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0000950123-10-009971.txt : 20100208
0000950123-10-009971.hdr.sgml : 20100208
20100208170517
ACCESSION NUMBER: 0000950123-10-009971
CONFORMED SUBMISSION TYPE: F-3
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20100208
DATE AS OF CHANGE: 20100208
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CITY TELECOM (H.K.) LTD
CENTRAL INDEX KEY: 0001097086
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 000000000
STATE OF INCORPORATION: K3
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: F-3
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-164786
FILM NUMBER: 10581570
BUSINESS ADDRESS:
STREET 1: LEVEL 39, TOWER I, METROPLAZA
STREET 2: NO.223 HING FONG ROAD
CITY: KWAI CHUNG, NEW TERRITORIES
STATE: K3
ZIP: 00000
BUSINESS PHONE: 852-3145-6888
MAIL ADDRESS:
STREET 1: LEVEL 39, TOWER I, METROPLAZA
STREET 2: NO.223 HING FONG ROAD
CITY: KWAI CHUNG, NEW TERRITORIES
STATE: K3
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: CITY TELECOM H K LTD
DATE OF NAME CHANGE: 19991018
F-3
1
h03976fv3.htm
F-3
fv3
As
filed with the Securities and Exchange Commission on February 8, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CITY TELECOM (H.K.) LIMITED
(Exact name of Registrant as specified in its charter)
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Hong Kong Special Administrative Region, |
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The Peoples Republic of China
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Not Applicable |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
Level 39, Tower 1, Metroplaza
No. 223 Hing Fong Road
Kwai Chung, New Territories
Hong Kong
Telephone: (852) 3145 6068
(Address and telephone number of Registrants principal executive offices)
Mr. Lai Ni Quiaque
12th Floor, Trans Asia Centre
No. 18 Kin Hong Street
Kwai Chung, New Territories
Hong Kong
Telephone: (852) 3145 6068
Facsimile: (852) 2199 8445
(Name, address and telephone number of agent for service)
Copies of all Correspondence to:
Mr. Jeffrey Maddox
Ms. Virginia Tam
Jones Day
29th Floor, Edinburgh Tower
The Landmark
15 Queens Road Central
Hong Kong
Telephone: (852) 3189 7318
Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: o
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the
following box: þ
If this form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.C. or a post effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. o
If this form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Amount to be |
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offering price |
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aggregate offering |
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Amount of |
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Registered(1) |
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per unit(2) |
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price(1)(2) |
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registration fee(3) |
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Ordinary Shares, par value HK$0.10 per share(4) |
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Debt Securities |
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Warrants |
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Rights
to Purchase Ordinary Shares |
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Units |
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Total |
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US$100 million |
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US$7,130 |
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(1) |
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This registration statement covers offers, sales and distributions of an indeterminate
number or aggregate principal amount of the registered securities which the registrant may
from time to time issue at indeterminate prices. The securities covered by this registration
statement may be sold separately or as units with other classes of the registered securities. |
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The registrant will determine the proposed maximum offering price per unit and the proposed
maximum aggregate offering price per class from time to time in connection with the issuance
of the registered securities. The proposed maximum aggregate offering price for each class is
omitted pursuant to General Instruction II.C of Form F-3 under the Securities Act of 1933. |
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Calculated in accordance with Rule 457(o) under the Securities Act of 1933. |
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American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of
the Ordinary Shares registered hereby are included in a separate registration statement on
Form F-6 (Registration No.333-11012). Each American Depositary Share represents 20 Ordinary
Shares. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary
to delay its effective date until the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an
offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION
DATED FEBRUARY 8, 2010
PROSPECTUS
US$100,000,000
Ordinary Shares
Debt Securities
Warrants
Rights to Purchase Ordinary Shares
Units
We may offer under this prospectus from time to time, at amounts, prices and on terms to be
determined by market conditions at the time we make the offer, our:
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ordinary shares; |
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debt securities (including convertible debt securities); |
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warrants to purchase debt or equity securities; |
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rights to purchase ordinary shares; or |
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any combination of the above, separately or as units. |
This prospectus may not be used to sell our securities unless accompanied by a prospectus
supplement. Before you invest in our securities, you should carefully read both this prospectus and
the prospectus supplement related to the offering of the securities.
Our American depositary shares are listed on The Nasdaq Stock Market LLC (Nasdaq) under the
symbol CTEL. Our ordinary shares are listed on The Stock Exchange of Hong Kong Limited (HKSE)
under the number 1137. On January 29, 2010, the last reported sale price of our American
depositary shares on Nasdaq was US$10.72 per share and the last reported sale price of our ordinary
shares on the HKSE was HK$4.24 per share. We have not yet determined whether any of the other
securities that may be offered by this prospectus will be listed on any exchange, inter-dealer
quotation system or over-the-counter market. If we decide to seek listing of any such securities, a
prospectus supplement relating to those securities will disclose the exchange, quotation system or
market on which the securities will be listed.
If we sell securities through agents or underwriters, we will include their names and the
fees, commissions and discounts they will receive, as well as the net proceeds to us, in the
applicable prospectus supplement.
The securities offered hereby involve a high degree of risk. See Risk Factors on page 6.
None of the U.S. Securities and Exchange Commission, the Hong Kong Securities and Futures
Commission or any state securities commission have approved or disapproved of these securities or
passed upon the adequacy, completeness or accuracy of this prospectus. Any representation to the
contrary is a criminal offense under the laws of the United States and the laws of Hong Kong.
The date of this prospectus is , 2010
TABLE
OF CONTENTS
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EX-23.1 |
-i-
PROSPECTUS SUMMARY
This is a summary of our business and this offering. For a more complete understanding of our
business and this offering, you should read the entire prospectus and the documents incorporated by
reference.
