*The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 15135U109
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Schedule 13D
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Page 2 of 19 Pages
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1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
Hutchison Whampoa Europe Investments S.à r.l.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
343,226,541(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
343,226,541(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
343,226,541(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
16.8%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
|
|
|
|
|
|
(1) Represents (a) 316,927,050 common shares, no
par value per share (the “Common Shares”), of Cenovus Energy Inc. (the “Issuer”) held by
Hutchison Whampoa Europe Investments S.à r.l. and (b) 26,299,491 Common Shares that Hutchison Whampoa Europe Investments
S.à r.l. may purchase upon the exercise of warrants (the “Warrants”) within sixty days of January 11,
2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The ownership percentage is calculated based on an
aggregate of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding
Common Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced
in footnote 1 above.
CUSIP No. 15135U109
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Schedule 13D
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Page 3 of 19 Pages
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1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
Hutchison Whampoa Luxembourg Holdings S.à r.l.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Barbados and continued in Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
343,226,541(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
343,226,541(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
343,226,541(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
16.8%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
|
|
|
|
|
|
(1) Represents (a) 316,927,050 common shares, no par value per share (the “Common Shares”), of Cenovus Energy
Inc. (the “Issuer”) held by Hutchison Whampoa Europe Investments S.à r.l. and (b) 26,299,491 Common
Shares that Hutchison Whampoa Europe Investments S.à r.l. may purchase upon the exercise of warrants (the “Warrants”)
within sixty days of January 11, 2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule
13D. Hutchison Whampoa Luxembourg Holdings S.à r.l. owns no securities of the
Issuer directly and disclaims beneficial ownership of the Common Shares held or which may be acquired by Hutchison Whampoa Europe
Investments S.à r.l. except to the extent of its pecuniary interest therein.
(2) The ownership percentage is calculated based on an
aggregate of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding
Common Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced
in footnote 1 above.
CUSIP No. 15135U109
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Schedule 13D
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Page 4 of 19 Pages
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1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
CK Hutchison Global Investments Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
343,226,541(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
343,226,541(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
343,226,541(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
16.8%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
|
|
|
|
|
|
(1) Represents (a) 316,927,050 common shares, no
par value per share (the “Common Shares”), of Cenovus Energy Inc. (the “Issuer”) held by
Hutchison Whampoa Europe Investments S.à r.l. and (b) 26,299,491 Common Shares that Hutchison Whampoa Europe Investments
S.à r.l. may purchase upon the exercise of warrants (the “Warrants”) within sixty days of January 11,
2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D. CK Hutchison Global Investments
Limited owns no securities of the Issuer directly and disclaims beneficial ownership of the Common Shares held or which may be
acquired by Hutchison Whampoa Europe Investments S.à r.l. except to the extent of its pecuniary interest therein.
(2) The ownership percentage is calculated based on an
aggregate of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding
Common Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced
in footnote 1 above.
CUSIP No. 15135U109
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Schedule 13D
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Page 5 of 19 Pages
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1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
CK Hutchison Holdings Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
343,226,541(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
343,226,541(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
343,226,541(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
16.8%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
|
|
|
|
|
|
(1) Represents (a) 316,927,050 common shares, no
par value per share (the “Common Shares”), of Cenovus Energy Inc. (the “Issuer”) held by
Hutchison Whampoa Europe Investments S.à r.l. and (b) 26,299,491 Common Shares that Hutchison Whampoa Europe Investments
S.à r.l. may purchase upon the exercise of warrants (the “Warrants”) within sixty days of January 11,
2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D. CK Hutchison Holdings Limited
owns no securities of the Issuer directly and disclaims beneficial ownership of the Common Shares held or which may be acquired
by Hutchison Whampoa Europe Investments S.à r.l. except to the extent of its pecuniary interest therein.
(2) The ownership percentage is calculated based on an
aggregate of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding
Common Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced
in footnote 1 above.
CUSIP No. 15135U109
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Schedule 13D
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Page 6 of 19 Pages
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Item 1
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Security and Issuer
|
This Schedule 13D relates to the common shares, no
par value per share (the “Common Shares”), of Cenovus Energy Inc., a corporation amalgamated under the laws
of Canada (the “Issuer”). The Issuer’s principal executive offices are located at 4100, 225 – 6th
Avenue S.W., Calgary, Alberta, Canada T2P 1N2.
