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(Hong Kong, 11 February 2006) The Boards of Directors of Hutchison Whampoa Limited ("Hutchison") and 3 Italia today announced a decision to defer the planned IPO of 3 Italia.
Canning Fok, Hutchison's Group Managing Director and 3 Italia's Chairman, said, "3 Italia has now received all necessary regulatory approvals required to list. However, the window for executing an IPO is very short and would require the IPO to be completed in the next few weeks. At the same time, current market conditions for European telecom stocks are weak and, in the circumstances, I do not believe that the market would ascribe an appropriate valuation to 3 Italia's business on its IPO at this time."
Goldman Sachs, who was acting as one of the Joint Global Coordinators, has agreed to arrange and underwrite a structured pre-IPO transaction involving a private placement of an effective 10 per cent indirect share interest in 3 Italia held by Hutchison for €420 million. Holders of the placed shares will have the right to exchange them for 3 Italia shares on an IPO, and to put them to Hutchison in three years at the initial purchase price plus a premium to be calculated referenced to three-month Euribor interest rates plus 0.90 per cent (subject to adjustment), and earlier in the event of specified corporate activity Hutchison will also have the right to repurchase the shares in certain circumstances. The initial purchase price corresponds to an enterprise value for 3 Italia of approximately €9 billion based on estimated net debt of 3 Italia of approximately €4.8 billion at year end 2006. The transaction is expected to be completed by 31 March 2006. Due to the transaction structure, Hutchison will not recognize any profit upon completion. Any such profit would only be recognized upon the exchange of the shares for shares in 3 Italia.
Mr. Fok continued, "Between now and the IPO, I believe it is important for 3 Italia to conduct an investor education campaign comprising a full international roadshow presentation and analyst updates with a view to clearly differentiating the outlook for 3 Italia's business and the progress it has made in developing its unique business model from that of the incumbent mobile operators in Italy and the rest of Europe. This educational step is important to allow 3 Italia's management to clearly communicate to the global telecom investment community 3 Italia's current strong performance and favourable outlook. 3 Italia is not experiencing the same negative operating performance or outlook as incumbent mobile operators in Italy and Europe." "I believe these decisions will contribute to a better understanding of 3 Italia's business in the marketplace and will result in Hutchison shareholders recognising the value of their investment in both 3 Italia and our other 3G businesses going forward."
The transaction will be in existing shares of Hutchison 3G Italy Investments S.à.r l, and will represent an effective indirect interest of 10 per cent of 3 Italia. Terms of the transaction, which is being arranged and underwritten by Goldman Sachs subject to entering into definitive documentation and other standard market conditions, include Goldman Sachs' right to syndicate the transaction, customary anti-dilution and other investor protections, the terms of the put and provisions relating to Hutchison's financing of 3 Italia's business plan up to completion of the IPO.
About Hutchison Whampoa Limited
Hutchison Whampoa Limited (HWL) is a leading international corporation committed to innovation and technology with businesses spanning the globe. Its diverse array of holdings range from some of the world's biggest retailers to property development and infrastructure to the most technologically-advanced and marketing-savvy telecommunications operators. HWL reports consolidated turnover of approximately HKD179 billion (USD23,000 million) and HKD109 billion (USD14,000 million) for the year ended 31 December 2004 and for the six months ended 30 June 2005 respectively. With operations in 53 countries and over 200,000 employees worldwide, Hutchison has five core businesses - ports and related services, telecommunications, property and hotels, retail and manufacturing, and energy and infrastructure.
Its flagship companies include Hutchison Port Holdings, Hutchison Telecom, Hutchison Whampoa Properties, A.S. Watson, and Cheung Kong Infrastructure.
For more information, please visit www.hutchison-whampoa.com
About 3 Italia S.p.A.
3 Italia S.p.A., Mobile Media Company controlled by the Hutchison Whampoa Group shareholder of 95.4 per cent, it is the Italian leader in the UMTS telecommunication sector for number of customers (over 5.5 million on 31 December 2005). After having won in 2000 the UMTS license with the brand Andala, 3 Italia has been the first mobile operator to launch the commercial service in March 2003. 3 Italia's UMTS network covered the 80 per cent of population on 31 December 2005. Through the commercial brand "3" the company offers telecommunication, media, internet & data services in mobility on the UMTS technological platform, which coverage reaches the 80 per cent of the Italian population. Led by the CEO Vincenzo Novari, 3 Italia has about 2,700 employees. The other shareholders, beyond HWL, are: NHS Investments SA (San Paolo IMI), RCS Media Group Gemina and 3G Mobile Investments.
For inquiries, please contact:
| Hutchison Whampoa Limited Laura Cheung Tel: (852) 2128 1289 Email: laurac@hwl.com.hk |
Euginie Kwok Tel: (852) 2128 1343 Email : euginiek@hwl.com.hk |
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