Hutchison Telecommunications International (HTX)

HTX » Topics » In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

This excerpt taken from the HTX 6-K filed Feb 13, 2007.

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

 

“ADS(s)”    American depositary share(s) issued by Citibank N.A., each representing ownership of 15 Shares
“Affiliates”    in relation to any person, any subsidiary or holding company of such person and any subsidiary of any such holding company
“Agreement”    the agreement dated 11 February 2007 entered into between the Company and the Purchaser for the sale and purchase of the Sale Shares and the Sale Loans
“Array”    Array Holdings Limited, a company incorporated in Mauritius and a wholly owned subsidiary of CGP
“Board”    the board of Directors
“Business Day”    any day (excluding a Saturday, Sunday or public holiday) when commercial banks are open for business in London, Mumbai, New York and Hong Kong
“CGP”    CGP Investments (Holdings) Limited, a company incorporated in the Cayman Islands and an indirect wholly owned subsidiary of the Company immediately prior to Completion


“Circular”    the circular to the Shareholders on the Transaction to be despatched by the Company as soon as practicable after the date of this announcement
“Company”    Hutchison Telecommunications International Limited, a company incorporated in the Cayman Islands, whose Shares are listed on the Main Board of the Stock Exchange and ADSs are listed on the New York Stock Exchange
“Completion”    completion of the Transaction
“connected person”    has the meaning ascribed to that expression in the Listing Rules
“Consideration”    the consideration for the Transaction, being approximately US$11,080 million (approximately HK$86,570 million) (before costs, expenses and Interest)
“Directors”    directors of the Company
“EGM”    the extraordinary general meeting of the Company to be convened and held to consider and approve the Transaction
“Essar Group”    Essar Teleholdings Limited and its Affiliates, which together holds the remaining approximately 33% equity interest in Hutchison Essar not held, directly or indirectly, by the Company
“FIPB”    the Foreign Investment Promotion Board of the Ministry of Finance of the Government of India
“Group”    the Company and its subsidiaries
“Hong Kong”    the Hong Kong Special Administrative Region of the People’s Republic of China
“Hutchison Essar”    Hutchison Essar Limited, a company incorporated in India, and a non wholly owned subsidiary of the Company that is an Indian mobile telecommunications operator of the Group and the holding company of the seven other Indian mobile telecommunications operators of the Group
“Hutchison Essar Group”    Hutchison Essar and its subsidiaries


“India”    the Republic of India
“Interest”    interest on the Consideration from the date of the Agreement to the date of Completion at LIBOR (compounded and reset monthly) calculated by reference to the actual number of days elapsed and on the basis of a 360-day year
“LIBOR”    shall have the meaning ascribed to such term in the Agreement
“Listing Rules”    Rules Governing the Listing of Securities on the Main Board of the Stock Exchange
“Prohibition”    shall have the meaning ascribed to such term in the Agreement which has the effect of prohibiting or restraining the parties from consummating the Transaction
“Purchaser”    Vodafone International Holdings B.V., a company incorporated in the Netherlands and the purchaser under the Agreement
“Transaction”    the proposed sale and purchase of the Sale Shares and the Sale Loans on the terms and conditions set out in the Agreement
“Sale Group”    the group comprising CGP and its subsidiaries, including the Hutchison Essar Group
“Sale Loans”    all inter-company loans owing by CGP and Array to an indirect wholly owned subsidiary of the Company at Completion, including any accrued but unpaid interest (if any) on the date of Completion
“Sale Shares”    the entire issued share capital of CGP
“Shareholder(s)”    holder(s) of the Shares
“Share(s)”    ordinary share(s) in the capital of the Company with a nominal value of HK$0.25 each
“Stock Exchange”    The Stock Exchange of Hong Kong Limited
“subsidiary”    has the meaning ascribed to that expression in Listing Rule 1.01


“HK$”    Hong Kong dollars, the lawful currency of Hong Kong
“US$”    United States dollars, the lawful currency of the United States of America

For the purpose of this announcement and for reference only, the exchange rate of US$1.00 to HK$7.8131 is adopted.

As at the date of this announcement, the Directors are:

 

Executive Directors:    Independent Non-executive Directors:
Mr. Dennis Pok Man LUI    Mr. KWAN Kai Cheong
Mr. Tim PENNINGTON    Mr. John W. STANTON
   Mr. Kevin WESTLEY
Non-executive Directors:    Alternate Directors:
Mr. FOK Kin-ning, Canning (Chairman)    Mrs. CHOW WOO Mo Fong, Susan
Mr. Frank John SIXT   

(Alternate to Mr. Fok Kin-ning, Canning and Mr. Frank John Sixt)

Mr. Naguib SAWIRIS    Mr. CHAN Ting Yu
Mr. Aldo MAREUSE   

(Alternate to Mr. Dennis Pok Man Lui)

   Mr. WOO Chiu Man, Cliff
  

(Alternate to Mr. Tim Pennington)

   Mr. Martin MICHLMAYR
  

(Alternate to Mr. Naguib Sawiris)

   Mr. Ragy SOLIMAN
  

(Alternate to Mr. Aldo Mareuse)

By Order of the Board

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