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Item 2
|
Identity and Background
|
(a). and (f). This Schedule 13D is being filed jointly
by:
i. Hutchison
Whampoa Europe Investments S.à r.l. (“Hutchison Europe”);
ii. Hutchison
Whampoa Luxembourg Holdings S.à r.l. (“Hutchison Luxembourg”);
iii. CK
Hutchison Global Investments Limited (“Hutchison Global Investments”); and
iv. CK Hutchison Holdings Limited (“CK Hutchison”).
Hutchison Europe, Hutchison Luxembourg, Hutchison
Global Investments and CK Hutchison are collectively herein referred to as the “Reporting Persons” and each as a “Reporting
Person.”
Hutchison Europe is a company incorporated in Luxembourg,
and wholly owned by Hutchison Luxembourg, a company incorporated under the laws of Barbados and continued in Luxembourg. Hutchison
Global Investments, a company incorporated in the British Virgin Islands, owns 99.99999% of Hutchison Luxembourg, and is itself
wholly owned by CK Hutchison, a company incorporated in the Cayman Islands and listed on The Stock Exchange of Hong Kong Limited.
Set forth on Schedule A attached hereto and incorporated
herein by reference is the principal business of each Reporting Person and the name and citizenship of each of the directors and
executive officers of each Reporting Person.
(b).
The principal address of each of Hutchison Europe and Hutchison Luxembourg is 7, rue du Marché-aux-Herbes,
L-1728 Luxembourg, Grand Duchy of Luxembourg. The principal address of each of Hutchison Global Investments and CK Hutchison
is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.
Set forth on Schedule A attached hereto and incorporated
herein by reference is the business address of each of the directors and executive officers of each Reporting Person.
(c). Set forth on Schedule A attached hereto and
incorporated herein by reference is the principal occupation or employment of each of the directors and executive officers of each
Reporting Person as well as the principal business and address of the corporation or other organization in which such director
or executive officer’s employment is conducted.
(d). During the last five years, none of the Reporting
Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
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Schedule 13D
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Page 7 of 19 Pages
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(e). During the last five years, none of the Reporting
Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been a party to
any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it was or
is now subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with respect to such laws.
|
Item 3
|
Source and Amount of Funds or Other Consideration
|
On
January 1, 2021, the Issuer acquired all of the issued and outstanding common shares (the “Husky Common Shares”)
of Husky Energy Inc. (“Husky”) pursuant to a court-approved Plan of Arrangement in accordance with the provisions
of the Business Corporations Act (Alberta) (the “Arrangement”). As a result, a portion of the Husky Common
Shares held by each common shareholder of Husky was exchanged for warrants (“Warrants”) and the remaining portion
of the Husky Common Shares was exchanged for Common Shares, such that, in aggregate, each common shareholder of Husky received
0.7845 of a Common Share and 0.0651 of a Warrant in respect of each Husky Common Share held. Each whole Warrant entitles the holder
thereof to acquire one Common Share upon payment in full of the exercise price of C$6.54 per Common Share at any time up to 60
months following completion of the Arrangement.
Upon the effectiveness of the Arrangement, Hutchison
Europe, as a holder of Husky Common Shares, automatically received the Common Shares and Warrants disclosed in this Schedule 13D
in exchange for its Husky Common Shares. No other consideration was used by the Reporting Persons in connection with the acquisition
of the Common Shares and Warrants described in this Schedule 13D.
|
Item 4.
|
Purpose of Transaction.
|
The information set forth in or incorporated by reference
in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4.
The Reporting Persons hold the Common Shares and
Warrants as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing
basis. Subject to the terms of the Standstill Agreement (as defined below), depending on various factors, including but not limited
to the Issuer’s business, prospects, financial position and strategic direction, price levels of the Common Shares and Warrants,
conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take
such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with
respect to any or all matters required to be disclosed in this Schedule 13D.
Upon
the effectiveness of the Arrangement, three persons affiliated with the Reporting Persons, Canning K. N. Fok, Eva L. Kwok and Frank
J. Sixt (the “Hutchison Directors”), joined the board of directors of the Issuer, which currently consists
of eight directors.
