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MTR Corporation Limited IMPORTANT If you are in any doubt about this prospectus you should consult your stockbroker bank manager solicitor professional accountant or other professional adviser MTR Corporation Limited ( ) (Incorporated in Hong Kong with limited liability under the Companies Ordinance) MTR Privatisation Share Offer Global Offering by The Financial Secretary Incorporated on behalf of the Government of the Hong Kong Special Administrative Region Number of Offer Shares under the Global Offering: 1,000,000,000 (subject to reduction and Over-allotment Option) Number of Hong Kong Offer Shares: 200,000,000 (subject to adjustment) Maximum Offer Price: HK$9.38 per Offer Share payable in full on application in Hong Kong dollars, subject to refund Nominal value: HK$1.00 per Share Stock code: 66 Joint Global Coordinators Joint Lead Managers and Joint Bookrunners Goldman Sachs (Asia) HSBC Investment Bank UBS Warburg L.L.C. Asia Limited Joint Sponsors Goldman Sachs (Asia) HSBC Investment Bank UBS Warburg L.L.C. Asia Limited Asia Limited Financial Advisers to the Company BOCI Asia Limited Financial Adviser to the Government Merrill Lynch (Asia Pacific) Limited The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, together with the documents specified in the paragraph headed ‘‘Documents Delivered to the Registrar of Companies’’ in Appendix X, has been registered by the Registrar of Companies in Hong Kong as required by Section 38D of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators, on behalf of the Underwriters, and the Selling Shareholder, after consultation with MTR Corporation Limited, on the Price Determination Date. The Price Determination Date is expected to be on or around 1st October, 2000. Investors applying for Hong Kong Offer Shares must pay the maximum Offer Price of HK$9.38 per Offer Share, together with brokerage of 1% and Stock Exchange transaction levy of 0.01%. The Joint Global Coordinators, on behalf of the Underwriters, may, with the consent of the Selling Shareholder, reduce the number of Shares being offered in the Global Offering and/or the indicative Offer Price range below that stated in this prospectus (which is HK$8.00 to HK$9.38 per Offer Share) at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Shares and/or the indicative Offer Price range will be published in the South China Morning Post and the Hong Kong Economic Times not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. If applications for Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offering, then even if the number of Shares and/or the Offer Price is so reduced, such applications cannot be subsequently withdrawn. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators, on behalf of the Underwriters, and the Selling Shareholder, after consultation with MTR Corporation Limited, the Global Offering will not proceed. 25th September, 2000 EXPECTED TIMETABLE(1)(2) Latest time to lodge PINK Application Forms and payment .................................................................. 4.00 pm, Wednesday, 27th September, 2000 Latest time for applicants to: • lodge WHITE, BLUE and YELLOW Application Forms and payment ............................................ 12 noon, Thursday, 28th September, 2000 • give instructions to an ESP to apply for Hong Kong Offer Shares on your behalf and effect payment............................................................... 12 noon, Thursday, 28th September, 2000 • give electronic application instructions to Hongkong Clearing.............................................. 12 noon, Thursday, 28th September, 2000 Latest time for ESPs to submit Preliminary ESP Application(3)............................................................ 1.00 pm, Thursday, 28th September, 2000 Latest time for ESPs to submit Final ESP Application(3)............................................................ 3.00 pm, Thursday, 28th September, 2000 Expected Price Determination Date ........................... Sunday, 1st October, 2000 Announcement of the Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering, the basis of allocations of the Hong Kong Offer Shares, the final number of Shares comprised in the Hong Kong Public Offering, Pool A and Pool B, respectively, to be published in the South China Morning Post and Hong Kong Economic Times on............................. Tuesday, 3rd October, 2000 Results of allocations of the Hong Kong Offer Shares to be available through a variety of channels (further details are contained in the section headed ‘‘Prospectus, Application Forms and Results of Allocations’’) available from............ Wednesday, 4th October, 2000 Despatch of share certificates in respect of wholly or partially successful applications on(4) ................. Wednesday, 4th October, 2000 Dealings in Shares on the Stock Exchange expected to commence on ..................................... Thursday, 5th October, 2000 Despatch of refund cheques in respect of surplus application monies, in respect of wholly or partially unsuccessful applications and in respect of the Retail Discount on or before(5)...................... Monday, 9th October, 2000 Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed ‘‘Structure of the Global Offering’’. (2) The application lists will be opened between 11.45 am and 12 noon on Thursday, 28th September, 2000. If there is a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9.00 am and 12 noon on 28th September, 2000, the application lists will not open on that day. Further details are contained in the paragraph headed ‘‘Effect of bad weather on the opening of the application lists’’ in the section headed ‘‘How to Apply for Hong Kong Offer Shares’’. (3) Submission of the Preliminary ESP Application is required only if the Final ESP Application is to be submitted after 1.00 pm. Further details are contained in the section headed ‘‘How to Apply for Hong Kong Offer Shares’’. (4) Applicants who apply for and are successfully allocated 200,000 or more Hong Kong Offer Shares can collect share certificates in person between 8.00 am and 2.00 pm on Wednesday, 4th October, 2000. Share certificates not collected during the time specified will be despatched by ordinary post on the same day, at the risk of the applicants. (5) Refund cheques cannot be collected. Investors who trade Shares on the basis of publicly available allocation details prior to receipt of share certificates do so entirely at their own risk. i CONTENTS You should rely only on the information contained in this prospectus and the Application Forms to make your investment decision. No person has been authorised to provide you with information that is different from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorised by the Company, the Selling Shareholder, the Underwriters, any directors of any of them, or any other person involved in the Global Offering. Page Expected Timetable ..................................................................................................................... i Summary....................................................................................................................................... 1 The Company................................................................................................................................. 1 Strengths........................................................................................................................................ 1 Future plans and strategies ........................................................................................................... 2 Risk factors .................................................................................................................................... 3 The Global Offering........................................................................................................................ 4 Retail Incentives............................................................................................................................. 7 Summary historical financial information ....................................................................................... 9 Additional data ............................................................................................................................... 11 Forecasts for
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