SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Partner Communications Company Ltd.
(Name of Issuer)
American Depositary Shares, each representing
one Ordinary Share, par value New Israeli Shekel 0.01
(Title of Class of Securities)
70211M109
(CUSIP Number)
Edith Shih
Hutchison Whampoa Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
(852-2128-1188)
----------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael W. Sturrock / Matt Richards
Latham & Watkins LLP
80 Raffles Place #14-20
UOB Plaza 2
Singapore 048624
(65-6536-1161)
----------
September 30, 2003
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ____.
SCHEDULE 13D
CUSIP NO. 70211M109
---------
--------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
HUTCHISON WHAMPOA LIMITED - Not Applicable
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
WC
--------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Hong Kong
--------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES - 0 -
-----------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY 78,731,196
-----------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING - 0 -
-----------------------------------------------------------
PERSON 10 Shared Dispositive Power
WITH 78,731,196
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
78,731,196
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
43.3%
--------------------------------------------------------------------------------
14 Type of Reporting Person
HC, CO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 70211M109
---------
--------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
HUTCHISON TELECOMMUNICATIONS (AMSTERDAM) BV - Not Applicable
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
AF
--------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Netherlands
--------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES - 0 -
-----------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY 16,110,012
-----------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING - 0 -
-----------------------------------------------------------
PERSON 10 Shared Dispositive Power
WITH 16,110,012
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,110,012
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
8.9%
--------------------------------------------------------------------------------
14 Type of Reporting Person
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 70211M109
---------
--------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ADVENT INVESTMENTS PTE LTD - Not Applicable
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
AF
--------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Singapore
--------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES - 0 -
-----------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY 62,621,183
-----------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING - 0 -
-----------------------------------------------------------
PERSON 10 Shared Dispositive Power
WITH 62,621,183
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
62,621,183
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
34.4%
--------------------------------------------------------------------------------
14 Type of Reporting Person
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 70211M109
---------
--------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
COLONIAL NOMINEES LIMITED - Not Applicable
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
AF
--------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Hong Kong
--------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES - 0 -
-----------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY 1
-----------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING - 0 -
-----------------------------------------------------------
PERSON 10 Shared Dispositive Power
WITH 1
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.0%
--------------------------------------------------------------------------------
14 Type of Reporting Person
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 70211M109
---------
--------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHEUNG KONG (HOLDINGS) LIMITED - Not Applicable
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
AF
--------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Hong Kong
--------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES - 0 -
-----------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY Disclaimed (see 11 below)
-----------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING - 0 -
-----------------------------------------------------------
PERSON 10 Shared Dispositive Power
WITH Disclaimed (see 11 below)
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
Cheung Kong (Holdings) Limited expressly disclaims beneficial ownership of
the Ordinary Shares beneficially owned by Hutchison Whampoa Limited,
Hutchison Telecommunications (Amsterdam) BV, Advent Investments Pte Ltd
and Colonial Nominees Limited
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
43.3%
--------------------------------------------------------------------------------
14 Type of Reporting Person
HC, CO
--------------------------------------------------------------------------------
The Statement on Schedule 13D dated May 3, 2002, filed jointly by
Hutchison Whampoa Limited, a company incorporated in Hong Kong ("HWL"),
Hutchison Telecommunications (Amsterdam) BV, a company incorporated in the
Netherlands and an indirect wholly-owned subsidiary of HWL ("HTA"), Advent
Investments Pte Ltd, a company incorporated in Singapore and an indirect
wholly-owned subsidiary of HWL ("Advent"), Colonial Nominees Limited, a company
incorporated in Hong Kong and an indirect wholly-owned subsidiary of HWL
("Colonial"), and Cheung Kong (Holdings) Limited, a company incorporated in Hong
Kong and a 49.97% shareholder of HWL ("Cheung Kong"), is hereby amended and
restated in its entirety (other than with respect to the exhibits thereto, which
are incorporated by reference herein), pursuant to Rule 13d-2(e) of the
Securities and Exchange Act of 1934, as amended.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to Ordinary Shares, par value
New Israeli Shekel 0.01 ("Ordinary Shares"), of Partner Communications Company
Ltd., a company incorporated in Israel (the "Issuer"). The Issuer's principal
executive office is 8 Amal Street, Afeq Industrial Park, Rosh Ha'ayin 48103,
Israel.
Item 2. Identity and Background.
This statement is filed by HWL, HTA, Advent, Colonial and Cheung Kong.
HWL
The principal business of HWL is that of investment holding with
diversified interests and activities in the following core businesses: ports and
related services, telecommunications, property and hotels, retail and
manufacturing, and energy, infrastructure, finance and investments. The
principal business address of HWL is 22nd Floor, Hutchison House, 10 Harcourt
Road, Hong Kong.
HWL indirectly owns 100% of the issued shares of HTA, Advent and
Colonial. HWL's beneficial ownership reported herein is through its interests in
HTA, Advent and Colonial.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of HWL and the
name, principal business and address of any corporation or other organization in
which such employment is conducted are set forth on Schedule I hereto and are
incorporated herein by reference.
During the past five years, neither HWL nor, to the best knowledge of
HWL, any of its executive officers and directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a
1
result of such proceeding was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
HTA
The principal business of HTA is investment holding. The registered
office address of HTA is Teleportboulevard 140, 1043EJ, Amsterdam, The
Netherlands.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of HTA and the
name, principal business and address of any corporation or other organization in
which such employment is conducted are set forth on Schedule II hereto,
respectively, and are incorporated herein by reference.
During the past five years, neither HTA nor, to the best knowledge of
HTA, any of its executive officers or directors has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Advent
The principal business of Advent is investment holding. The principal
business address of Advent is 18th Floor, Two Harbourfront, 22 Tak Fung Street,
Hunghom, Hong Kong.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of Advent and
the name, principal business and address of any corporation or other
organization in which such employment is conducted are set forth on Schedule III
hereto, respectively, and are incorporated herein by reference.