Company Overview
Principal Activities
We are a Hong Kong-based provider of residential and corporate fixed telecommunications
network and international telecommunications services. We specialize in the residential mass market
and small-to-medium corporate and enterprise market segments. The majority of our revenues are
derived from business conducted in Hong Kong.
We derive our revenues from two business segments: FTNS and IDD. A breakdown of our revenues
is as follows:
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For the year ended August 31, |
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2008 |
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2009 |
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HK$ |
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HK$ |
Revenue |
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(Amounts in thousands) |
FTNS business |
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1,011,038 |
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1,230,880 |
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IDD business |
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291,943 |
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247,359 |
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Total operating revenue |
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1,302,981 |
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1,478,239 |
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FTNS business. Our FTNS business involves the provision of fixed telecommunications
network services through our self-owned Next Generation Network. Such services include
the following: |
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high-speed broadband Internet access services at symmetric upstream and
downstream access speeds of 25 Mbps to 1000 Mbps; |
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fixed line local telephony services using VoIP technology; |
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pay television services consisting of more than 80 channels, including
self-produced news, childrens programming, international drama, movies and
documentary and local interest programming, using our IP platform; and |
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corporate data services, including the provision of dedicated bandwidth to
corporate customers. |
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As of August 31, 2009, we had a total of approximately 943,000 subscriptions for our fixed
telecommunications network services, consisting of 391,000 broadband Internet access,
382,000 local VoIP and 170,000 IP-TV services subscriptions. |
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IDD business. Our IDD business involves the provision of international
telecommunications services. Such services include direct dial services, international
calling cards and mobile call forwarding services in Hong Kong and Canada. As of August
31, 2009, the customer base for our total international telecommunications services
consisted of approximately 2.4 million registered accounts. |
Strategy and Competitive Strengths
Our strategy is to market multiple fixed telecommunications network services by capitalizing
on the new in-building blockwiring we have done on a mass scale for our Next Generation Network and
will focus on growing
1
our market share, increasing our network coverage and introducing new services through our IP
platform. We believe that our success will continue to depend on our ability to capitalize on our
focus on the residential mass and small-to-medium corporate and enterprise market segments, our
leading-edge Next Generation Network, and our first mover advantage in the fixed line
telecommunications market, which have a high entry barrier.
We believe that our demonstrated success is primarily due to our ability to capitalize on the
following key strengths:
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Focus on the Residential Mass and Small-To-Medium Corporate and Enterprise Market
Segments. We focus on offering high-bandwidth services to the residential mass and
small-to-medium enterprise markets in Hong Kong, which we believe have significant
growth potential. We price our services attractively on a value-for-bandwidth basis and
at the same time offer bandwidth advantages over comparable service offerings by our
competitors. Our IP-TV services focus on the residential mass market by providing
Chinese-language content that targets the Chinese-speaking population of Hong Kong. We
have also strengthened our English language contents over the past year to increase our
competitiveness by adding National Geographic, AXN, Bloomberg and other channels. Our
focus on the residential mass and small-to-medium corporate and enterprise markets has
enabled us to quickly grow our subscription base, and we believe this will help us to
up-sell our services. |
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Leading-Edge Next Generation Network. We believe our self-owned Next Generation
Network, a fiber-based backbone, gives us an inherent cost and performance advantage
over our competitors. The high capacity of this network has enabled us to offer a suite
of services on a single IP network platform. This IP platform is highly scalable,
enabling us to offer broadband Internet access, local VoIP, IP-TV and corporate data
services over a single network. It is also capable of providing up to 1,000 Mbps
symmetric broadband Internet access. Whereas our competitors are on a linear
improvement path, we can upgrade our fiber based services logarithmically from 100Mbps
to 1,000Mbps on our existing passive fiber infrastructure which existing technology
cannot accomplish using legacy telephone lines. |
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First Mover Advantage and High Barriers to Entry. Despite the intense competition in
the Hong Kong telecommunications industry, the inherent characteristics of the fixed
line telecommunications market create a high entry barrier. Accordingly, we believe
that our Next Generation Networks current coverage of 1.6 million residential homes
pass, substantially all in densely populated areas, gives us a first mover advantage
over our competitors. Competitors who want to replicate our business model to provide a
full coverage network that includes remote and difficult-to-reach areas of Hong Kong
may encounter technological difficulties. Attempting to deploy Metro Ethernet
technology in such locations would significantly increase costs and completion time of
such a network. While other telecommunications operators may lay their own
fiber-to-the-building, we believe some would encounter significant in-building
bottlenecks when attempting to complete an end-to-end network. This is because a
majority of Hong Kongs residential properties have limited space for in-building
wiring leading to subscribers residences, making it difficult for new entrants to
replicate our end-to-end network build. |
Recent Developments
Update on Fixed Mobile Interconnection Charge
On
November 25, 2009, the Hong Kong Telecommunications Authority
(TA) issued a Preliminary Analysis
(the 2009 PA) in relation to the 2008 Determination (see note 2(c) to our consolidated financial
statements) for mobile interconnection charges. TA invited HKBN and the mobile operators covered by
the 2008 Determination to make representations in relation to the 2009 PA on or before December 25,
2009. As of January 29, 2010, the 2008 Determination is still in process.
2
Buyback of 10-year Senior Notes (the Notes)
Between September 1, 2009 and December 15, 2009, we repurchased the Notes with a cumulative
principal value of US$1.5 million (equivalent to HK$11.6 million) in the open market. The total
consideration paid including accrued interest was approximately US$1.6 million (equivalent to
HK$12.1 million). The loss on extinguishment was approximately US$41,000 (equivalent to HK$318,000)
which is expected to be recorded in the consolidated income statement for the year ending August
31, 2010. The principal value of the Notes remaining in issue after the repurchases is
US$19,863,000 (equivalent to HK$153,948,000).