Consistent with the Reporting Persons’ investment
purposes, subject to the terms of the Standstill Agreement, the Reporting Persons may engage in communications (including, without
limitation, through the Hutchison Directors) with, without limitation, one or more shareholders of the Issuer, management of the
Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer’s operations,
prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing
alternatives and such other matters as the Reporting Persons may deem relevant to their ownership of the Common Shares and Warrants.
The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject
to the terms of the Standstill Agreement, make additional purchases of Common Shares (or other securities convertible or exercisable
into Common Shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments
in the Common Shares, depending upon the Reporting Persons’ evaluation of the Issuer’s business, prospects, financial
condition and strategic direction, the market for the Common Shares and Warrants, other opportunities available to the Reporting
Persons, general economic conditions, stock market conditions and other factors.
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Schedule 13D
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Page 8 of 19 Pages
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Except as set forth in this Item 4 or Item 6 below,
the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
|
Item 5
|
Interest in Securities of the Issuer
|
(a).
and (b). The information required by Items 5(a) and 5(b) is set forth in Rows 7-13 of the cover page for each of
the Reporting Persons and is incorporated herein by reference. Each of Hutchison Luxembourg,
CK Hutchison and Hutchison Global Investments expressly disclaims beneficial ownership of any Common Shares held or which
may be acquired by Hutchison Europe except to the extent of their pecuniary interests therein, and the Reporting Persons do not
affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act). This Schedule 13D shall
not be construed as acknowledging that Hutchison Luxembourg, CK Hutchison or Hutchison Global Investments beneficially owns any
Common Shares held or which may be acquired by Hutchison Europe for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, or for any other purpose.
To the knowledge of the Reporting Persons, among
the directors and executive officers of each Reporting Person listed in Schedule A hereto:
|
·
|
Mr. FOK Kin Ning, Canning has an interest in 200,333 Common Shares and 16,624 Warrants of
the Issuer which are held through a company jointly controlled by him and his spouse over which they share voting and dispositive
power;
|
|
·
|
Mr. Frank John SIXT owns 55,064 Common Shares and 4,569 Warrants of the Issuer;
|
|
·
|
Mr. IP Tak Chuen, Edmond owns 206,197 Common Shares and 17,110 Warrants of the Issuer;
|
|
·
|
The spouse of Mr. LEE Yeh Kwong, Charles owns 1,201 Common Shares and 99 Warrants of the Issuer,
over which Mr. Lee may be deemed to share voting and dispositive power;
|
|
·
|
Mr. George Colin MAGNUS owns 27,436 Common Shares and 2,276 Warrants of the Issuer;
|
|
·
|
Mr. KWOK Tun-li, Stanley owns 16,165 Common Shares and 1,341 Warrants of the Issuer, and his
wife owns 8,013 Common Shares and 664 Warrants over which Mr. Kwok may be deemed to share voting and dispositive power;
|
|
·
|
Ms. LEE Wai Mun, Rose owns 8,227 Common Shares and 682 Warrants of the Issuer which are held
through a company wholly owned by Ms. Lee;
|
|
·
|
Mr. Neil Douglas MCGEE owns 58,096 Common Shares and 4,820 Warrants of the Issuer; and
|
|
·
|
none of the other persons named in Item 2 beneficially owns any Common Shares or securities of
the Issuer convertible into Common Shares within sixty days of January 11, 2021.
|
Except as noted above, each of the foregoing persons
has sole voting and dispositive power with respect to such securities.
(c). Except as described in this Schedule 13D, none
of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Item 2 has effected any
transaction in the Common Shares during the past 60 days.
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Schedule 13D
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Page 9 of 19 Pages
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(d). No other persons are known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.
(e). Not Applicable.
|
Item 6
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The information set forth in Items 3 and 5 is hereby
incorporated by reference into this Item 6.
In connection with the Arrangement, Hutchison Europe
entered into a Support Agreement, Standstill Agreement, Pre-Emptive Rights Agreement and a Registration Rights Agreement with the
Issuer, which are described below.
