US$5,000,000,000 Hutchison Whampoa International (03/33
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http://www.oblible.com LISTING CIRCULAR US$5,000,000,000 Hutchison Whampoa International (03/33) Limited (incorporated in the Cayman Islands with limited liability) US$1,500,000,000 5.45% Guaranteed Notes due 2010 US$2,000,000,000 6.25% Guaranteed Notes due 2014 US$1,500,000,000 7.45% Guaranteed Notes due 2033 unconditionally and irrevocably guaranteed by Hutchison Whampoa Limited (incorporated in Hong Kong with limited liability) Hutchison Whampoa International (03/33) Limited has issued US$1,500,000,000 principal amount of 5.45% guaranteed notes due 2010, US$2,000,000,000 principal amount of 6.25% guaranteed notes due 2014 and US$1,500,000,000 principal amount of 7.45% guaranteed notes due 2033. The obligations of the Issuer are unconditionally and irrevocably guaranteed by Hutchison Whampoa Limited. The notes will bear interest from November 24, 2003 at the rates set forth above, payable semi-annually in arrears on May 24 and November 24 of each year (commencing May 24, 2004) for the notes due 2010 and the notes due 2033, and payable semi-annually in arrears on January 24 and July 24 of each year (commencing July 24, 2004) for the notes due 2014. The notes will not be redeemable by the Issuer prior to maturity, except upon the occurrence of certain changes in Cayman Islands, Hong Kong or PRC tax law requiring the payment of Additional Amounts as described therein. The notes are unsecured. The prices to investors are 99.741% of the principal amount of the notes due 2010, 99.897% of the principal amount of the notes due 2014 and 99.774% of the principal amount of the notes due 2033, plus accrued interest from November 24, 2003, if settlement occurs after that date. Application has been made to list the notes on the Luxembourg Stock Exchange. The notes have been rated “A-” by Fitch Ratings Ltd., “A3” by Moody’s Investors Service Limited and “A-” by Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc. See “Ratings”. Investing in the notes involves risks that are described in the “Risk Factors” section beginning on page 15 of this listing circular. The notes have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the US Securities Act of 1933 or the securities laws of any other jurisdiction. Accordingly, the notes are only being offered to qualified institutional buyers and persons outside the United States. For further details about eligible offerees and resale restrictions, see “Transfer Restrictions”. The delivery of the notes was made through the facilities of The Depository Trust Company against payment in New York, New York on November 24, 2003. Joint Bookrunners and Joint Lead Managers for Notes Due 2010, Notes Due 2014 and Notes Due 2033 Citigroup Goldman Sachs (Asia) L.L.C. HSBC Merrill Lynch & Co. Joint Bookrunner for Joint Bookrunner for Joint Bookrunner for Notes Due 2010 Notes Due 2014 Notes Due 2033 Deutsche Bank Securities JPMorgan Morgan Stanley The date of this listing circular is December 15, 2003. http://www.oblible.com TABLE OF CONTENTS Page Summary ................................................................ 1 Risk Factors .............................................................. 15 Use of Proceeds ........................................................... 22 Exchange Rates ........................................................... 22 The Issuer ............................................................... 23 CapitalizationofHutchison ................................................... 24 Selected Consolidated Financial Information of Hutchison ............................ 25 Management’s Discussion and Analysis of Results of Operations and Financial Condition of Hutchison ............................................. 31 Business of Hutchison ....................................................... 60 Overview ............................................................ 60 Recent Developments ................................................... 65 Business Strategy ...................................................... 66 Ports and Related Services ............................................... 67 Telecommunications .................................................... 78 Property and Hotels .................................................... 93 Retail and Manufacturing ................................................. 107 Cheung Kong Infrastructure ............................................... 112 Husky Energy ......................................................... 120 Finance and Investments ................................................ 124 Environmental Matters ................................................... 124 Legal Proceedings ..................................................... 124 Insurance ............................................................ 125 Employees ........................................................... 125 Hong Kong ............................................................... 126 Management of Hutchison .................................................... 127 Hutchison’s Connected Transactions ............................................ 129 Description of the Notes and the Guarantee ...................................... 138 Taxation ................................................................. 151 PlanofDistribution ......................................................... 154 Transfer Restrictions ........................................................ 158 Available Information ........................................................ 161 Ratings.................................................................. 161 Validity of the Notes and the Guarantee .......................................... 161 Independent Auditors ....................................................... 161 General Information ........................................................ 162 Summary of Principal Differences between Hong Kong GAAP and US GAAP .............. 164 Consolidated Financial Statements of Hutchison ................................... F-1 Glossary of Certain Terms .................................................... G-1 ii Except as discussed below, Hutchison Whampoa International (03/33) Limited (the “Issuer”) and Hutchison Whampoa Limited (“Hutchison” or the “Guarantor”) accept responsibility for the information contained in this document which is material in the context of this offering. To the best knowledge and belief of the Issuer and Hutchison (each of which has taken reasonable care to ensure that such is the case), the information contained in this document (subject as set out below in respect of information contained herein provided by other sources referred to herein) is in accordance with material facts and does not omit anything likely to affect materially the import of such information. The Luxembourg Stock Exchange takes no responsibility for the contents of this listing circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this listing circular. The distribution of this listing circular and the offer and sale of the notes in certain jurisdictions may be restricted by law. Persons into whose possession this listing circular comes must inform themselves about and observe any such restrictions. This listing circular does not constitute, and may not be used for or in connection with, an offer to any person to whom it is unlawful to make such an offer or a solicitation by anyone not authorized so to act. Notwithstanding any provision in this listing circular to the contrary, each prospective investor (and each employee, representative, or other agent of each such prospective investor) may disclose to any and all persons, without limitation of any kind, the US federal income tax treatment and US federal income tax structure of any transaction contemplated in this listing circular and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such US federal income tax treatment and US federal income tax structure. This authorization does not extend to information that may be required to be kept confidential in order to comply with applicable securities laws. Investors should rely only on the information contained or incorporated by reference in this listing circular. The Issuer and the Guarantor have not, and the Initial Purchasers (see “Plan of Distribution” for identities of Initial Purchasers) have not, authorized any other person to provide investors with different information. If anyone provides any investor with different or inconsistent information, such investor should not rely on it. The Issuer, the Guarantor and the Initial Purchasers are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Each investor should assume that the information appearing in this listing circular is accurate only as of November 19, 2003 or the date specifically referred to in its contents. The Guarantor’s business, financial condition, results of operations and prospects may have changed since that date. The Issuer and the Guarantor are relying on an exemption from registration under the US Securities Act of 1933 for offers and sales of securities that do not involve a public offering.