During the past five years, neither Advent nor, to the best knowledge
of Advent, any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
2
Colonial
The principal business of Colonial is investment holding. The
registered office address of Colonial is 22nd Floor, Hutchison House, 10
Harcourt Road, Central, Hong Kong.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of Colonial and
the name, principal business and address of any corporation or other
organization in which such employment is conducted are set forth on Schedule IV
hereto, respectively, and are incorporated herein by reference.
During the past five years, neither Colonial nor, to the best
knowledge of Colonial, any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Cheung Kong
The principal business of Cheung Kong is investment holding and
project management, real estate property development and investment, real estate
agency and management, hotel operation, and securities investment. The principal
business address of Cheung Kong is 7th Floor, Cheung Kong Center, 2 Queen's Road
Central, Hong Kong.
Cheung Kong owns 49.97% of the issued shares of HWL and may, pursuant
to Rule 13d-3 ("Rule 13d-3") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), be deemed to control the voting and disposition of
the Ordinary Shares beneficially owned by HWL, HTA, Advent and Colonial.
However, Cheung Kong disclaims beneficial ownership of the Ordinary Shares
beneficially owned by HWL, HTA, Advent and Colonial, and the filing of this
statement shall in no way be construed as an admission that Cheung Kong is, for
purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of
such Ordinary Shares.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of Cheung Kong
and the name, principal business and address of any corporation or other
organization in which such employment is conducted are set forth on Schedule V
hereto and are incorporated herein by reference.
During the past five years, neither Cheung Kong nor, to the best
knowledge of Cheung Kong, any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has
3
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On April 10, 2002, HTA, Matav Investments Limited ("Matav"), Matbit
Telecommunication Systems Limited ("Matbit"), and Matav-Cable Systems Media
Limited ("Matav-Cable") entered into a Share Purchase Agreement (the "Share
Purchase Agreement"), pursuant to which HTA agreed to purchase 5,044,667
Ordinary Shares from Matav at a consideration of US$22,849,819, or US$4.5295 per
Ordinary Share, and 8,734,001 Ordinary Shares from Matbit at a consideration of
US$39,560,658, or US$ 4.5295 per Ordinary Share (the "Transaction"). The
Transaction was completed on April 24, 2002. The source of funds used in the
Transaction was the working capital of an indirect wholly-owned subsidiary of
HWL.
Since the date of the Transaction, HTA has purchased an additional
2,331,344 Ordinary Shares through privately negotiated purchases of Ordinary
Shares from the following Israeli-based employees of the Issuer: Yacov Kedmi;
Roly Klinger; Yaakov Zakai; Chaim Romano; Dan Eldar; Ephraim Rosenhaus; Neomi
Goldgevicht; Noam Man-El; Ran Gorodecki; Tirosh Menahem; Erez Benovich; and
Amikam Cohen. The aggregate price paid by HTA in these purchases was
US$11,359,516.05. The price paid by HTA in each of these purchases was based on
the then market value of the Issuer's American Depositary Shares (each
representing one Ordinary Share) on or about the date the relevant securities
were offered for sale to HTA. The source of funds used in such purchases was the
working capital of an indirect wholly-owned subsidiary of HWL.
Item 4. Purpose of Transaction.
HWL, HTA, Advent, and Colonial currently own the Ordinary Shares
reported herein for investment purposes only. Each of HWL, HTA, Advent, and
Colonial intends to review from time to time its ownership of such shares and
may, depending upon its evaluations of the business and prospects of the Issuer,
or such other considerations as it may consider relevant, determine to increase,
decrease or dispose of its holdings in the Ordinary Shares.
Other than as disclosed in Items 3, 4 and 6, the persons filing this
Schedule have no plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction involving the Issuer or any of
its subsidiaries;
4
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board;
(e) A material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure; changes in the Issuer's charter or bylaws or other actions
that might impede the acquisition of control of the Issuer by any
other person;
(g) Causing securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities
association;
(h) Causing securities of the Issuer to be eligible for termination of
registration pursuant to the Exchange Act, or any other similar
action; or
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a) - (b) HWL, through its ownership of HTA, Advent and Colonial, is deemed, for
purposes of Rule 13d-3 under the Exchange Act, to be the beneficial owner of
78,731,196 Ordinary Shares, or 43.3% of the outstanding Ordinary Shares/1/, and
to have shared power over the voting and disposition of such shares.
HTA is the beneficial owner of 16,110,012 Ordinary Shares, or 8.9% of
the outstanding Ordinary Shares, and has shared power over the voting and
disposition of such shares.
Advent is the beneficial owner of 62,621,183 Ordinary Shares, or 34.4%
of the outstanding Ordinary Shares, and has shared power over the voting and
disposition of such shares.
-----------------
/1/ The shares reported herein do not include 225,000 American
Depositary Shares in which Mr. Canning Fok, a director of HWL, Cheung Kong and
Colonial, has a corporate interest, and 25,000 American Depositary Shares in
which Mr. George Colin Magnus, a director of HWL and Cheung Kong, has a personal
interest.
5
Colonial is the beneficial owner of one Ordinary Share, or 0.0% of the
outstanding Ordinary Shares, and has shared power over the voting and
disposition of such share.
Cheung Kong, through its ownership of 49.97% of the issued shares of
HWL, may be deemed to share voting and dispositive power over the Ordinary
Shares beneficially owned by HWL, HTA, Advent, and Colonial. However, pursuant
to Rule 13d-4 under the Exchange Act, Cheung Kong expressly disclaims beneficial
ownership of such shares.
Except as described herein, none of HWL, HTA, Advent, Colonial or
Cheung Kong nor, to the best knowledge of HWL, HTA, Advent, Colonial, and Cheung
Kong, any executive officer or director of HWL, HTA, Advent, Colonial or Cheung
Kong (i) beneficially owns any Ordinary Shares or American Depositary Shares of
the Issuer as of the date hereof or (ii) has any right as of the date hereof to
acquire, directly or indirectly, any beneficial ownership of Ordinary Shares or
American Depositary Shares of the Issuer.