Redemption of Notes
On December 30, 2009, we gave a Notice of Redemption to the holders of the Notes. Pursuant to
the relevant notice, we redeemed on February 1, 2010 all of the outstanding Notes at a redemption
price equal to 104.375% of the principal amount plus accrued and unpaid interest.
Domestic Free Television Porgramme Service Licence application
On December 31, 2009, we submitted an application for the Domestic Free Television
Programme Service Licence in Hong Kong to the Broadcasting Authority to provide free
television programme services in Hong Kong. We estimates a maximum cumulative investment at HK$210
million before reaching positive free cash flow.
The Offering
This prospectus is part of a registration statement on Form F-3 that we filed with the
Securities and Exchange Commission utilizing a shelf registration process. Under this process, we
may sell any combination of the securities described in this prospectus in one or more offerings in
amounts, at prices and on other terms to be determined at the time of the offering. This prospectus
provides you with a general description of the securities we may offer. Each time we offer to sell
securities under this prospectus, we will provide a prospectus supplement containing specific
information about the terms of that offering. The prospectus supplement may also add, update or
change information contained in this prospectus. To the extent that any information we provide in a
prospectus supplement is inconsistent with information in this prospectus, the information in the
prospectus supplement will modify or supersede this prospectus. You should read both this
prospectus and any prospectus supplement together with the additional information described under
the headings Where You Can Find More Information and Incorporation of Information by Reference.
Use of Defined and Technical Terms
Except as otherwise indicated by the context, references in this Form F-3 to:
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Hong Kong Companies Ordinance are to Chapter 32 of the laws of Hong Kong; |
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City Telecom or the Company are to City Telecom (H.K.) Limited; |
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fiscal year or fiscal are to the Companys fiscal year ended August 31 for the
year referenced; |
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FTNS business are to our business segment in which we provide fixed
telecommunications network services, including dial up and broadband Internet access
services, local VoIP services, IP-TV services and corporate data services;
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Group are to the Company and its subsidiaries; |
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HKBN are to Hong Kong Broadband Network Limited, a wholly owned subsidiary of the
Company; |
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HKFRSs are to Hong Kong Financial Reporting Standards issued by the Hong Kong
Institute of Certified Public Accountants; |
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IDD business are to our business segment in which we provide international
telecommunications services, including international long distance call services; |
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IFRSs are to International Financial Reporting Standards, as issued by the
International Accounting Standards Board; |
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IP-TV services are to pay-television services
through Internet Protocol; and |
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VoIP are to Voice over Internet Protocol. |
Currency Translation
We publish our consolidated financial statements in Hong Kong dollars. In this Form F-3,
references to Hong Kong dollars or HK$ are to the currency of Hong Kong, and references to
U.S. dollars or US$ are to the currency of the United States. This Form F-3 contains
translations of Hong Kong dollar amounts into U.S. dollar amounts, solely for your convenience.
Unless otherwise indicated, the translations have been made at US$1.00 = HK$7.7505, which was the
exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on August 31,
2009. On January 29, 2010 the exchange rate was US$1.00 =
HK$7.7665. You should not construe these
translations as representations that the Hong Kong dollar amounts actually represent such U.S.
dollar amounts or could have been or could be converted into U.S. dollars at the rates indicated or
at any other rates.
4
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
The statements incorporated by reference or contained in this prospectus discuss our future
expectations, contain projections of our results of operations or financial condition, and include
other forward-looking information within the meaning of Section 27A of the Securities Act of 1933,
as amended. You should not unduly rely on forward-looking statements contained or incorporated by
reference in this prospectus. Our actual results and performance may differ materially from those
expressed in such forward-looking statements. Forward-looking statements that express our beliefs,
plans, objectives, assumptions, future events or performance may involve estimates, assumptions,
risks and uncertainties. Such risks and uncertainties are discussed in this prospectus under the
heading Risk Factors, and in our other filings with the Securities and Exchange Commission. You
should read and interpret any forward-looking statements together with these documents.
Forward-looking statements often, although not always, include words or phrases such as the
following: will likely result, are expected to, will continue, is anticipated, estimate,
intends, plans, projection and outlook. The statements are based on managements
assumptions and beliefs in light of the information currently available to us.
Any forward-looking statement speaks only as of the date on which that statement is made. We
will not update, and expressly disclaim any obligation to update, any forward-looking statement to
reflect events or circumstances that occur after the date on which such statement is made.
5
RISK FACTORS
An investment in our securities is speculative and involves a high degree of risk. Therefore,
you should not invest in our securities unless you are able to bear a loss of your entire
investment. You should carefully consider the factors set forth under the heading Item 3. Key
InformationD. Risk Factors in our most recently filed annual report on Form 20-F, which is
incorporated in this prospectus by reference, as updated by our subsequent filings under the
Securities Exchange Act of 1934, as amended, or the Exchange Act, and, if applicable, in any
accompanying prospectus supplement before investing in any securities that may be offered pursuant
to this prospectus.
