosure of Further Corporate Information Set out below is information disclosed pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"):- Commentary on Annual Results (I) Review of 1999 results The Group generates most of its turnover from subscription fees charged to our pay-TV customers for basic, premium and pay-per-view services, installation and other support services. It also derives additional revenues from advertising income, satellite television systems services and programme guide sales. In 1999, the Group began to generate revenues from Internet services with the launch of its dial up access service in March. With the receipt of its FTNS licence in January 2000, the Group has commenced to offer high speed broadband Internet services and expects that this service will be one of the key drivers of future revenue growth. Turnover for the Group increased by 7% in 1999 to HK$1,346 million, as compared with HK$1,262 million recorded in 1998. The increase was due to revenues of HK$38 million generated from our Internet services, and an increase of HK$46 million in TV related revenues primarily as a result of the solid subscriber growth achieved during the difficult economic conditions which prevailed during most of the year. The Group continued to tightly control its operating costs in 1999. Operating expenses (excluding network rental expense) declined marginally overall to HK$1,740 million from HK$1,761 million in the previous year. Programming costs decreased 6% to HK$550 million in 1999. Programming costs as a percentage of turnover decreased to 41% from 46% in 1998. Selling, general and administrative expenses decreased by 3% to HK$324 million. Both programming costs and selling, general and administrative expenses declined primarily due to reduced staff and overhead costs resulting from streamlining of operations and productivity improvements. Network and other operating expenses (excluding network rental expense) increased 13% to HK$246 million due mainly to telecommunications and other costs incurred with the start up of Internet services. Earnings before interest, taxes, depreciation and amortisation (excluding network rental revenues and expenses but including amortisation of programming library) or EBITDA, a key indicator of financial performance for companies in the cable and telecommunications industries, increased by 81% from HK$125 million to HK$225 million. The EBITDA margin increased from 10% in 1998 to 17% in 1999. Operating loss was HK$303 million, representing a 22% improvement from the HK$389 million reported for 1998. Prior to the reorganisation ("Reorganisation") for its public offering, the Group leased its fibre network to New T&T Hong Kong Limited ("New T&T"), which in turn sub-leased a part of the fibre network back to the Group. As a result, the Group derived network rental income and incurred network rental expenses. As part of the Reorganisation, the Group transferred to New T&T the part of the network that New T&T requires for its operations and terminated the network lease and sub-lease arrangements. Consequently, network rental income and expenses have ceased from October 1999 onwards. Interest income of HK$11 million was generated from the net proceeds from the initial public offering. Finance expenses amounted to HK$90 million, or 73% lower than the HK$332 million recorded in 1998. The decrease was primarily due to an increase in the non- interest bearing amount of shareholder's loans during the year and their subsequent repayment in November. The Group recorded a loss attributable to shareholders of HK$387 million for the year, an improvement of 46% from the HK$720 million reported in 1998. Loss per share was HK$0.24 compared to HK$0.45 for the previous year. p25> Disclosure of Further Corporate Information < continued > See Chief Executive Officer's Report on pages 10 to 24 for further operating information on the Group's various business units. The consolidated net asset value of the Group at December 31, 1999 was HK$2,083 million, or HK$1.03 per share. (II) Liquidity and capital structure The Group successfully completed its initial public offering in November 1999 and issued 414 million shares to raise HK$4,123 million in net proceeds. Net cash generated from the offering after repayment of shareholder's loans amounted to HK$1,571 million. As at December 31, 1999, the ratio of net debt to total assets was 6%. The current ratio of the Group was 216%, as the Group had current assets of HK$1,756 million compared to current liabilities of HK$815 million. The net amount of cash on hand was HK$1,594 million, most of which was conservatively invested in term deposits with financial institutions. The cash will be more than sufficient to fund the Group's operational and capital