Support Agreement
On October 24, 2020, Hutchison Europe entered
into a support agreement (the “Support Agreement”) with the Issuer pursuant to which Hutchison Europe agreed,
among other things, to vote, or cause to be voted, all of the Husky Common Shares or any other securities of Husky having voting
rights in respect of the Arrangement beneficially owned, controlled or directed or subsequently acquired by it: (a) for and
in favor of the Arrangement; and (b) against any other business combination, arrangement, amalgamation, merger, consolidation,
reorganization, recapitalization, liquidation, material asset sale or similar transaction involving Husky, or any issue of securities
by Husky, or any resolution to approve, ratify or adopt any of the foregoing. The Support Agreement terminated as of January 1,
2021.
The foregoing description of the Support Agreement
does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, a copy of which is filed
as Exhibit 7.2 hereto and is incorporated herein by reference.
Standstill Agreement
On October 24, 2020, Hutchison Europe entered
into a standstill agreement (the “Standstill Agreement”) with the Issuer, with effect as of January 1,
2021. The Standstill Agreement sets forth certain restrictions and obligations in connection with Hutchison Europe’s shareholdings
in the Issuer.
Transfer Restrictions
Subject to certain exceptions, for a period of 18
months following January 1, 2021, Hutchison Europe may not transfer any Common Shares, except: (i) pursuant to a business
combination involving the Issuer (a “Combination Transaction”) that has been approved or recommended by the
board of directors of the Issuer or (ii) in regard to a transfer to an affiliate of Hutchison Europe, provided that such affiliate
agrees to be bound by and become a party to the Standstill Agreement.
Without the prior consent of the Issuer, Hutchison
Europe may not transfer, either alone or in the aggregate with its affiliates, L.F. Investments S.à r.l (“LFI”)
(which was a shareholder of Husky and received Common Shares and Warrants as a result of the Arrangement) or its affiliates any
Common Shares or Warrants to any person, that would, to the knowledge of Hutchison Europe, result in such person, together with
any persons acting jointly or in concert with such person, beneficially owning, or controlling or directing, 20% or more of the
then-outstanding Common Shares (including those Common Shares and Warrants proposed to be transferred), subject to certain exceptions.
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Schedule 13D
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Page 10 of 19 Pages
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Voting Restrictions
Pursuant to the Standstill Agreement, Hutchison Europe
has covenanted and agreed that it and its affiliates shall: (a) vote or cause to be voted all Common Shares that it beneficially
owns, or over which it or any of its affiliates has control or direction, in favor of; or (b) abstain from voting in respect
of all Common Shares that it beneficially owns, or over which it or any of its affiliates has control or direction, in respect
of, the election, as directors of the Issuer, of all nominees of the Issuer’s board or management at any annual or other
meeting of the Issuer’s common shareholders at which members of the Issuer’s board are proposed to be elected.
In connection with a Combination Transaction, Hutchison
Europe has covenanted and agreed that it shall, and shall cause its affiliates to, vote its pro-rata share of all Excess Shares
(as defined below) that it beneficially owns, or over which it or any of its affiliates has control or direction, in accordance
with the recommendation of the Issuer’s board in respect to such Combination Transaction. “Excess Shares” means,
at the applicable time, such number of Common Shares held by Hutchison Europe and LFI, in aggregate, which are in excess of the
number that is 19.9% of the then-outstanding Common Shares.
Prohibited Activities
Subject to certain exceptions, without the prior
written consent of the Issuer, Hutchison Europe has agreed that neither it nor its affiliates, will, directly or indirectly, take
certain actions, including the following:
|
(a)
|
acquire, agree to acquire or make any proposal or offer to acquire any (i) voting or equity securities of the Issuer or
any of its subsidiaries (other than Warrants); (ii) securities convertible into, or exercisable or exchangeable for, voting
or equity securities of the Issuer or any of its subsidiaries (other than Warrants); or (iii) assets of the Issuer or any
of its subsidiaries;
|
|
(b)
|
engage in any discussion or negotiations, conclude any understanding or enter into (or propose or offer to enter into), directly
or indirectly, any agreement with respect to any Combination Transaction;
|
|
(c)
|
engage in, participate in, or in any way knowingly initiate, directly or indirectly and whether alone or jointly or in concert
with another person, any solicitation of proxies or consents with respect to the voting of any securities of the Issuer;
|
|
(d)
|
except as required by the Standstill Agreement, grant any power of attorney over any securities of the Issuer, or deposit any
securities of the Issuer in any voting agreement, voting trust, voting pool or similar arrangement;
|
|
(e)
|
seek, alone or in concert with others, to requisition or call a meeting of shareholders of the Issuer; and
|
|
(f)
|
enter into discussions, agreements or understandings with any person with respect to the foregoing, or knowingly advise, induce,
assist (including providing financial assistance) or encourage any person to take any of the prohibited actions outlined above.