6
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the three fiscal years ended August 31, 2005, 2006
and 2007 in accordance with HKFRS, and for the two fiscal years ended August 31, 2008 and 2009 in
accordance with IFRS presented are as follows:
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Fiscal Year Ended August 31, |
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2005 |
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2006 |
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2007 |
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2008 |
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2009 |
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HK$ |
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HK$ |
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HK$ |
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HK$ |
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HK$ |
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(in thousands) |
Earnings |
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Profit before taxation |
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(170,221 |
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(149,306 |
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30,891 |
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108,372 |
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251,559 |
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Add: Fixed charges |
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56,509 |
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88,637 |
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87,504 |
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75,137 |
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55,127 |
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Total Earnings |
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(113,712 |
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(60,669 |
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118,395 |
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183,509 |
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306,686 |
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Fixed charges |
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56,509 |
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88,637 |
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87,504 |
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75,137 |
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55,127 |
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Ratio of Earnings to
Fixed Charges |
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(2.01 |
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(0.68 |
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1.35 |
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2.44 |
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5.56 |
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CAPITALIZATION
The
following table sets forth our capitalization as of August 31, 2009 on an actual basis.
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Actual |
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HK$ |
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US$ |
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(in thousands) |
8.75% senior notes due 2015 |
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165,563 |
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21,363 |
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|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
Common stock (2,000,000,000 ordinary shares
authorized; 664,179,970 ordinary shares issued;
1,335,820,030 ordinary shares outstanding) |
|
|
66,418 |
|
|
|
8,570 |
|
Share Premium |
|
|
681,208 |
|
|
|
87,892 |
|
Reserves |
|
|
480,901 |
|
|
|
62,047 |
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
1,228,527 |
|
|
|
158,509 |
|
|
|
|
|
|
|
|
|
|
Total Capitalization |
|
|
1,394,090 |
|
|
|
179,872 |
|
|
|
|
|
|
|
|
|
|
7
PRICE RANGE OF ORDINARY SHARES
Our American depositary shares are listed on Nasdaq under the symbol CTEL and our ordinary
shares are listed on the HKSE under the number 1137.
The following table sets forth, for the periods indicated, the high and low reported closing
prices of our American depositary shares listed on Nasdaq and our ordinary shares listed on the
HKSE:
|
|
|
|
|
|
|
|
|
|
|
Nasdaq |
|
HKSE |
|
|
High (US$) |
|
Low (US$) |
|
High (HK$) |
|
Low (HK$) |
|
|
|
|
|
|
|
|
|
Period |
|
|
|
|
|
|
|
|
January 2010 |
|
13.030 |
|
10.150 |
|
5.030 |
|
3.800 |
December 2009 |
|
10.300 |
|
8.800 |
|
3.950 |
|
3.350 |
November 2009 |
|
10.000 |
|
6.610 |
|
3.920 |
|
2.500 |
October 2009 |
|
7.750 |
|
6.750 |
|
2.880 |
|
2.550 |
September 2009 |
|
7.023 |
|
5.290 |
|
2.630 |
|
2.030 |
August 2009 |
|
5.240 |
|
4.560 |
|
2.070 |
|
1.850 |
Fourth quarter 2009 |
|
10.300 |
|
6.610 |
|
3.950 |
|
2.500 |
Third quarter 2009 |
|
7.023 |
|
4.050 |
|
2.630 |
|
1.630 |
Second quarter 2009 |
|
4.650 |
|
2.870 |
|
1.780 |
|
1.100 |
First quarter 2009 |
|
2.870 |
|
2.000 |
|
1.140 |
|
0.840 |
Fourth quarter 2008 |
|
3.380 |
|
1.915 |
|
1.360 |
|
0.750 |
Third quarter 2008 |
|
4.910 |
|
2.950 |
|
1.950 |
|
1.340 |
Second quarter 2008 |
|
5.750 |
|
4.370 |
|
2.090 |
|
1.670 |
First quarter 2008 |
|
5.580 |
|
4.250 |
|
2.170 |
|
1.620 |
Fiscal 2009 |
|
10.300 |
|
2.000 |
|
3.950 |
|
0.840 |
Fiscal 2008 |
|
5.750 |
|
1.915 |
|
2.170 |
|
0.750 |
Fiscal 2007 |
|
10.750 |
|
2.010 |
|
3.670 |
|
0.830 |
Fiscal 2006 |
|
2.009 |
|
1.380 |
|
0.830 |
|
0.570 |
Fiscal 2005 |
|
3.980 |
|
1.370 |
|
1.530 |
|
0.550 |
On January 29, 2010, the last reported closing price of our American depositary shares on
Nasdaq was US$10.72 per share and the last reported closing price of our ordinary shares on the
HKSE was HK$4.24 per share.
8
USE OF PROCEEDS
Unless we state otherwise in a prospectus supplement, we will use the net proceeds from the
sale of securities under this prospectus for general corporate purposes. From time to time, we may
evaluate the possibility of acquiring businesses, products, equipment, tools and technologies, and
we may use a portion of the proceeds as consideration for acquisitions. Until we use net proceeds
for these purposes, we may invest them in interest-bearing securities.
9
DILUTION
We will set forth in a prospectus supplement the following information regarding any material
dilution of the equity interests of investors purchasing securities in an offering under this
prospectus:
|
|
|
the net tangible book value per share of our equity securities before and after the
offering; |
|
|
|
|
the amount of the increase in such net tangible book value per share attributable to the
cash payments made by purchasers in the offering; and |
|
|
|
|
the amount of the immediate dilution from the public offering price which will be
absorbed by such purchasers. |
10
DESCRIPTION OF SHARE CAPITAL
Ordinary Shares
Described below is a summary of certain information relating to our shares. This includes
brief summaries of certain provisions of our Memorandum and Articles of Association, as currently
in effect, and where relevant to the description of our shares, the Companies Ordinance (Chapter 32
of the laws of Hong Kong) (the Companies Ordinance). As this is a summary, it does not contain
all the information that may be important to you. You should therefore read our full Memorandum
and Articles of Association, filed as exhibit 3.1 to this Form F-3, if you would like additional or
more detailed information.