(c) HTA has effected the following purchases of Ordinary Shares during the 60
days prior to the date hereof.
--------------------------------------------------------------------------------
Date of Purchase Number of Price per
Ordinary Ordinary Manner of Purchase
Shares Share
Purchased (US$)
--------------------------------------------------------------------------------
August 27, 2003 86,666 5.18 Privately negotiated purchase
--------------------------------------------------------------------------------
September 30, 2003 1,000,000 5.40 Privately negotiated purchase
--------------------------------------------------------------------------------
Except as set forth above, none of HWL, HTA, Advent, Colonial or Cheung Kong
nor, to the best knowledge of HWL, HTA, Advent, Colonial, and Cheung Kong, any
executive officer or director of HWL, HTA, Advent, Colonial or Cheung Kong has
effected any transaction in Ordinary Shares or American Depositary Shares during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
On April 10, 2002, HTA entered into the Share Purchase Agreement,
pursuant to which it agreed to purchase 5,044,667 and 8,734,001 Ordinary Shares
from Matav and Matbit, respectively, at a price of US$4.5295 per Ordinary Share,
for an aggregate of 13,778,668 Ordinary Shares and an aggregate consideration of
US$62,410,477. The Transaction was completed on April 24, 2002.
6
Pursuant to the Share Purchase Agreement, HTA has: (i) pledged
9,871,066 Ordinary Shares, by way of a first ranking fixed pledge, assigned such
Ordinary Shares, by way of charge as a first ranking fixed charge, and executed,
and procured that the Issuer execute, two share pledge agreements in favor of a
trustee relating to certain of the Ordinary Shares acquired by HTA in the
Transaction; (ii) executed an agreement to be bound in all respects by the terms
of a Relationship Agreement dated as of October 10, 1999 (as amended) (the
"Relationship Agreement), among Advent, Matbit, Matav, Elbit.COM Limited
("Elbit"), Eurocom Communications Limited ("Eurocom"), Polar Communications
Limited ("Polar") and Tapuz Cellular Systems Limited ("Tapuz") (following the
agreement of Eurocom, Polar and Tapuz on January 10, 2002 to be bound in all
respects by the terms of the Relationship Agreement); and (iii) procured that
Hutchison Telecommunications Ltd. guarantee the performance of the obligations
of HTA under the Relationship Agreement.
In accordance with the requirements of the Share Purchase Agreement
and a credit facility (the "Credit Facility") entered into by the Issuer on
August 13, 1998 (as amended from time to time) with Bank Leumi Le-Israel B.M.
("Bank Leumi") and other banks named in the Credit Facility, HTA also entered
into two share pledge agreements (each a "Share Pledge") on April 24, 2002 with
Bank Leumi, as security trustee under the Credit Facility, whereby HTA granted
first ranking pledges over 6,257,056 Ordinary Shares, in the case of the first
Share Pledge, and 3,614,010 Ordinary Shares, in the case of the second Share
Pledge, as part of the security given to the Security Trustee for the
performance by the Issuer of its, and any of its subsidiaries', obligations
under the Credit Facility.
Pursuant to the Share Purchase Agreement, Matav and Matbit have caused
a person nominated by HTA to become a director of the Issuer in accordance with
the terms of the Relationship Agreement. The Relationship Agreement allows Matav
to assign to the transferee of all of its Ordinary Shares the right to nominate
one representative to serve as director, and the transferee to whom such right
is assigned shall be entitled to nominate one representative to serve as a
director of the Issuer. In addition, Matav and Matbit have agreed to use their
best efforts to transfer or assign to HTA the registration rights under a
Registration Rights Agreement dated as of October 26, 1999, among the Issuer,
Advent, Matbit, Tapuz Cellular Systems Limited Partnership and Matav (the
"Registration Rights Agreement"), in respect of Ordinary Shares purchased from
Matbit. The Registration Rights Agreement grants each party to the agreement
certain rights to require the Issuer to register the transfer of Ordinary Shares
held by them under the Securities Act of 1933, as amended.
As part of the Transaction, HTA also entered into a Supplemental
Agreement (the "Supplemental Agreement") on April 24, 2002 with Matbit, Matav,
Advent, Matav-Cable, and Elbit. Pursuant to the Supplemental Agreement, Matav
irrevocably assigned to HTA the right to nominate a representative to serve as a
director of the Issuer (which right HTA exercised, as described above) and
waived its rights pursuant to the Relationship Agreement to appoint directors.
Furthermore, Matbit and Matav have agreed not to take action or allow any event
("Bank of Israel Event") to occur
7
which would cause the Issuer to become obliged, under applicable rules of the
Bank of Israel which restrict loans to related parties, to repay amounts to, or
alter the terms of any existing or subsequent credit facility with, any bank on
terms substantially different from those applicable to other banks participating
in such facility, or on terms which would not apply were it not for the
application of such rules. In the event where such rules shall continue to
apply, all parties to the Supplemental Agreement shall cooperate in good faith
to reach an agreement to ensure that such repayment or alteration is avoided and
each party shall indemnify the other parties in respect of any failure by it to
cooperate.
As a further part of the Transaction, HTA also entered into an
Amendment Agreement to the Relationship Agreement (the "Amendment Agreement") on
April 24, 2002 with Matbit, Matav, Advent, Matav-Cable, Elbit, Eurocom, Polar
and Tapuz. Pursuant to the Amendment Agreement, Matav and Eurocom each agree
that any transfer by it of more than 4.99% of the Ordinary Shares together with
the right to nominate a director to be appointed to the Issuer's board of
directors shall be subject to the condition that such transfer shall not cause
the occurrence of a Bank of Israel Event. The Amendment Agreement also amended
certain of the detailed provisions in the Relationship Agreement regarding the
circumstances when the Issuer's principal shareholders are, or are not, required
to vote at general meetings in favor of nominees to the Issuer's board of
directors of the "nominating parties", who are Advent, HTA, Elbit, Matav and
Eurocom.
