Hutchison Whampoa Limited Offer to Purchase for Cash By Acelist Limited of Up to
US$750,000,000 Aggregate Principal Amount of 5.45% Guaranteed Notes due 2010
issued by Hutchison Whampoa International
NEW YORK, May 16 /PRNewswire-AsiaNet/ --
- Hutchison Whampoa Limited Offer to Purchase for Cash By Daystep Limited of
Up to US$750,000,000 Aggregate Principal Amount of 7.00% Guaranteed Notes due
2011 issued by Hutchison Whampoa International (01/11) Limited
Hutchison Whampoa International (03/33) Limited ("HWI (03/33)"), an exempted
company with limited liability under the laws of the Cayman Islands and a wholly-
owned subsidiary of Hutchison Whampoa Limited (the "Company"), and Hutchison
Whampoa International (01/11) Limited ("HWI (01/11)," and together with HWI
(03/33), the "Issuers"), a BVI business company with limited liability under the
laws of the British Virgin Islands and a wholly-owned subsidiary of the Company,
hereby announce the commencement of two cash tender offers by Acelist Limited and
Daystep Limited, each a BVI business company with limited liability under the
laws of the British Virgin Islands and a wholly-owned subsidiary of the Company
(collectively, the "Offerors," and individually, an "Offeror"), for the notes
listed in the table below (collectively, the "Notes," and each a "Series" of
Notes) from each registered holder of Notes. Each Series of Notes is
unconditionally and irrevocably guaranteed by the Company.
Acelist Limited is offering to purchase for cash up to US$750,000,000
aggregate principal amount of the 2010 Notes. Concurrently, Daystep Limited
is offering to purchase for cash up to US$750,000,000 aggregate principal
amount of the 2011 Notes. The terms and conditions of the tender offers are
described in the Offer to Purchase dated May 15, 2009 (the "Offer to
Purchase") and the accompanying Letter of Transmittal dated May 15, 2009,
which are available from D.F. King & Co., Inc., the depositary and
information agent for the tender offers. Morgan Stanley is the Dealer Manager
of the tender offers.
Aggregate
Principal
Title of Amount
Offeror Security Issuer Outstanding(1)
------- --------- ------ ----------------
Acelist 5.45% Hutchison US$1,500,000,000
Limited Guaranteed Whampoa
Notes due International
2010 (03/33)
Limited
Daystep 7.00% Hutchison US$1,500,000,000
Limited Guaranteed Whampoa
Notes due International
2011 (01/11)
Limited
Total Consideration
Maximum Early (Acceptable
Title of Tender Offer Tender Bid Price
Security Amount Premium(2) Range)(2)(3)
--------- ------------ ---------- -----------------------
5.45% US$750,000,000 US$20 US$1,035.00-US$1,041.25
Guaranteed
Notes due
2010
7.00% US$750,000,000 US$20 US$1,061.25-US$1,068.75
Guaranteed
Notes due
2011
(1) The Company and its affiliates hold in the aggregate
US$128,150,000 principal amount of the 2010 Notes, and
US$44,604,000 principal amount of the 2011 Notes.
(2) Per US$1,000 principal amount of Notes accepted for purchase.
(3) Includes the applicable Early Tender Premium per US$1,000
principal amount of Notes of each Series.
The tender offers will expire at 12:00 midnight, New York City time, on
June 16, 2009, unless extended (the "Expiration Date"). Holders must validly
tender their Notes on or before the "Early Tender Date," which is 5:00 p.m.,
New York City time, on June 2, 2009, unless extended, and not withdraw such
notes on or before the "Withdrawal Date," which is 5:00 p.m., New York City
time, on June 2, 2009 in order to be eligible to receive the applicable Total
Consideration (as described below), which includes the applicable Early
Tender Premium set out in the table above. Holders who validly tender their
Notes after the Early Tender Date and on or before the Expiration Date and
whose Notes are accepted for purchase will receive the applicable "Tender
Offer Consideration," which is the Total Consideration less the applicable
Early Tender Premium.
The Total Consideration per US$1,000 principal amount of each Series of
Notes validly tendered and accepted for payment pursuant to the tender offer
for such Series of Notes will be equal to the "Clearing Price" for such
Series of Notes as determined by the modified "Dutch Auction" procedure
described in the Offer to Purchase. In addition, Holders who tender any
Series of Notes that are accepted for purchase will receive a cash payment
representing the applicable accrued and unpaid interest on such Series of
Notes from the last interest payment date to, but not including, the
settlement date (the "Settlement Date") for Notes purchased by the applicable
Offeror pursuant to the tender offers.
As set forth in the Offer to Purchase, Notes tendered on or before the
Withdrawal Date may be withdrawn at any time on or before the Withdrawal
Date. Notes tendered after the Withdrawal Date but before the Expiration Date
may not be withdrawn, except in the limited circumstances described in the
Offer to Purchase.
The Settlement Date is expected to be the second Business Day following
the Expiration Date. Assuming the tender offers are not extended, the
Settlement Date is expected to be June 18, 2009. The applicable Total
Consideration or the applicable Tender Offer Consideration, as the case may
be, will be payable on such date.
The Offerors' obligations to accept any Notes tendered and to pay the
applicable consideration for them are set forth solely in the Offer to
Purchase and the accompanying Letter of Transmittal. Any Notes purchased by
the Offerors in the tender offers will not be cancelled. The Offerors have no
current plans to transfer any purchased Notes but may decide to do so in the
future, including, if appropriate at the time, a transfer to the respective
Issuers which may or may not after such transfer decide to cancel such Notes.
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell the Notes. The tender offers are made only by, and pursuant
to the terms of, the Offer to Purchase, and the information in this
announcement is qualified by reference to the Offer to Purchase and the
accompanying Letter of Transmittal. If any Holder is in any doubt as to the
action it should take, it is recommended to seek its own legal, tax and
financial advice, including as to any tax consequences, from its stockbroker,
bank manager, counsel, accountant or other independent financial adviser.
None of the Offerors, the Issuers, the Company, the Dealer Manager, the
Depositary and Information Agent or any of their respective affiliates, makes
any recommendation as to whether or not any Holder should tender Notes held
by them pursuant to the tender offers. Subject to applicable law, the
Offerors may amend, extend or, subject to certain conditions, terminate the
tender offer for any Series of Notes.
Persons with questions regarding the tender offers should contact Thomas
O'Connor at Morgan Stanley in New York at (800) 624-1808 (toll free) or (212)
761-5384 (collect). In Hong Kong, questions may be directed to Meng Gao at
+852 2848 5961.
Requests for copies of the Offer to Purchase, Letter of Transmittal and
related materials should be directed to D.F. King & Co., Inc., the
Information Agent and Depositary for the tender offers, at (212) 269-5550
(for banks and brokers only) or (800) 431-9645 (for all others and
toll-free).
Neither this announcement nor the Offer to Purchase and accompanying
Letter of Transmittal constitutes an offer to purchase in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to make such
offer under applicable securities laws and tenders of Notes pursuant to the
tender offers will not be accepted from Holders thereof in any jurisdiction
where such invitation or tender is unlawful.
SOURCE: Hutchison Whampoa Limited
CONTACT: Tom Long of D.F. King & Co., Inc.,
for Hutchison Whampoa Limited,
+1-212-269-5550
__________________________________________________________________________________________
NEWS 