General
City Telecom was incorporated in Hong Kong on May 19, 1992 under the Companies Ordinance.
Clause 3 of the Memorandum of Association states that the Companys objects are to carry on the
business of telecommunications services in addition to various other related and unrelated business
activities.
Our ordinary shares have been listed under the number 1137 on The Stock Exchange of Hong
Kong Limited, or the HKSE, since August 4, 1997. Our American depositary shares, each representing
20 ordinary shares, have been listed under the symbol CTEL on Nasdaq since November 3, 1999. Our
10-year senior notes were listed under the ISIN codes of US178677AA87 and USY16599AA30 on the
Singapore Exchange Securities Trading Limited, or SGX-ST, on January 24, 2005. The 10-year senior
notes were subsequently exchanged for registered notes with ISIN code US178677AB60 pursuant to a
registration statement under the U.S. Securities Act of 1933 on June 24, 2005.
As of January 29, 2010, we had an authorized share capital of HK$200,000,000 consisting of
2,000,000,000 ordinary shares each with a par value of HK$0.10 per share and 682,358,451 shares
issued as of January 29, 2010.
As of January 29, 2010, there were 13 registered holders of 3,701,933 American Depositary
Shares in the United States, consisting of 10.85% of our outstanding shares.
Dividends
Unless the relevant provisions of the Companies Ordinance require otherwise, we may by
ordinary resolution (being a resolution passed by a majority of our shareholders who attend and
vote at a meeting of shareholders) from time to time declare dividends, but no dividend shall
exceed the amount recommended by our board of directors. Our Articles contain provisions on
apportioning dividends where shares are not or were not fully paid for during the period covered by
the dividend.
Unless the relevant provisions of the Companies Ordinance require otherwise, our board of
directors may pay such interim dividends as appears to them to be justified by our financial
position and pay any dividend payable at a fixed rate at intervals decided upon by our board of
directors, whatever our financial position, if the board of directors feels that this payment is
justified.
In respect of any dividend proposed to be paid or declared by our board of directors or by us
in a general meeting, our board of directors may further propose and announce prior to or at the
same time as the payment or declaration of such dividend either that:
|
1) |
|
Such dividend be made in whole or in part in the form of an allotment of shares
to the shareholders, credited as being fully paid. However, all the shareholders
entitled to receive these new shares will also be entitled to choose to receive the
dividend (or a part of it) in cash and not shares; or |
|
|
2) |
|
The shareholders entitled to such dividend are entitled to elect to receive an
allotment of shares, credited as fully paid in stead of the whole or that part of the
cash dividend as the board of directors |
11
Any general meeting declaring a dividend may, upon the recommendation of our board of
directors, by ordinary resolutions, direct that the dividend shall be met, wholly or partly, by the
distribution of our assets.
Any dividend not claimed by a shareholder after a period of six years from the date when it
was first due to be paid shall be forfeited and shall revert to us. The payment by our board of
directors of any unclaimed dividend, interest or other sum payable on or in respect of a share into
a separate account shall not make us responsible as a trustee for such sums.
Annual and extraordinary general meeting of shareholders
The Companies Ordinance requires our board of directors to hold an annual general meeting of
our shareholders once every year and not more than 15 months after our previous annual general
meeting. The annual general meeting and any other general meeting of our shareholder held for the
passing of a special resolution (being a resolution passed by not less than 75% of those votes cast
by the shareholders who attend and vote at a general meeting) should be convened by not less than
21 clear days notice in writing. The notice shall specify the place, date and time of meeting and
the general nature of the business to be transacted. An annual general meeting may be called by not
less than 20 clear business days notice if it is agreed by all shareholders entitled to attend and
vote at the meeting. The business of the annual general meeting will include:
|
(a) |
|
the declaration and sanctioning of dividends; |
|
|
(b) |
|
the consideration and adoption of the accounts, balance sheet and reports of
the directors and auditors and other documents required to be attached to the financial
statements; |
|
|
(c) |
|
the appointment of directors in place of those retiring (by rotation or
otherwise); |
|
|
(d) |
|
the appointment of auditors; and |
|
|
(e) |
|
the fixing of, or the determining of the method of fixing, the remuneration of
the directors and of the auditors. |
Our board of directors may convene an extraordinary general meeting (which is any general
meeting of the shareholders other than the annual general meeting) whenever it thinks fit and must
do so upon the request in writing of shareholders holding not less than one-twentieth of our
paid-up capital carrying the right to vote at a general meeting. All extraordinary general meetings
(other than those convened for the passing of a special resolution referred to above) should be
convened by not less than 10 clear business days notice in writing. Extraordinary general meetings
may be called by less than 10 clear business days notice by a majority in number of the
shareholders having the right to attend and vote at the meeting, being a majority together holding
not less than 95% in nominal value of the shares giving that right.
Except as otherwise provided by our Articles, two shareholders present in person or by proxy
and entitled to vote shall be a quorum for all purposes. Whilst no business shall be transacted at
any general meeting unless a quorum is present when the meeting proceeds to business, the absence
of a quorum shall not preclude the choice or appointment of a chairman which shall not be treated
as part of the business of the meeting.
The Nasdaq marketplace rules also provide that a foreign private issuer such as ourselves may
be granted an exemption from such requirements if it follows the practice of its home country.
Restrictions on ownership of shares
There are no restrictions, either pursuant to our Articles or to the laws of Hong Kong, on the
rights of non-residents of Hong Kong or foreign persons to hold or exercise voting rights with
respect to our ordinary shares.
Voting rights
Any decisions that are made by the shareholders in a general meeting require the passing of
either an ordinary or a special resolution at such meeting. The type of resolution required to be
passed depends upon the provisions of the Companies Ordinance and our Articles as certain matters
may only be decided by the passing of a
12
special resolutions.