Of the 17 positions on the Issuer's board of directors, Advent has the
right to nominate seven directors, pursuant to the Relationship Agreement, and
HTA has the right to nominate one director, as described above. Six of the
remaining nine directors may be nominated by the Issuer's other principal
shareholders, and the remaining three directors are to be independent. Advent
also has certain rights pursuant to the Relationship Agreement to nominate the
Chairman of the Issuer's board of directors, Chief Financial Officer, and three
of the eight members of the Issuer's Executive Committee.
Since the date of the Transaction, HTA has purchased a total of
2,331,344 Ordinary Shares through privately negotiated purchases from the
persons named in Item 3 hereof.
In addition to the foregoing, some of the directors of the reporting
persons beneficially own 13% Senior Subordinated Notes due 2010 (the "Notes")
issued by the Issuer in August 2000. These Notes were acquired for personal
investment and are beneficially owned by the following directors in the
principal amount specified: Mr. Li Ka-shing - US$1,500,000, Mr. Victor Li -
US$10,989,000, Mr. Canning Fok - US$4,000,000 and Ms. Edith Shih - US$200,000.
Additionally, Rasven Investments S.A., a wholly-owned subsidiary of Cheung Kong,
beneficially owns US$33,700,000 in principal amount of the Notes.
Item 7. Material to be Filed as Exhibits.
8
The documents which have been filed as Exhibits are listed in the
Exhibit Index herein.
9
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each party certifies that the information set forth in this Statement with
respect to it is true, complete and correct.
Date: September 30, 2003
FOR AND ON BEHALF OF
HUTCHISON WHAMPOA LIMITED
By: /s/ Frank Sixt
------------------------------
Name: Frank Sixt
Title: Director
FOR AND ON BEHALF OF
HUTCHISON TELECOMMUNICATIONS
(AMSTERDAM) BV
By: /s/ Frank Sixt
------------------------------
Name: Frank Sixt
Title: Director
FOR AND ON BEHALF OF
ADVENT INVESTMENTS PTE LTD
By: /s/ Frank Sixt
------------------------------
Name: Frank Sixt
Title: Director
FOR AND ON BEHALF OF
COLONIAL NOMINEES LIMITED
By: /s/ Frank Sixt
------------------------------
Name: Frank Sixt
Title: Director
10
FOR AND ON BEHALF OF
CHEUNG KONG (HOLDINGS) LIMITED
By: /s/ Frank Sixt
------------------------------
Name: Frank Sixt
Title: Director
11
SCHEDULE I
Executive Officers and Directors of
Hutchison Whampoa Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- ---------------------------------
LI Ka-shing Hong Kong Chairman, Hutchison Whampoa Limited
7th Floor, Cheung Kong Center Chairman, Cheung Kong (Holdings)
2 Queen's Road Central Limited
Hong Kong
LI Tzar Kuoi, Victor Hong Kong Deputy Chairman and Executive Director,
7th Floor, Cheung Kong Center Hutchison Whampoa Limited
2 Queen's Road Central Chairman, Cheung Kong Infrastructure
Hong Kong Holdings Limited/2/
Chairman, CK Life Sciences Int'l.,
(Holdings) Inc. /9/
Co-Chairman, Husky Energy Inc./7/
Managing Director and Deputy Chairman,
Cheung Kong (Holdings) Limited
Executive Director, Hongkong Electric
Holdings Limited/3/
Director, The Hongkong and Shanghai
Banking Corporation Limited (banking),
No. 1 Queen's Road Central, Hong Kong
SCHEDULE I (continued)
Executive Officers and Directors of
Hutchison Whampoa Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
FOK Kin-ning, Canning British Group Managing Director and Executive
Director, Hutchison Whampoa Limited
Chairman, Hutchison Telecommunications
(Australia) Limited/4/
Chairman, Partner Communications
Company Ltd./5/
Chairman, Hutchison Harbour Ring
Limited/8/
Chairman, Vanda Systems &
Communications Holdings Limited/10/
Co-Chairman, Husky Energy Inc./7/
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Deputy Chairman, Hongkong Electric
Holdings Limited/3/
Non-executive Director, Cheung Kong
(Holdings) Limited
Director, Colonial Nominees Limited
CHOW WOO Mo Fong, Susan British Deputy Group Managing Director and
Executive Director, Hutchison Whampoa
Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hutchison Harbour
Ring Limited/8/
Executive Director, Vanda Systems &
Communications Holdings Limited/10/
Director, Hongkong Electric Holdings
Limited/3/
Director, Partner Communications
Company Ltd./5/
Non-executive Director, TOM.COM
LIMITED/6/
Director, Advent Investments Pte Ltd
Director, Colonial Nominees Limited
Director, Hutchison Telecommunications
(Amsterdam) B.V.
SCHEDULE I (continued)
Executive Officers and Directors of
Hutchison Whampoa Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
Frank John SIXT Canadian Group Finance Director and Executive
Director, Hutchison Whampoa Limited
Chairman, TOM.COM LIMITED/6/
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hongkong Electric
Holdings Limited/3/
Director, Hutchison Telecommunications
(Australia) Limited/4/
Director, Husky Energy Inc./7/
Director, Partner Communications
Company Ltd./5/
Non-executive Director, Cheung Kong
(Holdings) Limited
Director, Advent Investments Pte Ltd
Director, Colonial Nominees Limited
Director, Hutchison Telecommunications
(Amsterdam) B.V.
