enterprise focus

PROJECT[DIAMOND Masterstroke On 9 January 2015, Cheung Kong (Holdings) Limited (Cheung Kong) and Limited (HWL) announced a major business reorganisation to create two new leading listed companies. The markets cheered the new opportunities and increased robustness expected of the two new firms. Likewise, HWL employees will continue to find stability and opportunity in their future.

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f the many superlatives CK Hutchison Holdings Limited(2) (CK discount, optimisation of capital structures used by breathless financial Hutchison) and the property firm Cheung and raising dividends—always popular analysts in the days Kong Property Holdings Limited (CK with investors.(8) following the announcement Property), both to be incorporated in the Oof the reorganisation of Cayman Islands and listed in Hong Kong. Goldman Sachs took note of not only Cheung Kong and HWL, the venerable economic but also strategic benefits. In and respected Financial Times seems to The Rationale a note to clients, they forecast “greater have encapsulated the move in one word: While markets reacted to the ‘new’ news business transparency, better allocation “Masterstroke”(1) . by driving the shares of both firms to fresh of capital, alignment of management highs, many saw obvious benefits in a responsibilities and a clearer demarcation In an announcement that took the markets long awaited and logical reorganisation. of the group’s property and non-property by storm, “investors cheer[ed] Li’s move “This reorganisation is far from a surprise divisions.” Improved cash flow and to redraw his empire” (from the same and has long been discussed,” Andrew ability to increase dividends were also on Financial Times article). The decision to Lawrence, an analyst with CIMB Group Goldman’s radar.(9) merge the two firms and then spin off their Holdings Bhd, wrote in a research note property arms into a second independent on 12 January. “It will make for a cleaner The Wall Street Journal saw a defensive company was warmly welcomed by the corporate structure...”(3). move against the potential for the US markets. The main new firm will be named Federal Reserve Bank to raise interest Even famously fierce defenders of minority rates, slowing profits derived from real shareholder rights, like Hong Kong’s David estate holdings around the world. The Webb, were in favour. “What they are move would protect Cheung Kong from doing is a step in the right direction for such moves—and leave it cash-rich, well- transparency and removing conflicts of positioned to invest in European and other interest.”(4) global assets.(10)

Analysts were not lacking for good reasons Chairman Li Ka-shing explains some of for the move. the thinking behind the reorganisation, “Cheung Kong and Hutchison have “Project Diamond” grown substantially in size and scale The project, in the works since last summer, over the past decade. The reorganisation was code named “Project Diamond”(5). The will place the companies in an even word ‘diamond’ is from the Greek ἀδάμας stronger position for future growth and (adámas), meaning unbreakable. However, development.” a diamond can be cut, polished and properly set to reveal its true value. Indeed, The final arrangements will take some time Nomura analysts found treasure in “the as shareholders must be consulted about unlocking of hidden value embedded in the the moves and regulators satisfied that existing vertical structure.”(6) all proper procedures are being diligently observed. Vincent Lam, Managing Director and Chief Investment Officer of VL Asset The future is bright Management Limited, opined that “This opens up a new chapter for the the “share price discount of a holding group,” according to David Ng, a Hong company is generally 15 to 25 per cent or Kong-based analyst at Macquarie Group.(5) more.”(7) Changing that structure should remove the discount. The markets agreed with HWL’s senior leadership that the move was a natural and Paul Louie, Head of Property Sector Asia, welcome progression to allow two of the Ex-Japan, Equity Research at Barclays world’s most dynamic conglomerates to Asia, cited three benefits to shareholders, plan for a strong future that looks bright for including removing the holding company their investors, clients and staff.