|
CUSIP No. 15135U109
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Schedule 13D
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Page 11 of 19 Pages
|
These restrictions shall cease to apply on the earlier
of: (i) the execution and delivery by the Issuer of a definitive agreement to implement a transaction or series of transactions
pursuant to which a person agrees to acquire beneficial ownership of, or control or direction over, more than 50% of the outstanding
voting securities of the Issuer (measured on a fully-diluted basis) or a majority of the consolidated assets of the Issuer and
its subsidiaries; (ii) a person or group of related persons acting jointly or in concert acquire beneficial ownership of,
or control or direction over, at least 20% of the outstanding voting securities of the Issuer; and (iii) a person or group
of related persons acting jointly or in concert publicly commence a formal take-over bid for more than 20% of the outstanding voting
securities of the Issuer.
Termination
The Standstill Agreement shall terminate on the date
that is 60 months following January 1, 2021, unless any of the following events occur which cause earlier termination:
(a) the
date on which the Standstill Agreement or the standstill agreement entered into by LFI and the Issuer is terminated by the written
agreement of the parties thereto;
(b) provided
that the restrictions set out above under the heading “Transfer Restrictions” have been complied with under the Standstill
Agreement and under the other standstill agreement with LFI, the date on which Hutchison Europe and LFI, together with their affiliates,
cease to beneficially own, or control or direct, in aggregate, at least 10% of the then-outstanding Common Shares; or
(d) any
“Qualified Individual” (as defined in the Standstill Agreement) duly nominated in accordance with the Standstill Agreement
is not appointed to the Issuer’s board of directors in accordance with the Standstill Agreement.
The foregoing description of the Standstill Agreement
does not purport to be complete and is qualified in its entirety by reference to the Standstill Agreement, a copy of which is filed
as Exhibit 7.3 hereto and is incorporated herein by reference.
Pre-Emptive Rights Agreement
On
January 1, 2021, Hutchison Europe and the Issuer entered into a pre-emptive rights agreement (the “Pre-Emptive Rights
Agreement”) pursuant to which Hutchison Europe is entitled to, upon the proposed issuance or sale by the Issuer
of Common Shares or other convertible securities of the Issuer, purchase such number of additional Common Shares or other convertible
securities of the Issuer on the same terms and conditions that such securities are being issued or sold by the Issuer, including
at the same price per security and otherwise be on economic terms and conditions no less favorable, individually or in the aggregate,
to Hutchison Europe than the terms and conditions are to any purchaser in such offering, in order to allow Hutchison Europe to
maintain its pro rata share of the then-outstanding Common Shares that it holds at the applicable time. These rights cease on the
earlier of the date which is 60 months following January 1, 2021, the date Hutchison Europe ceases to, directly or indirectly,
beneficially own in aggregate more than 5% of the then-outstanding Common Shares, the date on which the Pre-Emptive Rights Agreement
is terminated by agreement of the parties, or the date on which the Standstill Agreement is terminated.
The foregoing description of the Pre-Emptive Rights
Agreement does not purport to be complete and is qualified in its entirety by reference to the Pre-Emptive Rights Agreement, a
copy of which is filed as Exhibit 7.4 hereto and is incorporated herein by reference.