LAI Kai Ming, Dominic Canadian Executive Director, Hutchison Whampoa
Limited
Deputy Chairman, Hutchison Harbour
Ring Limited/8/
Deputy Chairman, Vanda Systems &
Communications Holdings Limited/10/
George Colin MAGNUS British Executive Director, Hutchison Whampoa
7th Floor, Cheung Kong Center Limited
2 Queen's Road Central Chairman, Hongkong Electric Holdings
Hong Kong Limited/3/
Deputy Chairman, Cheung Kong
(Holdings) Limited
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
SCHEDULE I
Executive Officers and Directors of
Hutchison Whampoa Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
KAM Hing Lam Hong Kong Executive Director, Hutchison Whampoa
7th Floor, Cheung Kong Center Limited
2 Queen's Road Central Group Managing Director, Cheung
Hong Kong Kong Infrastructure Holdings Limited/2/
President and Chief Executive Officer,
CK Life Sciences Int'l., (Holdings) Inc./9/
Deputy Managing Director, Cheung
Kong (Holdings) Limited
Executive Director, Hongkong Electric
Holdings Limited/3/
Michael David KADOORIE British Independent Non-Executive Director,
24th Floor, St. George's Hutchison Whampoa Limited
Building, 2 Ice House Street Chairman, CLP Holdings Limited
Central, Hong Kong (investment holding), 147 Argyle Street,
Kowloon, Hong Kong
Chairman, The Hongkong and Shanghai
Hotels Limited (hotel catering and real
estate), 8/th/ Floor, St. George's Building, 2
Ice House Street, Central, Hong Kong
Chairman, Heliservices (Hong Kong)
Limited (provision of helicopter services),
2107 St. George's Building, 2 Ice House
Street, Central, Hong Kong
LI Fook-wo British Independent Non-Executive Director,
1416 Prince's Building Hutchison Whampoa Limited
10 Chater Road Director, The Bank of East Asia,
Hong Kong Limited (banking), No. 10 Des Voeux
Road Central, Hong Kong
SCHEDULE I (continued)
Executive Officers and Directors of
Hutchison Whampoa Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
Simon MURRAY British Non-Executive Director, Hutchison
Room 2108 Gloucester Tower Whampoa Limited
The Landmark Chairman, General Enterprise Management
15 Queen's Road Central Services Limited (investment fund),
Hong Kong Room 2108 Gloucester Tower, The
Landmark, 15 Queen's Road Central,
Hong Kong
Independent Non-executive Director,
Cheung Kong (Holdings) Limited
OR Ching Fai, Raymond British Independent Non-Executive Director,
1 Queen's Road Central Hutchison Whampoa Limited
Hong Kong General Manager, The Hongkong and
Shanghai Banking Corporation Limited
(banking), 1 Queen's Road Central, Hong
Kong
SCHEDULE I (continued)
Executive Officers and Directors of
Hutchison Whampoa Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
William SHURNIAK Canadian Independent Non-Executive Director,
Hutchison Whampoa Limited
Chairman, ETSA Utilities (operation of
electricity distribution network in
Australia), 1 Anzac Highway, Keswick,
South Australia 5035, Australia
Chairman, Powercor Australia Ltd.
(operation of electricity distribution
network in Australia), Level 9, 40 Market
Street, Melbourne, Victoria 3000,
Australia
Chairman, CitiPower Pty Ltd. (operation of
electricity distribution network in
Australia) Level 9, 40 Market
Street, Melbourne, Victoria 3000,
Australia
Deputy Chairman, Husky Energy Inc./7/
Peter Alan Lee VINE British Non-Executive Director, Hutchison
Suite 1005 World Wide House Whampoa Limited
19 Des Voeux Road Central Director, Liu Chong Hing Investments
Hong Kong Limited (investments), 24 Des Voeux
Road Central, Hong Kong
Director, Liu Chong Hing Bank Limited
(banking), 24 Des Voeux Road Central,
Hong Kong
Solicitor
WONG Chung Hin British Non-Executive Director, Hutchison
1225 Prince's Building Whampoa Limited
10 Chater Road Director, The Bank of East Asia, Limited
Hong Kong (banking), No. 10 Des Voeux Road
Central, Hong Kong
Director, Hongkong Electric Holdings
Limited/3/
SCHEDULE II
Executive Officers and Directors of
Hutchison Telecommunications (Amsterdam) B.V.
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
CHOW WOO Mo Fong, Susan British Director, Hutchison Telecommunications
(Amsterdam) B.V.
Deputy Group Managing Director and
Executive Director, Hutchison Whampoa
Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hutchison Harbour
Ring Limited/8/
Executive Director, Vanda Systems &
Communications Holdings Limited/10/
Director, Hongkong Electric Holdings
Limited/3/
Director, Partner Communications
Company Ltd./5/
Non-executive Director, TOM.COM
LIMITED/6/
Director, Advent Investments Pte Ltd
Director, Colonial Nominees Limited
Frank John SIXT Canadian Director, Hutchison Telecommunications
(Amsterdam) B.V.
Group Finance Director and Executive
Director, Hutchison Whampoa Limited
Chairman, TOM.COM LIMITED/6/
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hongkong Electric
Holdings Limited/3/
Director, Hutchison Telecommunications
(Australia) Limited/4/
Director, Husky Energy Inc./7/
Director, Partner Communications
Company Ltd./5/
Non-executive Director, Cheung Kong
(Holdings) Limited
Director, Advent Investments Pte Ltd
Director, Colonial Nominees Limited
SCHEDULE II (continued)
Executive Officers and Directors of
Hutchison Telecommunications (Amsterdam) B.V.
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
Edith SHIH Chinese Director, Hutchison Telecommunications
(Amsterdam) B.V.
Head Group General Counsel & Company
Secretary, Hutchison Whampoa Limited
Executive Director & Company Secretary,
Hutchison Harbour Ring Limited/8/
Executive Director, Hutchison International
Limited
Director, Colonial Nominees Limited
LUI Pok-Man, Dennis Canadian Director, Hutchison Telecommunications
18/F., Two Harbourfront (Amsterdam) B.V.
22 Tak Fung Street Joint Group Managing Director,
Hunghom, Kowloon Hutchison Telecommunications
Hong Kong International Limited
Director, Hutchison Telecommunications
(Australia) Limited/4/
KHOO Chek Ngee Singaporean Director, Hutchison Telecommunications
18/F., Two Harbourfront (Amsterdam) B.V.
