UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
(Rule 13e-100)
RULE 13E-3 TRANSACTION
STATEMENT UNDER
SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
Hutchison
Telecommunications International Limited
(Name of the Issuer)
Hutchison Telecommunications International Limited
Hutchison Telecommunications
Holdings Limited
Hutchison
Whampoa Limited
(Names of Persons Filing
Statement)
Ordinary Shares, par value
HK$0.25 each
American
Depositary Shares, each representing 15 Ordinary Shares
(Title of Class of
Securities)
44841T 10 7
(
American
Depositary Shares)
(CUSIP Number of Class of
Securities)
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Calvin
C. Lai, Esq.
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David W. Hirsch, Esq.
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Freshfields Bruckhaus Deringer
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Cleary Gottlieb Steen &
Hamilton LLP
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11th Floor
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Bank of China Tower
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Two Exchange Square
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One Garden Road
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Hong Kong
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Hong Kong
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Tel: (852) 2846 3400
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Tel: (852) 2521 4122
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(Names, Addresses, and
Telephone Numbers of Persons Authorized to Receive Notices and
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Communications on Behalf
of Persons Filing Statement)
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This statement is filed
in connection with (check the appropriate box):
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o
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a.
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The filing of solicitation materials or an
information statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
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o
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b.
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The filing of a registration statement under the
Securities Act of 1933.
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o
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c.
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A tender offer.
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x
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d.
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None of the above.
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Check the following box if the soliciting materials
or information statement referred to in checking box (a) are preliminary
copies:
o
Check the following box if the filing is a final
amendment reporting the results of the transaction:
o
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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US$541,186,623.59
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US$38,586.61
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*
Estimated for purposes of
calculating the filing fee only. This
calculation assumes the cancellation of 1,908,740,622 ordinary shares (either
directly or in the form of American Depositary Shares, each representing 15
ordinary shares), par value HK$0.25 each, of Hutchison
Telecommunications International Limited, which represents all ordinary shares outstanding on the
date hereof and not owned by Hutchison Telecommunications Holdings
Limited and Hutchison Telecommunications Investment Holdings Limited, at a cancellation price of
HK$2.20 per ordinary share or HK$33.00 per American Depositary Share, net in
cash, converted to US dollars for the purpose of calculating the filing fee
using the exchange rate of HK$7.7593 to US$1.00 reported by Bloomberg as of
12:00 noon in Hong Kong on March 11, 2010.
**
The amount of the filing fee,
calculated in accordance with Rule 0-11(b) under the Securities
Exchange Act of 1934, as amended, equals US$71.30 per US$1,000,000 of the
transaction valuation.
Solely for the convenience of the reader,
this document contains translations of Hong Kong dollar amounts into US dollars
and vice versa at specified rates. These
translations should not be construed as representations that the Hong Kong dollar
amounts actually represent such US dollar amounts or could be converted into US
dollars at the rates indicated or at all.
x
Check box if any part of the fee
is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form of
Schedule and the date of its filing.
Amount Previously Paid: US$38,586.61
Form of Registration
No.: Schedule 13E-3
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Filing
Party:
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Hutchison
Telecommunications International Limited, Hutchison Telecommunications
Holdings Limited and Hutchison Whampoa Limited
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Date Filed:
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March 15, 2010
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Introduction
This Amendment No. 2 (this “
Amendment
”) amends and supplements the Rule 13e-3
Transaction Statement on Schedule 13E-3 initially filed with the Securities and
Exchange Commission (“
SEC
”) on March 15,
2010, as amended and supplemented (the “
Schedule
13E-3
”), by (1)
Hutchison Telecommunications International
Limited (“
HTIL
”), a company incorporated in
the Cayman Islands with limited liability, (2) Hutchison
Telecommunications Holdings Limited (the “
Offeror
”),
a company incorporated in the British Virgin Islands with limited liability,
and (3) Hutchison Whampoa Limited (“
HWL
”), a company incorporated in
Hong Kong with limited liability.
All capitalized terms used in this Amendment
and not otherwise defined have the meanings ascribed to such terms in the
Schedule 13E-3, including the Scheme Document (the “
Scheme Document
”) attached as exhibit
(a)(3)(1) to the Schedule
13E-3.
Item 16. Exhibits.
Item 16 is hereby
supplemented by the addition of the following exhibits:
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Exhibit
Number
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Description
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(a)(3)(6)
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Amended form of voting instruction card for holders
of ADSs (incorporated by reference to Exhibit 1.4 to HTIL’s Report on
Form 6-K furnished to the SEC on April 26, 2010).
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(a)(3)(7)
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Amended Depositary’s Notice to ADS Holders of Court
Meeting for Scheme Shareholders of HTIL, Extraordinary General Meeting for
Shareholders of HTIL, Termination of the Deposit Agreement and Closure of the
ADS Facility.
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(a)(5)(10)
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Joint Announcement dated April 22, 2010 of
HTIL, HWL and the Offeror on closure of registers of members of HTIL and
other matters relating to the proposed privatization of HTIL by way of a
scheme of arrangement under Cayman Islands law (incorporated by reference to
Exhibit 1.1 to HTIL’s Report on Form 6-K furnished to the SEC on
April 22, 2010).
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(a)(5)(11)
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Letter dated April 27, 2010 from HTIL to its
shareholders (including ADS holders) with reminder regarding the court
meeting and the extraordinary general meeting of HTIL to be held on
May 12, 2010, and certain actions to be taken, in relation to the
proposed privatization of HTIL (incorporated by reference to Exhibit 1.1
to HTIL’s Report on Form 6-K furnished to the SEC on April 26,
2010).
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