Unless any shares have special terms as to voting, on a show of hands every shareholder who is
present in person at a general meeting, shall have one vote irrespective of the number of shares he
holds and on a poll every shareholder who is present in person or by proxy shall have one vote for
every share of which he is the holder. Our Articles set out the circumstances in which a poll can
be demanded.
Pursuant to Rule 13.39(4) of the Listing Rules which became effective on January 1, 2009, any
votes of the Shareholders at a general meeting must be taken by poll.
Any shareholder that is a recognized clearing house within the meaning of the Securities and
Futures Ordinance of Hong Kong may authorize such person or persons as it thinks fit to act as its
representative (or representatives) at any general meeting or at any separate meeting of any class
of shareholders (if relevant). However, if more than one person is authorized, the authorization
must specify the number and class of shares in respect of which each person is in fact authorized.
The authorized person will be entitled to exercise the same power on behalf of the recognized
clearing house as that clearing house (or its nominees) could exercise if it were an individual
shareholder of the Company.
Issue / Transfer of shares
Under the Companies Ordinance, our board of directors may, without the prior approval of the
shareholders, offer to issue new shares to existing shareholders in proportion to their current
shareholdings. Our board of directors may not issue new shares in any other way without the prior
approval of the shareholders. Any such approval given in a general meeting shall continue in force
until the earlier of: (1) the conclusion of the next annual general meeting; or (2) the expiration
of the period within which the next annual general meeting is required by law to be held; or (3)
when revoked or varied by an ordinary resolution of the shareholders in a general meeting. Where
such shareholders approval is given, subject to the Listing Rules and any conditions attached to
such approval, our unissued shares may be at the disposal of our board of directors, which may
offer, allot, grant options over or otherwise dispose of them to such persons, at such times and
for such consideration and upon such terms and conditions as the directors may decide.
Subject to the provisions of our Articles, any shareholder may transfer all or any of his
shares by an instrument of transfer in the usual or common form or in such other form as our board
of directors may accept and may approve. Such instrument may be signed by hand or, if the buyer or
seller is a clearing house or its nominee(s), signed by hand or by a machine imprinted signature or
by such other manner as our board of directors may approve from time to time.
The instrument of transfer of a share shall be executed by or on behalf of both the buyer and
the seller of that share provided that our board of directors may dispense with the signing of the
instrument of transfer by the buyer in any case which it thinks fit in its discretion to do so.
Except as provided in the paragraph above, our board of directors may also decide, either generally
or in any particular case, upon request by either the buyer or seller of shares to accept
mechanically signed transfers. The seller shall be deemed to remain the holder of the share until
the name of the buyer is entered into our register in respect of that share. All instruments of
transfer, when registered, may be retained by us. Nothing in our Articles prevents our board of
directors from recognizing a renunciation of the allotment or provisional allotment of any share by
the person to whom the shares were to be allotted in favor of some other person.
Our board of directors may in its absolute discretion and without giving any reason, decline
to register any transfer of any share which is not a fully paid share.
Our board of directors may also decline to register any transfer unless:
|
(a) |
|
the instrument of transfer, duly stamped, is lodged with us accompanied by the
certificate for the shares to which it relates and such other evidence as our board of
directors may reasonably require to show the right of the seller to make the transfer; |
13
|
(b) |
|
such fee, not more than the maximum amount allowed by The Stock Exchange of
Hong Kong Limited from time to time, as our board of directors may from time to time
require is paid to us in respect of it; |
|
|
(c) |
|
the instrument of transfer is in respect of only one class of share; |
|
|
(d) |
|
in the case of a transfer of a share jointly held by two or more holders, the
number of joint holders to whom the share is to be transferred does not exceed four;
and |
|
|
(e) |
|
the shares concerned are free of any lien in favor of us. |
If our board of directors declines to register a transfer of any share, it shall, within two
months after the date on which the instrument of transfer was lodged, send to the buyer notice of
the refusal.
Shareholders
In accordance with our Articles, only persons who are registered in our register of members
are recognized by us as shareholders and absolute owners of the shares. The register of members may
be closed by our board of directors at such times and for such periods as it may from time to time
decide by giving notice by advertisement in a newspaper circulating generally in Hong Kong, but the
register shall be closed in any year for more than 30 days (excluding Sundays and public holidays)
unless extended by ordinary resolution.
American Depositary Shares
The Bank of New York Mellon, as depositary, will execute and deliver the American Depositary
Receipts, or ADRs. Each ADR is a certificate evidencing a specific number of American Depositary
Shares, also referred to as ADSs. Each ADS represents 20 Ordinary Shares (or a right to receive 20
Ordinary Shares) deposited with Bank of New York Mellon, each as the custodian for the depositary.
Each ADS will also represent any other securities, cash or other property which may be held by the
depositary. The depositarys office at which the ADRs will be administered is located at 101
Barclay Street, New York, New York 10286.
Our ADSs may be held either directly (by having an ADR registered in the holders name) or
indirectly through a broker or other financial institution. If our ADSs are held directly, the
holder of the ADS is an ADR holder. This description assumes you hold our ADSs directly. If you
hold our ADSs indirectly, you must rely on the procedures of your broker or other financial
institution to assert the rights of ADR holders described in this section and should consult with
your broker or financial institution to find out what those procedures are.
Holders of our ADRs will have certain rights. A deposit agreement among us, the depositary and
our ADR holders sets out ADR holder rights as well as the rights and obligations of the depositary.