CUSIP No. 15135U109
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Schedule 13D
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Page 12 of 19 Pages
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Registration Rights Agreement
On
January 1, 2021, Hutchison Europe and the Issuer entered into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which Hutchison Europe is provided with certain demand and piggy-back registration
rights, requiring the Issuer to qualify the distribution of certain registrable securities of the Issuer upon the request of Hutchison
Europe. These rights cease on the earlier of the date which is 60 months following January 1, 2021, the date Hutchison Europe
ceases to, directly or indirectly, beneficially own in aggregate more than 5% of the then-outstanding Common Shares, the date on
which the Registration Rights Agreement is terminated by agreement of the parties, or the date on which the Standstill Agreement
is terminated.
The foregoing description of the Registration Rights
Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a
copy of which is filed as Exhibit 7.5 hereto and is incorporated herein by reference.
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Item 7
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Material to be Filed as Exhibits
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(a). Exhibit 7.1 - Joint Filing Agreement dated January 11, 2021 by and among the Reporting Persons
(b). Exhibit 7.2 - Form of Support Agreement
(incorporated by reference to Schedule G to Appendix D of Exhibit 99.1 to the current report on Form 6-K of the Issuer
furnished to the Securities and Exchange Commission (“SEC”) on November 16, 2020)
(c). Exhibit 7.3 - Form of Standstill Agreement
(incorporated by reference to Schedule H to Appendix D of Exhibit 99.1 to the current report on Form 6-K of the Issuer
furnished to the SEC on November 16, 2020)
(d). Exhibit 7.4
- Pre-Emptive Rights Agreement dated January 1, 2021 by and between Cenovus Energy Inc. and Hutchison Whampoa Europe Investments
S.à r.l. (incorporated by reference to Exhibit 99.3 to the current report on Form 6-K of the Issuer furnished
to the SEC on January 4, 2021)
(e). Exhibit 7.5 - Registration Rights Agreement
dated January 1, 2021 by and between Cenovus Energy Inc. and Hutchison Whampoa Europe Investments S.à r.l. (incorporated
by reference to Exhibit 99.5 to the current report on Form 6-K of the Issuer furnished to the SEC on January 4,
2021)
(f). Exhibit 7.6 – Warrant Indenture dated
January 1, 2021 by and between Cenovus Energy Inc. and Computershare Trust Company of Canada (incorporated by reference to
Exhibit 99.1 to the current report on Form 6-K of the Issuer furnished to the SEC on January 4, 2021)
CUSIP No. 15135U109
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Schedule 13D
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Page 13 of 19 Pages
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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: January 11, 2021
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HUTCHISON WHAMPOA EUROPE INVESTMENTS S.à R.L.
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By:
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/s/ Neil McGee
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Name: Neil McGee
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Title: Authorized Signatory
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HUTCHISON WHAMPOA LUXEMBOURG HOLDINGS S.à R.L.
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By:
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/s/ Neil McGee
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Name: Neil McGee
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Title: Authorized Signatory
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CK HUTCHISON GLOBAL INVESTMENTS LIMITED
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By:
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/s/ Edith Shih
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Name: Edith Shih
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Title: Authorized Signatory
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CK HUTCHISON HOLDINGS LIMITED
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By:
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/s/ Edith Shih
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Name: Edith Shih
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Title: Authorized Signatory
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CUSIP No. 15135U109
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Schedule 13D
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Page 14 of 19 Pages
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Schedule A
Hutchison Whampoa Europe Investments
S.à r.l.
Name and
Business Address(1)
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Citizenship
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Present Principal Occupation or
Employment, Including Name,
Principal Business and Address of
Each Corporation or Organization
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Frank John SIXT
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Canadian
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Manager, Hutchison Whampoa Europe Investments S.à r.l.(2)
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Edith SHIH
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British
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Manager, Hutchison Whampoa Europe Investments S.à r.l. (2)
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Neil Douglas MCGEE
7, rue du Marché-aux-Herbes
L-1728 Luxembourg
Grand Duchy of Luxembourg
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Australian
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Manager, Hutchison Whampoa Europe Investments S.à r.l.(2)
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Christian Nicolas Roger
SALBAING
7, rue du Marché-aux-Herbes
L-1728 Luxembourg
Grand Duchy of Luxembourg
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French
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Manager, Hutchison Whampoa Europe Investments S.à r.l.(2)
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CHAN Waichi, Richard
9-11 Grand Rue
L-1661 Luxembourg
Grand Duchy of Luxembourg
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American
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Manager, Hutchison Whampoa Europe Investments S.à r.l.(2)
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Thomas Georg GEIGER
7, rue du Marché-aux-Herbes
L-1728 Luxembourg
Grand Duchy of Luxembourg
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German
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Manager, Hutchison Whampoa Europe Investments S.à r.l.(2)
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Hutchison Whampoa Luxembourg Holdings
S.à r.l.
