Hutchison expands telecom operations
in the United States

24 June 1999

Hutchison Whampoa Limited ("HWL") has announced today that the Company has agreed to make a further investment in VoiceStream Wireless Corporation of the United States ("VSTR") to support VSTR's proposed merger with Omnipoint Corporation. The investment, totalling US$957 million, would increase HWL?s interest in the merged entity to over 30% on the exercise of certain conversion rights. HWL currently has an interest of approximately 24% in VSTR.

HWL's investment will be made through the subscription by a wholly owned subsidiary of Hutchison Telecommunications Limited, Hutchison Telecommunications PCS (USA) Limited, for a combination of common stock at US$29.00 per share and convertible junior preferred stock of VSTR convertible into common stock at US$29.00 per share. The investments are being made to fund both VSTR's offer to acquire Omnipoint by way of a merger for cash and VSTR common stock and a proposed recapitalisation of Omnipoint's business. The transaction is expected to be completed in about six months' time. US$150 million of the funding to be provided by HWL is to be injected through a subscription for Omnipoint convertible preferred stock to provide interim funding to Omnipoint prior to the completion of the merger. VSTR will, at the same time, also provide US$150 million of interim funding to Omnipoint on the same basis.

Commenting on the further investment in VSTR, a HWL spokesperson said, "The merger of VSTR and Omnipoint under VSTR management will allow HWL a unique opportunity to participate in the current rapid growth of wireless communications in the United States. The US mobile market is one of the largest and most exciting growth opportunities in the world today for digital mobile communications. Following the merger, VSTR will the largest GSM operator in the country, licensed to offer service in 15 of the 20 largest markets nationwide. As VSTR's largest shareholder both before and following the merger, the investment thus represent a significant step in expanding HWL's global presence in the mobile communications business."

VSTR provides PCS services in 11 urban markets across the middle and western part of the United States, including Seattle, Denver, Portland and Honolulu, with licences covering approximately 62.5 million people ("POPS") in those areas. In addition, VSTR holds 49.9% interests in joint ventures which currently hold PCS licenses covering approximately 12.8 million POPS and won recent auctions for 28 licenses covering approximately a further 20.5 million POPS.

Omnipoint possesses licenses to provide PCS services to over 100 million POPS mainly in the northeastern United States, including New York City, Boston, Detroit, Miami and Philadelphia. It also won 34 licenses totalling approximately 19.7 million POPS in the recent auctions.

As at 31 March 99, VSTR and Omnipoint together served a total of approximately 883,000 subscribers. The merged entity combining the businesses of VSTR and Omnipoint would have the largest geographic coverage in GSM wireless telecommunications in the United States. After eliminating overlaps, the merged entity will own approximately 175 million licensed POPS. Following the merger with and recapitalisation of Omnipoint, VSTR plans to execute a rapid rollout of network coverage which is anticipated to be fully funded out of the company's internal resources and credit capacity.

Hutchison was advised in this transaction by Chase Securities Inc.

HWL, a conglomerate headquartered in Hong Kong, is engaged in five core businesses: telecommunications; ports and related services; property development and holdings; retail, manufacturing and other services; and energy and infrastructure. In 1998, the Company's turnover (including associates) was over US$9 billion and after tax earnings were approximately US$1.3 billion before minority interests.

In the international telecom arena, HWL owns approximately 44% in Orange plc, which operates the fastest growing PCS network in the UK and telecom businesses in France, Germany, Switzerland, Austria and Belgium. It also operates telecom businesses in Hong Kong, Australia, Israel, India, Singapore, Thailand, Malaysia, Indonesia, Sri Lanka and Ghana.

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