New York law governs the deposit agreement and the ADRs. We will not treat our ADR holders as
shareholders, and our ADR holders will not have shareholder rights. (For a description of our
shareholders rights, see Description of Share Capital). The depositary will be the holder of the
shares underlying our ADRs.
The following is a summary of the material provisions of the deposit agreement. For more
complete information, our ADR holders should read the entire deposit agreement and the form of ADR.
Because it is a summary, it does not contain all the information that may be important to you.
Dividends and Other Distributions
How will our ADR holders receive dividends and other distributions on the Ordinary Shares?
The depositary has agreed to pay to our ADR holders the cash dividends or other distributions
it or the custodian receives on shares or other deposited securities, after deducting its fees and
expenses. Our ADR holders will receive these distributions in proportion to the number of shares
their ADSs represent.
14
Cash. The depositary will convert any cash dividend or other cash distribution we pay on the
shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars
to the United States. If that is not possible or if any government approval is needed and cannot be
obtained, the deposit agreement allows the depositary to distribute the foreign currency only to
those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot
convert for the account of the ADR holders who have not been paid. It will not invest the foreign
currency and it will not be liable for any interest.
Before making a distribution, the depositary will deduct any withholding taxes that must
be paid. It will distribute only whole U.S. dollars and cents and will round fractional
cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary
cannot convert the foreign currency, our ADR holders may lose some of the value of the
distribution.
Shares. The depositary may distribute additional ADSs representing any shares we distribute as
a dividend or free distribution in proportion to the number of ADRs representing the underlying
shares. The depositary will only distribute whole ADSs. It will sell shares which would require it
to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash.
If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the
new shares. Before making a distribution, the depositary will deduct any withholding taxes and fees
that must be paid.
Rights to receive additional shares. If we offer holders of our securities any rights to
subscribe for additional shares or any other rights, the depositary, after consulting with us, may
make these rights available to our ADR holders. If the depositary decides it is not legal and
practical to make the rights available but that it is practical to sell the rights, the depositary
will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it
does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that
case, our ADR holders will receive no value for them.
The depositary will not offer the rights unless both the rights and the securities to which
the rights relate are exempt from registration under the Securities Act or are registered under the
Securities Act. If the depositary makes rights available to our ADR holders, it will exercise the
rights and purchase the shares at the request of and on each ADR holders behalf if our ADR holders
pay it the exercise price and any other charges the rights require our ADR holders to pay. The
depositary will then deposit the shares and deliver ADSs to our ADR holders.
U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares
purchased upon exercise of rights. For example, our ADR holders may not be able to trade these ADSs
freely in the United States. In this case, the depositary may deliver restricted depositary shares
that have the same terms as the ADRs described in this section except for changes needed to put the
necessary restrictions in place.
Other Distributions. The depositary will send to our ADR holders anything else we distribute
on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the
distribution in that way, the depositary has a choice. It may decide to sell what we distributed
and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold
what we distributed, in which case ADSs will also represent the newly distributed property.
However, the depositary is not required to distribute any securities (other than ADSs) to our ADR
holders unless it receives satisfactory evidence from us that it is legal to make that
distribution.
The depositary is not responsible if it decides that it is unlawful or impractical to make a
distribution available to any ADR holders. We have no obligation to register ADSs, shares, rights
or other securities under the Securities Act. We also have no obligation to take any other action
to permit the distribution of ADRs, shares, rights or anything else to ADR holders. (See Risk
Factors). This means that our ADR holders may not receive the distributions we make on our shares
or any value for them if it is illegal or impractical for us to make them available to them.
15
Deposit, Withdrawal and Cancellation
How are ADRs issued?
The depositary will deliver ADRs if Ordinary Shares or evidence of rights to receive Ordinary
Shares are deposited with the custodian. Upon payment of its fees and expenses and of any taxes or
charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the
appropriate number of ADSs in the names requested and will deliver the ADRs at its office to the
persons requested.
How do ADR holders cancel ADRs and obtain Ordinary Shares?
Our ADR holders may turn in their ADRs at the depositarys office in order to withdraw the
securities represented by the ADR. Upon payment of its fees and expenses and of any taxes or
charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the
Ordinary Shares and any other deposited securities underlying the ADR to the ADR holder or a person
he, she or it designates at the office of the custodian. Or, at the ADR holders request, risk and
expense, the depositary will deliver the deposited securities at its office, if feasible.
Voting Rights
How do our ADR holders vote?
Our ADR holders may instruct the depositary to vote the Ordinary Shares underlying their ADRs,
but only if we ask the depositary to ask for their instructions. Otherwise, our ADR holders will
not be able to exercise their right to vote unless they withdraw the Ordinary Shares. However, our
ADR holders may not know about the meeting enough in advance to withdraw the shares.
If we ask for our ADR holders instructions, the depositary will notify our ADR holders of the
upcoming vote and arrange to deliver our voting materials and form of notice to them. The materials
will (1) describe the matters to be voted on and contain such information as is contained in the
notice from us, (2) include a statement that the ADR holders on a specified record date will be
entitled to direct the depositary to vote the shares or other deposited securities underlying the
ADRs, subject to applicable law and our Constitution, and (3) explain how our ADR holders may
instruct the depositary to vote the shares or other deposited securities underlying their ADSs as
they direct. For instructions to be valid, the depositary must receive them on or before the date
specified. The depositary will try, as far as practical, subject to applicable law and the
provisions of the depositary agreement and the depositarys operating documents, to vote or to have
its agents vote the shares or other deposited securities as our ADR holders instruct. The
depositary shall not vote or attempt to exercise the right to vote other than in accordance with
the instructions of the ADR holders. We cannot assure our ADR holders that they will receive the
voting materials in time to ensure that they can instruct the depositary to vote their shares. In
addition, the depositary and its agents are not responsible for failing to carry out voting
instructions or for the manner of carrying out voting instructions. This means that our ADR holders
may not be able to exercise their right to vote and there may be nothing they can do if their
shares are not voted as they requested.