22 Tak Fung Street Joint Group Managing Director,
Hunghom, Kowloon Hutchison Telecommunications
Hong Kong International Limited
Director, Partner Communications
Company Ltd./5/
Director, Advent Investments Pte Ltd
CHAN Ting Yu New Zealander Director, Hutchison Telecommunications
18/F., Two Harbourfront (Amsterdam) B.V.
22 Tak Fung Street Deputy Group Managing Director,
Hunghom, Kowloon Hutchison Telecommunications
Hong Kong International Limited
Director, Hutchison Telecommunications
(Australia) Limited/4/
Director, Partner Communications
Company Ltd./5/
Director, Advent Investments Pte Ltd
SCHEDULE II (continued)
Executive Officers and Directors of
Hutchison Telecommunications (Amsterdam) B.V.
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
Intra Beheer B.V. Netherlands Director, Hutchison Telecommunications
Teleportboulevard 140 (Amsterdam) B.V.
1043 EJ Amsterdam
The Netherlands
SCHEDULE III
Executive Officers and Directors of
Advent Investments Pte Ltd
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
CHOW WOO Mo Fong, Susan British Director, Advent Investments Pte Ltd
Deputy Group Managing Director and
Executive Director, Hutchison Whampoa
Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hutchison Harbour
Ring Limited/8/
Executive Director, Vanda Systems &
Communications Holdings Limited/10/
Director, Hongkong Electric Holdings
Limited/3/
Director, Partner Communications
Company Ltd./5/
Non-executive Director, TOM.COM
LIMITED/6/
Director, Colonial Nominees
Limited
Director, Hutchison Telecommunications
(Amsterdam) B.V.
SCHEDULE III (continued)
Executive Officers and Directors of
Advent Investments Pte Ltd
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
Frank John SIXT Canadian Director, Advent Investments Pte Ltd
Group Finance Director and Executive
Director, Hutchison Whampoa Limited
Chairman, TOM.COM LIMITED/6/
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hongkong Electric
Holdings Limited/3/
Director, Hutchison Telecommunications
(Australia) Limited/4/
Director, Husky Energy Inc./7/
Director, Partner Communications
Company Ltd./5/
Non-executive Director, Cheung Kong
(Holdings) Limited
Director, Colonial Nominees Limited
Director, Hutchison Telecommunications
(Amsterdam) B.V.
SCHEDULE III (continued)
Executive Officers and Directors of
Advent Investments Pte Ltd
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
KHOO Chek Ngee Singaporean Director, Advent Investments Pte Ltd
18/F., Two Harbourfront Joint Group Managing Director,
22 Tak Fung Street Hutchison Telecommunications
Hunghom, Kowloon International Limited
Hong Kong Director, Partner Communications
Company Ltd./5/
Director, Hutchison Telecommunications
(Amsterdam) B.V.
CHAN Ting Yu New Zealander Director, Advent Investments Pte Ltd
18/F., Two Harbourfront Deputy Group Managing Director,
22 Tak Fung Street Hutchison Telecommunications
Hunghom, Kowloon International Limited
Hong Kong Director, Hutchison Telecommunications
(Australia) Limited/4/
Director, Partner Communications
Company Ltd./5/
Director, Hutchison Telecommunications
(Amsterdam) B.V.
SNG Cheng Khoong, Robin Singaporean Director, Advent Investments Pte Ltd
5000D #12-14 Marine Parade Managing Director, Copthorne
Road, Singapore 449287 International Investment Ltd (fund
management), 150 Beach Road #17-06
Singapore 259720
SCHEDULE IV
Executive Officers and Directors of
Colonial Nominees Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- ---------------------------------
FOK Kin-ning, Canning British Director, Colonial Nominees Limited
Group Managing Director and Executive
Director, Hutchison Whampoa Limited
Chairman, Hutchison Telecommunications
(Australia) Limited/4/
Chairman, Partner Communications
Company Ltd./5/
Chairman, Hutchison Harbour Ring
Limited/8/
Chairman, Vanda Systems &
Communications Holdings Limited/10/
Co-Chairman, Husky Energy Inc./7/
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Deputy Chairman, Hongkong Electric
Holdings Limited/3/
Non-executive Director, Cheung Kong
(Holdings) Limited
SCHEDULE IV (continued)
Executive Officers and Directors of
Colonial Nominees Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
------------------- ----------- ---------------------------------
CHOW WOO Mo Fong, Susan British Director, Colonial Nominees Limited
Deputy Group Managing Director and
Executive Director, Hutchison Whampoa
Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hutchison Harbour
Ring Limited/8/
Executive Director, Vanda Systems &
Communications Holdings Limited/10/
Director, Hongkong Electric Holdings
Limited/3/
Director, Partner Communications
Company Ltd./5/
Non-executive Director, TOM.COM
LIMITED/6/
Director, Advent Investments Pte Ltd
Director, Hutchison Telecommunications
(Amsterdam) B.V.
SCHEDULE IV (continued)
Executive Officers and Directors of
Colonial Nominees Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
Frank John SIXT Canadian Director, Colonial Nominees Limited
Group Finance Director and Executive
Director, Hutchison Whampoa Limited
Chairman, TOM.COM LIMITED/6/
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hongkong Electric
Holdings Limited/3/
Director, Hutchison Telecommunications
(Australia) Limited/4/
Director, Husky Energy Inc./7/
Director, Partner Communications
Company Ltd./5/
Non-executive Director, Cheung Kong
(Holdings) Limited
Director, Advent Investments Pte Ltd
Director, Hutchison Telecommunications
(Amsterdam) B.V.
Edith SHIH Chinese Director, Colonial Nominees Limited
Head Group General Counsel & Company
Secretary, Hutchison Whampoa Limited
Executive Director & Company Secretary,
Hutchison Harbour Ring Limited/8/
Executive Director, Hutchison International
Limited
Director, Hutchison Telecommunications
(Amsterdam) B.V.