1. Investors cheer Li’s move to redraw his empire 4. Investors cheer Li’s business revamp 7. Li Ka-shing launches sweeping revamp on corporate Jennifer Hughes, Financial Times Asia, 13 January Benjamin Robertson and Sandy Li, South China Morning empire Ya Shi Zhang, Xinhua News Agency, 11 January 2015. 2015, P. 14. Post, 13 January 2015, B1. 8. Li Ka-shing flag flutters on heels of restructuring 2. CK Hutchison was approved by Cheung Kong 5. Billionaire Li gears up for deals after ‘Project Diamond’ Celia Chen, China Daily, 13 January 2015, P. 8. shareholders 99.7 per cent in favour and listed on Vinicy Chan, Bloomberg, 11 January 2015. 9. Greater transparency in Li Ka-shing empire 18 March 2015. 6. Shares in Li firms jump after plans for restructuring restructuring KLH, Dow Jones Newswire, 12 January 2015. 3. Li retakes Asia’s richest person crown Benjamin Robertson and Peggy Sito, South China Morning 10. Richest person in Asia is building up his defenses Bloomberg, China Daily, 13 January 2015, P. 17. Post, 13 January 2015, A1. Abheek Bhattacharya, The Wall Street Journal Asia, 12 January 2015, P.32.

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Sphere answers some of the most common questions that have been asked by the HWL family in the past two months.

What’s the transaction about? What does it mean for me?

1. Cheung Kong and Hutchison Whampoa 5. Will this impact my job? have been around for so many years. “The reorganisation will place Why change? Why now? the companies in an even • No. It will be business as usual for everyone in the Group. • You have all been a part of our growth stronger position for future story for the past two to three decades. growth and development.” • We will continue to grow our respective Cheung Kong and HWL both have now businesses and most of your reporting reached a size where it makes strategic lines will not change. and economic sense to carry out this Chairman Li Ka-shing reorganisation. • It may, in fact, provide a clearer picture for your business when it comes to • We, and many in the analyst community, investing in future developments without have recognised the holding company having to worry about competing forces discount for a number of years. However, 3. Will this make the property with sister companies. it wasn’t until last summer that a suitable business smaller? proposal was put together to unlock this 6. Will this impact my benefits? value for shareholders by eliminating • On the contrary, by combining the Will my current employment the layered holding structure of Cheung two property portfolios together, CK terms be changed? Kong and HWL. Property will become an even more powerful player in the property sector. • No. There will not be any changes to • The reorganisation will also better your benefits nor any change to your position the companies for further • The combined property business, retirement schemes. expansion in the future. CK Property, will be the number one listed hotel owner-operator in Hong • As mentioned, it’s business as usual. • This arrangement will enhance Kong, with 12,150 rooms in Hong Kong investment and financing flexibility for and a total of 14,680 rooms worldwide. 7. What should we tell our business business units. It will have the second largest Hong partners about this transaction? Kong rental property portfolio and 17 • Investors of the company will also have million square feet gross floor area • Simple. There will be no impact. greater flexibility and choice to adjust of rental properties worldwide. their shareholdings in CK Hutchison or CK • Our financial strength will not change. Property according to their own individual • In addition, it will be the top property Our operations will not change. Our investment objectives and preferences. developer in Hong Kong and the contracts are valid and continue to be so. Mainland with a 170 million square 2. Will Hutchison Whampoa Ltd (HWL) feet landbank. • CK Hutchison will still be in over 50 cease to exist? countries with enhanced scale. The 4. Does this mean Chairman Li Ka-shing reorganisation will see a consolidation • Of course not. HWL will no longer is retiring? of our infrastructure assets that were be a listed company but the name, previously co-owned. As well, CK logo, assets and obligations will all be • Mr Li has no plans to retire yet. Mr Li will Hutchison will increase its ownership maintained. remain Chairman and the Li family will in to become its largest remain the largest shareholder of both shareholder. CK Hutchison will benefit • HWL’s contracts, subsidiaries and companies. Following the reorganisation, from enhanced liquidity and CK Property corporate functions will remain as they shareholders can invest directly into the will have a clean capital structure and a were, as will all the staff’s contracts and two separate listed vehicles alongside separate fundraising platform as a pure benefits. the Li family and can be assured their property play. interests align. As a responsible leader, • All business contracts and dealings he has in place a succession plan that • Rating agencies have affirmed made under HWL will continue to will ensure the continuing success of the Hutchison Whampoa’s rating following be made under HWL and will all be companies going forward. the announcement of the proposed honoured. In short, it’s business as usual. reorganisation. Management has announced there will be no adverse effect to Cheung Kong or Hutchison Whampoa creditors.

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