Name and
Business Address(1)
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Citizenship
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Present Principal Occupation or
Employment, Including Name,
Principal Business and Address of
Each Corporation or Organization
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Frank John SIXT
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Canadian
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Manager, Hutchison Whampoa Luxembourg Holdings S.à r.l.(3)
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Edith SHIH
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British
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Manager, Hutchison Whampoa Luxembourg Holdings S.à r.l.(3)
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Neil Douglas MCGEE
7, rue du Marché-aux-Herbes
L-1728 Luxembourg
Grand Duchy of Luxembourg
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Australian
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Manager, Hutchison Whampoa Luxembourg Holdings S.à r.l.(3)
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Christian Nicolas Roger SALBAING
7, rue du Marché-aux-Herbes
L-1728 Luxembourg
Grand Duchy of Luxembourg
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French
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Manager, Hutchison Whampoa Luxembourg Holdings S.à r.l.(3)
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CHAN Waichi, Richard
9-11 Grand Rue
L-1661 Luxembourg
Grand Duchy of Luxembourg
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American
|
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Manager, Hutchison Whampoa Luxembourg Holdings S.à r.l.(3)
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Thomas Georg GEIGER
7, rue du Marché-aux-Herbes
L-1728 Luxembourg
Grand Duchy of Luxembourg
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German
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Manager, Hutchison Whampoa Luxembourg Holdings S.à r.l.(3)
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CUSIP No. 15135U109
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|
Schedule 13D
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Page 15 of 19 Pages
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CK Hutchison Global Investments Limited
Name and
Business Address(1)
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Citizenship
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Present Principal Occupation or
Employment, Including Name,
Principal Business and Address of
Each Corporation or Organization
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LI Tzar Kuoi, Victor
7th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
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Hong Kong
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Director, CK Hutchison Global Investments Limited(4)
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FOK Kin Ning, Canning
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British
|
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Director, CK Hutchison Global Investments Limited(4)
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Frank John SIXT
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Canadian
|
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Director, CK Hutchison Global Investments Limited(4)
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IP Tak Chuen, Edmond
7th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
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Hong Kong
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Director, CK Hutchison Global Investments Limited(4)
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KAM Hing Lam
7th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
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Hong Kong
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Director, CK Hutchison Global Investments Limited(4)
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LAI Kai Ming, Dominic
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Canadian
|
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Director, CK Hutchison Global Investments Limited(4)
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Edith SHIH
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British
|
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Director, CK Hutchison Global Investments Limited(4)
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CHEUNG Kwan Hoi
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British
|
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Director, CK Hutchison Global Investments Limited(4)
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CUSIP No. 15135U109
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|
Schedule 13D
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Page 16 of 19 Pages
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CK Hutchison Holdings Limited
Name and
Business Address(1)
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Citizenship
|
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Present Principal Occupation or
Employment, Including Name,
Principal Business and Address of
Each Corporation or Organization
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LI Tzar Kuoi, Victor
7th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
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Hong Kong
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Chairman, Executive Director and Group Co-Managing
Director,
CK
Hutchison Holdings Limited(5)
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FOK Kin Ning, Canning
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British
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Executive Director and Group Co-Managing Director,
CK
Hutchison Holdings Limited(5)
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Frank John SIXT
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Canadian
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Executive Director, Group Finance Director and
Deputy Managing Director, CK Hutchison Holdings Limited(5)
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IP Tak Chuen, Edmond
7th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
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Hong Kong
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Executive Director and Deputy Managing Director,
CK
Hutchison Holdings Limited(5)
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KAM Hing Lam
7th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
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Hong Kong