SCHEDULE V
Executive Officers and Directors of
Cheung Kong (Holdings) Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
-------------------- ----------- --------------------------------
LI Ka-shing Hong Kong Chairman, Cheung Kong (Holdings)
Limited
Chairman, Hutchison Whampoa Limited
LI Tzar Kuoi, Victor Hong Kong Managing Director and Deputy Chairman,
Cheung Kong (Holdings) Limited
Chairman, Cheung Kong Infrastructure
Holdings Limited/2/
Chairman, CK Life Sciences Int'l.,
(Holdings) Inc./9/
Deputy Chairman and Executive Director,
Hutchison Whampoa Limited
Co-Chairman, Husky Energy Inc./7/
Executive Director, Hongkong Electric
Holdings Limited/3/
Director, The Hongkong and Shanghai
Banking Corporation Limited (banking),
No. 1 Queen's Road Central, Hong Kong
George Colin MAGNUS British Deputy Chairman, Cheung Kong
(Holdings) Limited
Chairman, Hongkong Electric Holdings
Limited/3/
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hutchison Whampoa
Limited
SCHEDULE V (continued)
Executive Officers and Directors of
Cheung Kong (Holdings) Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address /1b/ Citizenship Each Corporation or Organization
---------------- ----------- --------------------------------
KAM Hing Lam Hong Kong Deputy Managing Director, Cheung
Kong (Holdings) Limited
Group Managing Director, Cheung
Kong Infrastructure Holdings Limited/2/
President and Chief Executive Officer,
CK Life Sciences Int'l., (Holdings) Inc. /9/
Executive Director, Hutchison
Whampoa Limited
Executive Director, Hongkong Electric
Holdings Limited/3/
CHUNG Sun Keung, Davy Hong Kong Executive Director, Cheung Kong
(Holdings) Limited
IP Tak Chuen, Edmond Hong Kong Executive Director, Cheung Kong
(Holdings) Limited
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Senior Vice President and Chief
Investment Officer, CK Life Sciences
Int'l., (Holdings) Inc. /9/
Non-executive Director, TOM.COM
LIMITED/6/
PAU Yee Wan, Ezra Hong Kong Executive Director, Cheung Kong
(Holdings) Limited
WOO Chia Ching, Grace U.S.A. Executive Director, Cheung Kong
(Holdings) Limited
CHIU Kwok Hung, Justin Canadian Executive Director, Cheung Kong
(Holdings) Limited
SCHEDULE V (continued)
Executive Officers and Directors of
Cheung Kong (Holdings) Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
---------------- ----------- --------------------------------
LEUNG Siu Hon British Independent Non-executive Director,
502 Aon China Building Cheung Kong (Holdings) Limited
29 Queen's Road Central Consultant, Messrs. S.H. Leung & Co.
Hong Kong (solicitors' firm), 502 Aon China
Building, 29 Queen's Road Central, Hong
Kong
FOK Kin-ning, Canning British Non-executive Director, Cheung Kong
22nd Floor, Hutchison House (Holdings) Limited
10 Harcourt Road Chairman, Hutchison Telecommunications
Hong Kong (Australia) Limited/4/
Chairman, Partner Communications
Company Ltd./5/
Chairman, Hutchison Harbour Ring
Limited/8/
Chairman, Vanda Systems &
Communications Holdings Limited/10/
Co-Chairman, Husky Energy Inc./7/
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Deputy Chairman, Hongkong Electric
Holdings Limited/3/
Group Managing Director and Executive
Director, Hutchison Whampoa Limited
Director, Colonial Nominees Limited
SCHEDULE V (continued)
Executive Officers and Directors of
Cheung Kong (Holdings) Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
------------------- ----------- --------------------------------
Frank John SIXT Canadian Non-executive Director, Cheung Kong
22nd Floor, Hutchison House (Holdings) Limited
10 Harcourt Road Chairman, TOM.COM LIMITED/6/
Hong Kong Group Finance Director and Executive
Director, Hutchison Whampoa Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hongkong Electric
Holdings Limited/3/
Director, Hutchison Telecommunications
(Australia) Limited/4/
Director, Husky Energy Inc./7/
Director,Partner Communications
Company Ltd./5/
Director, Advent Investments Pte Ltd
Director, Colonial Nominees Limited
Director, Hutchison Telecommunications
(Amsterdam) B.V.
CHOW Kun Chee, Roland British Independent Non-executive Director,
602 Aon China Building Cheung Kong (Holdings) Limited
29 Queen's Road Central Consultant, Herbert Tsoi and Partners
Hong Kong (solicitors' firm), 602 Aon China
Building, 29 Queen's Road Central,
Hong Kong
SCHEDULE V (continued)
Executive Officers and Directors of
Cheung Kong (Holdings) Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
---------------- ----------- --------------------------------
WONG Yick-ming, Rosanna Hong Kong Independent Non-executive Director,
Room 906, Duke of Windsor Cheung Kong (Holdings) Limited
Social Service Building Member of the National Committee of the
15 Hennessy Road Chinese People's Political Consultative
Wanchai, Hong Kong Conference
Executive Director, Hong Kong Federation
of Youth Groups (charitable
organisation), Room 906, Duke of
Windsor Social Service Building, 15
Hennessy Road, Wanchai, Hong Kong
Director, The Hongkong and Shanghai
Banking Corporation Limited (banking),
No. 1 Queen's Road Central, Hong Kong
Chairman, Education Commission of the
Hong Kong Special Administrative
Region
HUNG Siu-lin, Katherine Hong Kong Non-executive Director, Cheung Kong
(Holdings) Limited
YEH Yuan Chang, Anthony Hong Kong Independent Non-executive Director,
26th Floor, Tower A Cheung Kong (Holdings) Limited
Regent Centre Honorary Life President, Tai Ping
63 Wo Yi Hop Road Carpets International Limited (carpet
Kwai Chung Manufacturing), 26th Floor, Tower A,
Hong Kong Regent Centre, 63 Wo Yi Hop Road,
Kwai Chung, Hong Kong
SCHEDULE V (continued)
Executive Officers and Directors of
Cheung Kong (Holdings) Limited
As of September 25, 2003
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
---------------- ----------- --------------------------------
CHOW Nin Mow, Albert British Non-executive Director, Cheung
2602 Henley Building Kong (Holdings) Limited
5 Queen's Road Central Chairman & Managing Director,
Hong Kong Wah Yip (Holdings) Limited
(property development and investment),
2602 Henley Building, 5 Queen's Road
Central, Hong Kong
Simon MURRAY British Independent Non-executive Director,
Room 2108 Gloucester Tower Cheung Kong (Holdings) Limited
The Landmark Chairman, General Enterprise Management
15 Queen's Road Central Services Limited (investment fund),
Hong Kong Room 2108 Gloucester Tower, The
Landmark, 15 Queen's Road Central,
Hong Kong
Non-Executive Director, Hutchison
Whampoa Limited
KWOK Tun-li, Stanley Canadian Independent Non-executive Director,
Ste 970-355 Burrard Street Cheung Kong (Holdings) Limited
Vancouver, British Columbia Director, Amara International Investment
V6C 2G8, Canada Corporation (investment holdings),
Ste 970-355 Burrard Street, Vancouver,
British Columbia, V6C 2G8, Canada
Notes:-
1a. Unless otherwise indicated, the business address of each of the named
persons is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong.