expenditure requirements going forward and will provide a strong financial base for the Group to pursue new services and investment opportunities. The Group had issued interest bearing convertible bonds of HK$1,800 million by the end of 1999. The term of the bonds is four years from November 24, 1999, with interest payable at the rate of 4% per annum. During 1999, net cash generated from the Group's operating activities amounted to HK$487 million, an increase of 27% from the HK$383 million in 1998. Cash outflow from investing activities totalled HK$482 million, an increase of 9% from the previous year. The main areas of investing activities consist of the build out of fibre trunk and additional in-building coaxial networks, subscriber installations, purchase of decoders, and acquisition of rights for sports events and movies. (III) Application of proceeds from capital raising Out of the net proceeds of HK$4,123 million raised in the global offering of shares of the Company as a result of its initial public offering in November 1999, HK$2,552 million has been used towards repayment of the shareholder's loans and the remaining proceeds of HK$1,571 million are to be used for capital expenditure and general corporate purpose. To the extent that the net proceeds are not immediately used, they are placed on short-term deposit with banks or other financial institutions. p26> > Disclosure of Further Corporate Information Emoluments of Directors and Five Highest Paid Directors/Employees (I) Directors (a) Aggregate emoluments Details of emoluments of the Directors of the Company are set out in Note 7 to the Accounts on page 63. (b) Bandings The emoluments in respect of the year ended December 31, 1999 of all the Directors of the Company in office during the year were in the following ranges:- Bands (in HK$) Number Nil - $1,000,000 5 $4,500,001 - $5,000,000 1 6 All of the Director's emoluments disclosed above were paid directly by The Wharf (Holdings) Limited ("Wharf") (or its wholly-owned subsidiaries) to the relevant Directors. With effect from November 1, 1999, Wharf (or its wholly-owned subsidiaries) commenced to recover such costs from the Group by charging a management fee (see Note 29 (xiv) to the Accounts on page 77). (II) Independent non-executive Directors' emoluments No Directors' fees and other reimbursements or emoluments were paid to independent non-executive Directors of the Company for the year ended December 31, 1999. (III) Employees Set out below are analyses of the emoluments (excluding amounts, if any, paid or payable by way of commissions on sales generated by the employees concerned) for the year ended December 31, 1999 of 4 employees of the Group who, not being Directors of the Company, are among the top five highest paid individuals (including Directors of the Company and other employees of the Group) employed by the Group. (a) Aggregate Emoluments HK$ Million (1) basic salaries, housing allowances, other allowances, and benefits in kind 7.8 (2) deemed profit on share option exercise – (3) contributions to pension schemes 0.7 (4) discretionary bonuses and/or performance-related bonuses 4.3 (5) compensation for loss of office – (6) inducement for joining the Group – Total 12.8 p27> Disclosure of Further Corporate Information < continued > (b) Bandings Bands (in HK$) Number $2,500,001 - $3,000,000 1 $3,000,001 - $3,500,000 2 $3,500,001 - $4,000,000 1 4 Biographical Details of Directors and Senior Managers (I) Directors Gonzaga W. J. Li, Chairman (Age: 70) Mr. Li has been a Director and the Chairman of the Company since September 1999. Mr. Li is also the chairman of Wharf, Wheelock and Company Limited ("Wheelock"), Modern Terminals Limited, Harbour Centre Development Limited ("HCDL"), Beauforte Investors Corporation Limited ("BIC"), The Cross-Harbour Tunnel Company, Limited ("CHT"), New Asia Realty and Trust Company, Limited, Realty Development Corporation Limited and Marco Polo Developments Limited in Singapore. Furthermore, he is a director of WF Investment Partners Limited, which, as well as each of Wharf and Wheelock, is deemed under the Securities (Disclosure of Interests) Ordinance of Hong Kong (the "SDI Ordinance") to have an interest in the share capital of the Company discloseable to the Company under the provisions of Part II of the SDI Ordinance. Stephen T. H. Ng, Deputy Chairman, President and Chief Executive Officer (Age: 47) Mr. Ng has been a Director, Deputy Chairman, President and Chief Executive Officer of the Company since September 1999. He is the chairman and managing director of New T&T and the Chairman, President and Chief Executive Officer of Hong Kong Cable Television Limited ("HKC") and led the successful bid for and subsequent implementation of Hong Kong's first cable TV licence.