Hutchison Whampoa International Limited Announces Expiration and Final Results of the Offer to Exchange

Mon Oct 26, 2009 9:44am EDT
 
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Hutchison Whampoa International Limited Announces Expiration and Final Results
of the Offer to Exchange


NEW YORK, Oct. 26 /PRNewswire/ -- 5.45% Guaranteed Notes due 2010 issued by
Hutchison Whampoa International (03/33) Limited (the "2010 Notes") (144A -
CUSIP 44841SAA7; ISIN US44841SAA78; Common Code 018123967) (Regulation S -
CUSIP G4672CAA3; ISIN USG4672CAA39; Common Code 018124238) and 7.00%
Guaranteed Notes due 2011 issued by Hutchison Whampoa International (01/11)
Limited (the "2011 Notes") (144A - CUSIP 44841HAC7; ISIN US44841HAC79; Common
Code 012487975) (Regulation S - CUSIP G4671XAC4; ISIN USG4671XAC41; Common
Code 012488068) (Restricted Individual Note - CUSIP 44841HAE3; ISIN
US44841HAE36; Common Code 012515472), for its 4.625% Guaranteed Notes due
2015, each series of notes unconditionally and irrevocably guaranteed by
Hutchison Whampoa Limited.

Hutchison Whampoa International (03/33) Limited ("HWI (03/33)"), an exempted
company with limited liability under the laws of the Cayman Islands and a
wholly-owned subsidiary of Hutchison Whampoa Limited (the "Company"), and
Hutchison Whampoa International (01/11) Limited ("HWI (01/11)"), a BVI
business company with limited liability under the laws of the British Virgin
Islands and a wholly-owned subsidiary of the Company, hereby announce the
expiration and final results of a previously announced offer by Hutchison
Whampoa International (09/16) Limited, an exempted company with limited
liability under the laws of the Cayman Islands and a wholly-owned subsidiary
of the Company (the "Issuer") to holders of the notes listed in the table
below (collectively, the "Existing Notes," and each a "Series" of Existing
Notes) to exchange the Existing Notes into the Issuer's 4.625% Guaranteed
Notes due 2015 (the "New Notes") upon the terms and conditions described in
the Offering Memorandum dated September 24, 2009 (the "Offering Memorandum")
and the accompanying Letter of Transmittal dated September 24, 2009.  The
exchange offer expired at 12:00 midnight New York City time on October 23,
2009. Morgan Stanley is the Dealer Manager of the exchange offer. 

                                    Principal
    Title of                         Amount             Maturity
    Security           Issuer      Outstanding(1)         Dates

    5.45% Guaranteed  Hutchison    US$1,500,000,000   November 24, 2010
     Notes due 2010    Whampoa
                     International
                    (03/33) Limited

    7.00% Guaranteed  Hutchison    US$1,500,000,000   February 16, 2011
     Notes due 2011    Whampoa
                     International
                    (01/11) Limited

                                       Aggregate
                                       Principal
                       Aggregate       Amount of
                       Principal       New Notes           Total
                         Amount          to be             Cash
    Title of           Accepted for    Issued in       Consideration(2)
    Security            Exchange        Exchange

    5.45% Guaranteed  US$122,308,000  US$122,308,000    US$7,177,125.84
     Notes due 2010

    7.00% Guaranteed  US$67,022,000   US$67,022,000     US$5,027,754.74
     Notes due 2011

    (1)The Company and its affiliates hold in the aggregate US$310,523,000
       principal amount of the 2010 Notes, and US$264,410,000 principal
       amount of the 2011 Notes.
    (2)Determined pursuant to the terms and conditions set forth in the
       Offering Memorandum.



The Issuer has accepted for exchange all of the Existing Notes validly
tendered (and not withdrawn) in the exchange offer.  The aggregate principal
amount of the 2010 Notes validly tendered (and not withdrawn) pursuant to the
exchange offer was US$122,308,000 and the aggregate principal amount of the
2011 Notes validly tendered (and not withdrawn) pursuant to the exchange offer
was US$67,022,000. The aggregate principal amount of the New Notes to be
issued in connection with the exchange offer will be US$189,330,000 and the
total cash consideration paid in connection with the exchange offer will be
US$12,204,880.58.

The New Notes will mature on September 11, 2015 and bear interest at 4.625%
per annum from and including September 11, 2009, payable semi-annually in
arrears on March 11 and September 11 of each year (commencing March 11, 2010).
The New Notes will be unconditionally and irrevocably guaranteed by the
Company. The issuance of New Notes pursuant to the exchange offer will be a
further issuance of the Issuer's 4.625%  Guaranteed Notes due 2015. The New
Notes will be consolidated and will form a single series with the Issuer's
outstanding US$2,000,000,000 principal amount of the 4.625% Guaranteed Notes
due 2015 that were originally issued on September 11, 2009, except that the
New Notes sold outside of the United States pursuant to Regulation S of the
U.S. Securities Act of 1933, as amended (the "Securities Act") will be subject
to certain resale restrictions in the United States during the 40 day period
after the later of the commencement of offering and the settlement date of the
exchange offer. Application will be made to the Singapore Exchange Securities
Trading Limited ("SGX-ST") for permission to deal in and the listing of the
New Notes.  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 New Notes on the SGX-ST
is not to be taken as an indication on the merits of the Issuer, the Company
or the New Notes. The listing of the New Notes remains subject to the approval
of the SGX-ST. 

The settlement date for the New Notes (the "Settlement Date") is expected to
be October 28, 2009.  All cash payments in connection with the exchange offer
will also be payable on such date.

Any Existing Notes accepted for exchange by the Issuer in the exchange offer
will not be cancelled.  The Issuer has no current plans to transfer any
Existing Notes accepted for exchange but may decide to do so in the future,
including, if appropriate at the time, a transfer to the respective issuers
which may or may not after such transfer decide to cancel such Existing Notes.

Persons with questions regarding the exchange offer should contact Thomas
O'Connor at Morgan Stanley in New York at (800) 624-1808 (toll free) or (212)
761-5384 (collect).  In Hong Kong, questions may be directed to Meng Gao at
+852 2848 5961.

The New Notes have not been, and will not be, registered under the Securities
Act or the securities laws of any other jurisdiction. Unless they are
registered, the New Notes may be offered only in transactions that are exempt
from registration under the Securities Act or the securities laws of any other
jurisdiction.

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell or exchange the Existing Notes or the New Notes. Neither this
announcement nor the Offering Memorandum and accompanying Letter of
Transmittal constitutes an offer to purchase in any jurisdiction in which, or
to or from any person to or from whom, it is unlawful to make such offer under
applicable securities laws and tenders of Existing Notes pursuant to the
exchange offer will not be accepted from Holders thereof in any jurisdiction
where such invitation or tender is unlawful.



SOURCE  Hutchison Whampoa International

Thomas O'Connor of Morgan Stanley in New York, +800-624-1808 (toll free), or
+1-212-761-5384 (collect); or in Hong Kong, Meng Gao, +852-2848-5961

 

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