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Hutchison Whampoa Limited (Incorporated in Hong Kong with Limited Liability)

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Hutchison Whampoa Limited (Incorporated in Hong Kong with Limited Liability) OFFERING MEMORANDUM CONFIDENTIAL US$2,000,000,000 US$1,000,000,000 Hutchison Whampoa International Hutchison Whampoa International (09/16) Limited (09/19) Limited (incorporated in the Cayman Islands with limited liability) (incorporated in the Cayman Islands with limited liability) 4.625% Guaranteed Notes due 2015 5.75% Guaranteed Notes due 2019 Offer Price: 99.829% plus accrued interest, if any Offer Price: 99.423% plus accrued interest, if any in each case unconditionally and irrevocably guaranteed by Hutchison Whampoa Limited (incorporated in Hong Kong with limited liability) Hutchison Whampoa International (09/16) Limited will issue US$2,000,000,000 principal amount of 4.625% guaranteed notes due 2015 and Hutchison Whampoa International (09/19) Limited will issue US$1,000,000,000 principal amount of 5.75% guaranteed notes due 2019. The obligations of the Issuers will be unconditionally and irrevocably guaranteed by Hutchison Whampoa Limited. Each series of the notes will bear interest from and including September 11, 2009 at the rate set forth above, payable semi-annually in arrears on March 11 and September 11 of each year (commencing March 11, 2010). The notes will not be redeemable by the Issuers prior to maturity, except upon the occurrence of certain changes in the Cayman Islands, Hong Kong or PRC tax law requiring the payment of Additional Amounts as described therein. The notes will (subject to the lien covenant in the notes) be unsecured. Application will be made to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in and the listing of the notes. See “General Information”. The SGX-ST takes no responsibility for the correctness of any statement made, opinion expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of the notes on the SGX-ST is not to be taken as an indication on the merits of the Issuers, Hutchison Whampoa Limited or the notes. Each series of the notes is expected to be 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 21 of this offering memorandum. The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) 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 Securities Act or the securities laws of any other jurisdiction. Accordingly, the notes are only being offered to “qualified institutional buyers” in reliance on Rule 144A under the Securities Act and non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. For FactSetfurther details about eligible Research offerees and resale restrictions, see “Transfer Systems Restrictions”. Inc. It is expected that the notes will be ready for delivery through the facilities of The Depository Trust Company against The use of this document is subject to the terms of the disclaimer at www.globalfilings.com/register/signup/ payment in New York, New York on or about September 11, 2009. Joint Bookrunners and Joint Lead Managers Barclays Capital Deutsche Bank Securities HSBC The date of this offering memorandum is September 8, 2009. TABLE OF CONTENTS Page Summary ................................................................. 1 Risk Factors............................................................... 21 Use of Proceeds............................................................ 36 Exchange Rates ............................................................ 37 The Issuers ............................................................... 38 Capitalization of Hutchison .................................................... 39 Selected Consolidated Financial Information of Hutchison ............................. 40 Summary of Restatements .................................................... 48 Management’s Discussion and Analysis of Results of Operations and Financial Condition of Hutchison .............................................. 66 Business of Hutchison ....................................................... 97 Business Strategy........................................................... 106 Operations ................................................................ 108 Hong Kong................................................................ 177 Management of Hutchison .................................................... 178 Hutchison’s Connected Transactions ............................................. 181 Description of the Notes Due 2015 and the Related Guarantee ......................... 185 Description of the Notes Due 2019 and the Related Guarantee ......................... 198 Taxation .................................................................. 211 Plan of Distribution .......................................................... 214 Transfer Restrictions......................................................... 218 Available Information ........................................................ 221 Ratings .................................................................. 222 Validity of the Notes and the Guarantees.......................................... 223 Independent Auditor ......................................................... 224 General Information ......................................................... 225 Summary of Certain Differences between Hong Kong Financial Reporting Standards and U.S. GAAP........................................................... 228 Consolidated Financial Statements of Hutchison .................................... F-1 Glossary of Certain Terms..................................................... G-1 FactSet Research Systems Inc. The use of this document is subject to the terms of the disclaimer at www.globalfilings.com/register/signup/ i Except as discussed below, Hutchison Whampoa International (09/16) Limited (“HWI (09/16)”), Hutchison Whampoa International (09/19) Limited (“HWI (09/19)” and together with HWI (09/16), the “Issuers” and each an “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 these offerings. To the best knowledge and belief of the Issuers 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 materially affect the import of such information. The distribution of this offering memorandum and the offer and sale of the notes in certain jurisdictions may be restricted by law. Persons into whose possession this offering memorandum comes must inform themselves about and observe any such restrictions. This offering memorandum 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. Investors should rely only on the information contained or incorporated by reference in this offering memorandum. The Issuers 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 Issuers, 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 offering memorandum is accurate only as of the date on the front cover of this offering memorandum 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 Issuers and the Guarantor are relying on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. By purchasing notes, investors will be deemed to have made the acknowledgements, representations, warranties and agreements described under the heading “Transfer Restrictions” in this offering memorandum. Investors should understand that they will be required to bear the financial risks of their investment for an indefinite period of time. The Issuers have submitted this offering memorandum to a limited number of institutional investors so that they can consider a purchase of the notes. Neither of the Issuers nor the Guarantor has authorized its use for any other purpose. This offering memorandum may not be copied or reproduced in whole or in part. It may be distributed and its contents disclosed only to the prospective investors to whom it is provided. By accepting delivery of this offering memorandum, each investor agrees to these restrictions. See “Transfer Restrictions”. Having made all reasonable inquiries, the Issuers and the Guarantor confirm that this offering memorandum contains all information with respect to the Issuers and the Guarantor and the notes
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