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Executive Director and Deputy Managing Director,
CK
Hutchison Holdings Limited(5)
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LAI Kai Ming, Dominic
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Canadian
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Executive Director and Deputy Managing Director,
CK
Hutchison Holdings Limited(5)
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Edith SHIH
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British
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Executive Director and Company Secretary,
CK
Hutchison Holdings Limited(5)
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CHOW Kun Chee, Roland
Room 2008, Melbourne Plaza
33 Queen’s Road Central
Hong Kong
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British
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Non-executive Director, CK Hutchison Holdings
Limited(5)
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LEE Yeh Kwong, Charles
26th Floor, Jardine House
1 Connaught Place, Central
Hong Kong
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Hong Kong
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Non-executive Director, CK Hutchison Holdings
Limited(5)
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LEUNG Siu Hon
21 & 22 Floors, 10 Pottinger Street Hong Kong
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British
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Non-executive Director, CK Hutchison Holdings
Limited(5)
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George Colin MAGNUS
Room 701, Car Po Building
18-20 Lyndhurst Terrace
Central
Hong Kong
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British
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Non-executive Director, CK Hutchison Holdings
Limited(5)
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CHOW WOO Mo Fong, Susan
9A Po Garden, 9 Brewin Path Mid-levels, Hong Kong
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British
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Non-executive Director, CK Hutchison Holdings
Limited(5)
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KWOK Tun-li, Stanley
Suite 503-151 Athletes Way
Vancouver
B.C. V5Y 0E5
Canada
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Canadian
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Independent Non-executive Director, CK Hutchison
Holdings Limited(5)
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CHENG Hoi Chuen, Vincent
Flat A, 7/F, Woodbury Court 137 Pok Fu Lam Road, Pok Fu Lam
Hong Kong
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Hong Kong
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Independent Non-executive Director, CK Hutchison
Holdings Limited(5)
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Michael David KADOORIE
24th Floor, St. George’s Building
2 Ice House Street
Central, Hong Kong
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British
|
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Independent Non-executive Director, CK Hutchison
Holdings Limited(5)
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CUSIP No. 15135U109
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|
Schedule 13D
|
|
Page 17 of 19 Pages
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LEE Wai Mun, Rose
Unit 623, Level 6, Core F
Cyberport 3, 100 Cyberport Road
Cyberport, Hong Kong
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Hong Kong
|
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Independent Non-executive Director, CK Hutchison
Holdings Limited(5)
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Paul Joseph TIGHE
69 Nurrawallee Street
Ulladulla NSW 2539
Australia
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Australian
|
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Independent Non-executive Director, CK Hutchison
Holdings Limited(5)
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WONG Kwai Lam
Room 809, 8/F, Tai Yau Building
181 Johnston Road
Wanchai
Hong Kong
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Hong Kong
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Independent Non-executive Director, CK Hutchison
Holdings Limited(5)
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WONG Yick-ming, Rosanna
23/F., The Hong Kong Federation
of Youth Groups Building
21 Pak Fuk Road
North Point, Hong Kong
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Hong Kong
|
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Independent Non-executive Director, CK Hutchison
Holdings Limited(5)
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William Elkin MOCATTA
24th Floor, St. George’s Building
2 Ice House Street
Central, Hong Kong
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British
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Alternate Director, CK Hutchison Holdings Limited(5)
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Notes to Schedule A:
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(1)
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Unless otherwise indicated, the business address of each
of the named persons is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.
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(2)
|
The principal address of Hutchison Whampoa Europe Investments
S.à r.l. is 7, rue du Marché-aux-Herbes, L-1728 Luxembourg, Grand Duchy of Luxembourg. The business of Hutchison
Whampoa Europe Investments S.à r.l. is investment holding.
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(3)
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The principal address of Hutchison Whampoa Luxembourg
Holdings S.à r.l. is 7, rue du Marché-aux-Herbes, L-1728 Luxembourg, Grand Duchy of Luxembourg. The business
of Hutchison Whampoa Luxembourg Holdings S.à r.l. is investment holding.
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(4)
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The principal address of CK Hutchison Global Investments
Limited is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The business of CK Hutchison Global
Investments Limited is investment holding.
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(5)
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The principal address of CK Hutchison Holdings Limited
is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The business of CK Hutchison Holdings Limited comprises
four core segments: ports and related services, retail, infrastructure and telecommunications.
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