1b. Unless otherwise indicated, the business address of each of the named
persons is 7th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong
Kong.
2. The principal business address of Cheung Kong Infrastructure Holdings
Limited is 12th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong
Kong. The principal business of Cheung Kong Infrastructure Holdings
Limited is the development, investment and operation of infrastructure
businesses in Hong Kong, the PRC and Australia.
3. The principal business address of Hongkong Electric Holdings Limited is
44 Kennedy Road, Hong Kong. The principal business of Hongkong Electric
Holdings Limited is generation and supply of electricity.
4. The principal business address of Hutchison Telecommunications
(Australia) Limited is Building A, 207 Pacific Highway, St. Leonards NSW
2065, Sydney, Australia. The principal business of Hutchison
Telecommunications (Australia) Limited is telecommunications.
5. The principal business address of Partner Communications Company Ltd. is
8 Amal Street, Afeq Industrial Park, Rosh Ha'ayin 48103, Israel. The
principal business of Partner Communications Company Ltd. is cellular
mobile telephone services.
6. The principal business address of TOM.COM LIMITED is 48/F., The Center,
99 Queen's Road Central, Hong Kong. The principal business of TOM.COM
LIMITED is the development of software and computer network systems and
provision of related services, events production and the operation of an
Internet portal delivering Internet infotainment, contents and services.
7. The principal business address of Husky Energy Inc. is 707-8th Avenue
S.W., Box 6525 Station D, Calgary, Alberta, Canada, T2P 3G7. The
principal business of Husky Energy Inc. is investment in oil and gas.
8. The principal business address of Hutchison Harbour Ring Limited is 22nd
Floor, Hutchison House, 10 Harcourt Road, Hong Kong. The principal
business of Hutchison Harbour Ring Limited is the manufacturing and
trading of toys, property investments and the Internet B2B businesses.
9. The principal business address of CK Life Sciences Int'l., (Holdings)
Inc. is 2 Dai Fu Street, Tai Po Industrial Estate, Hong Kong. The
principal business of CK Life
Sciences Int'l., (Holdings) Inc. is research and development,
commercialization, marketing and sale of biotechnology products.
10. The principal business address of Vanda Systems & Communications Holdings
Limited is Lincoln House 408, Taikoo Place, 979 King's Road, Quarry Bay,
Hong Kong. The principal business of Vanda Systems & Communications
Holdings Limited is IT solutions provider primarily engaged in the
business of systems infrastructure and application solutions services.
EXHIBIT INDEX
Exhibit No. Description
1. Agreement with respect to filing of Schedule 13D.*
2. Relationship Agreement, dated as of October 10, 1999,
by and among Advent Investments Pte Ltd, Matbit
Telecommunication Systems Limited, Matav Investments
Limited, Elbit.COM Limited and Tapuz Cellular Systems
Limited Partnership.*
3. Registration Rights Agreement, dated as of October
26, 1999, by and among Partner Communications Company
Ltd., Advent Investments Pte Ltd, Matbit
Telecommunication Systems Limited, Tapuz Cellular
Systems Limited Partnership and Matav Investments Limited.*
4. Share Purchase Agreement, dated as of April 10, 2001,
by and among Matav Investments Limited, Matbit
Telecommunication Systems Limited, Hutchison
Telecommunications (Amsterdam) BV, Matav-Cable
Systems Media Limited.*
5. Supplemental Agreement, dated as of April 24, 2001,
by and among Matbit Telecommunication Systems
Limited, Matav Investments Limited, Elbit.COM
Limited, Advent Investments Pte Ltd, Hutchison
Telecommunications (Amsterdam) BV and Matav-Cable
Systems Media Limited.*
6. Amendment Agreement to the Relationship Agreement
entered into on April 24, 2002 between Matbit
Telecommunications Systems Limited, Matav Investments
Limited, Advent Investments Pte Ltd, Hutchison
Telecommunications (Amsterdam) BV, Matav-Cable
Systems Media Limited, Elbit.COM Limited, Eurocom
Communications Limited, Polar Communications Limited
and Tapuz Cellular Systems Limited. *
7. Share Pledge entered into on April 24, 2002 between
Hutchison Telecommunications (Amsterdam) BV and Bank
Leumi Le-Israel B.M. in respect of the pledge of
6,257,056 shares in the Issuer.*
8. Share Pledge entered into on April 24, 2002 between
Hutchison Telecommunications (Amsterdam) BV and Bank
Leumi Le-Israel B.M. in respect of the pledge of
3,614,010 shares in the Issuer.*
_____________
* Previously filed with the Statement on Schedule 13D filed jointly by HWL, HTA,
Advent, Colonial and Cheung Kong with the Securities and Exchange Commission on
May 3, 2002, and incorporated by reference herein.