- Amended Statement of Beneficial Ownership (SC 13D/A)
13 5월 2010 - 7:09PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act
of 1934
(Amendment No. 7)
Hutchison
Telecommunications International Limited
(Name of Issuer)
Ordinary
Shares, nominal value HK$0.25 each
(Title of Class of
Securities)
(CUSIP Number)
Edith
Shih
Hutchison
Whampoa Limited
22nd
Floor, Hutchison House
10
Harcourt Road
Hong
Kong
(852-2128-1188)
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check
the following box
o
.
This
Amendment No. 7 (the
Amendment
)
amends and supplements the statement on Schedule 13D filed by the Reporting
Persons on June 30, 2005, as amended by Amendment No. 1 filed by the Reporting
Persons on August 12, 2005, Amendment No. 2 filed by the Reporting
Persons on December 27, 2005, Amendment No. 3 filed by the Reporting
Persons on January 15, 2008, Amendment No. 4 filed by the Reporting
Persons on November 7, 2008, Amendment No. 5 filed by the Reporting
Persons on January 8, 2010, and Amendment No. 6 filed by the
Reporting Persons on March 16, 2010 (the
Schedule 13D
), relating to the Ordinary Shares, nominal value
HK$0.25 each (
Ordinary Shares
),
of Hutchison Telecommunications International Limited, a company incorporated
in the Cayman Islands (the
Issuer
).
Item
4.
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Purpose
of Transaction.
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Scheme of Arrangement
As previously disclosed,
on January 8, 2010, Hutchison Telecommunications Holdings Limited (
HTHL
), an indirect wholly-owned subsidiary
of Hutchison Whampoa Limited (
HWL
),
requested the board of directors of the Issuer to put forward a proposal (the
Share Proposal
) regarding a privatization
of the Issuer by way of a scheme of arrangement (the
Scheme
) under Section 86 of the
Companies Law of the Cayman Islands, and on March 15, 2010, HWL, HTHL and
the Issuer jointly issued a scheme document (the
Scheme Document
) formally proposing the Share Proposal and
the Scheme.
On May 12, 2010,
HWL, HTHL and the Issuer made a joint announcement (the
May 12 2010 Joint Announcement
) that
the resolution proposed at the court meeting held on May 12, 2010 to
approve the Scheme and the resolutions proposed at the extraordinary general
meeting of shareholders of the Issuer also held on May 12, 2010 to approve
matters for the purposes of giving effect to, or incidental to the
implementation of, the Scheme had all
been duly passed.
The Scheme will become
effective only upon the fulfilment or waiver (as applicable) of the remaining
conditions of the Share Proposal and the Scheme set out in
the Scheme
Document.
These conditions include, among others, the
sanction of the Scheme (with or without modifications) by the Grand Court of
the Cayman Islands. A court hearing of
the petition to sanction the Scheme is expected to be held in the Grand Court
of the Cayman Islands on May 21, 2010 (Cayman Islands time). Subject to all the conditions of the Share
Proposal and the Scheme being fulfilled or waived, as applicable, the Scheme is
expected to become effective on or about May 24, 2010 (Cayman Islands
time).
This item is qualified in
its entirety by reference to the May 12 2010 Joint Announcement, which is
attached hereto as Exhibit 17 and is incorporated herein by reference.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer.
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The response set forth in
Item 6 of the Schedule 13D is hereby amended by the addition of the paragraphs
set forth under Item 4 above.
Item
7.
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Material
to be Filed as Exhibits.
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Exhibit 17
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Joint Announcement dated May 12, 2010 issued by HWL, HTHL
and the Issuer
(incorporated
by reference to Exhibit 1.2 to the Issuers Report on Form 6-K
furnished to the SEC on May 12, 2010)
.
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2
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: May 13, 2010
HUTCHISON WHAMPOA LIMITED
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By:
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/s/ Susan Chow
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Name:
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Susan Chow
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Title:
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Deputy Group Managing
Director
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HUTCHISON
TELECOMMUNICATIONS INVESTMENT HOLDINGS LIMITED
HUTCHISON
TELECOMMUNICATIONS HOLDINGS LIMITED
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By:
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/s/ Susan Chow
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Name:
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Susan Chow
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Title:
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Director
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CHEUNG KONG (HOLDINGS)
LIMITED
CONTINENTAL REALTY LTD
KAM CHIN INVESTMENT S.A.
SHINING HEIGHTS PROFITS
LIMITED
WHITE RAIN ENTERPRISES
LIMITED
POLYCOURT LIMITED
RICHLAND REALTY LIMITED
TOP WIN INVESTMENT
LIMITED
HALDANER LIMITED
WINBO POWER LIMITED
GOOD ENERGY LIMITED
ORIENTAL TIME INVESTMENT
LIMITED
WELL KARIN LIMITED
FUMANDA LIMITED
HARVESTIME HOLDINGS
LIMITED
HARROWGATE INVESTMENTS
LIMITED
HISLOP RESOURCES LIMITED
MIRABOLE LIMITED
WEALTH PLEASURE LIMITED
GUIDEFIELD LIMITED
HEY DARLEY LIMITED
CHEUNG KONG ENTERPRISES
LIMITED
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By:
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/s/ Edmond Ip
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Name:
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Edmond Ip
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Title:
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Director
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3
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