Fees and Expenses
|
|
|
Persons depositing shares or ADR holders must pay:
|
|
For: |
|
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
|
Issuance of ADSs,
including issuances
resulting from a
distribution of shares or
rights or other property |
|
|
|
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
|
Cancellation of
ADSs for the purpose of
withdrawal, including if
the deposit agreement
terminates |
|
|
|
US$0.02 (or less) per ADS
|
|
Any cash
distribution to our ADR
holders |
16
|
|
|
Persons depositing shares or ADR holders must pay:
|
|
For: |
|
A fee equivalent to the fee that would be payable if
securities distributed to our ADR holders had been
shares and the shares had been deposited for issuance
of ADSs
|
|
Distribution of
securities distributed to
holders of deposited
securities which are
distributed by the
depositary to ADR holders |
|
|
|
US$0.02 (or less) per ADS per calendar year (if the
depositary has not collected any cash distribution fee
during that year)
|
|
Depositary
services |
|
|
|
Registration or transfer fees
|
|
Transfer and
registration of shares on
our share register to or
from the name of the
depositary or its agent
when our ADR holders
deposit or withdraw shares |
|
|
|
Expenses of the depositary in converting foreign
currency to U.S. dollars
|
|
Whenever the
depositary or the
custodian receives foreign
currency, by way of
dividends or other
distributions or the net
proceeds from the sale of
securities, property or
rights, and if at the time
of the receipt thereof the
foreign currency so
received can in the
judgment of the depositary
be converted on a
reasonable basis into U.S.
dollars and the resulting
U.S. dollars transferred
to the United States |
|
|
|
Expenses of the depositary
|
|
Cable, telex and
facsimile transmissions
(when expressly provided
in the deposit agreement) |
|
|
|
Taxes and other governmental charges the depositary or
the custodian have to pay on any ADR or share
underlying an ADR, for example, stock transfer taxes,
stamp duty or withholding taxes |
|
|
|
|
|
Any charges incurred by the depositary or its agents
for servicing the deposited securities |
|
|
|
|
|
If we:
|
|
Then: |
Reclassify, split up or
consolidate any of the deposited
securities
|
|
The cash, shares or other securities
received by the depositary will
become deposited securities. Each
ADS will automatically represent its
equal share of the new deposited
securities. |
|
|
|
Distribute securities on
the shares that are not distributed
to our ADR holders
Recapitalize, reorganize,
merge, liquidate, sell all or
substantially all of our assets, or
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The depositary may, and will if we
ask it to, distribute some or all of
the cash, shares or other securities
it received. It may also deliver new
ADRs or ask our ADR holders to
surrender their outstanding ADRs in
exchange for new ADRs identifying
new deposited securities. |
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Payment of Taxes
The ADR holder is required to pay all taxes and other governmental charges that may be payable
in respect of any their ADSs, or the shares or other securities underlying their ADSs. The
depositary may refuse to effect a transfer of any ADRs or refuse to effect the withdrawal of any
securities underlying the ADRs while any such taxes and charges are outstanding. The depositary may
deduct the amount of any taxes owed from any payments to our ADR holders. It may also sell
deposited securities, by public or private sale, to pay any taxes owed. Our ADR holders will remain
liable if the proceeds of the sale are not enough to pay the taxes. If the depositary sells
deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and
pay to our ADR holders any proceeds, or send to our ADR holders any property, remaining after it
has paid the taxes.
Reclassifications, Recapitalizations and Mergers
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADRs without the
consent of our ADR holders for any reason which we deem desirable. If an amendment adds or
increases fees or charges, except for taxes and other governmental charges or expenses of the
depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices
a substantial right of ADR holders, it will not become effective for outstanding ADRs until 30 days
after the depositary notifies ADR holders of the amendment. At the time an amendment becomes
effective, our ADR holders are considered, by continuing to hold their ADRs, to agree to the
amendment and to be bound by the ADRs and the deposit agreement as amended. In no event will an
amendment impair the right of ADR holders to surrender and withdraw the underlying securities,
except in order to comply with the applicable law.
How may the deposit agreement be terminated?
The depositary will terminate the deposit agreement if we ask it to do so by notifying our ADR
holders at least 60 days before termination. The depositary may also terminate the deposit
agreement if the depositary has notified us that it would like to resign and by notifying our ADR
holders at least 30 days before termination.
After termination, the depositary and its agents will do the following under the deposit
agreement but nothing else: collect distributions on the deposited securities, sell rights and
other property, and deliver shares and other deposited securities upon cancellation of ADRs. At any
time after the expiration of four months from the date of termination, the depositary may sell any
remaining deposited securities by public or private sale. After that, the depositary will hold the
money it received on the sale, as well as any other cash it is holding under the deposit agreement
for the pro rata benefit of the ADR holders that have not surrendered their ADRs. It will not
invest the money and has no liability for interest. The depositarys only obligations after the
sale of the deposited securities will be to account for the money and other cash. After termination
our only obligations will be to indemnify the depositary and to pay fees and expenses of the
depositary that we agreed to pay.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADRs
The deposit agreement expressly limits our obligations and the obligations of the depositary.
It also limits our liability and the liability of the depositary. We and the depositary:
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are only obligated to take the actions specifically set forth in the deposit agreement without
negligence or bad faith; |
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are not liable if either of us is prevented or delayed by law or circumstances beyond our control
from performing our obligations under the deposit agreement; |
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are not liable if either of us exercises discretion permitted under the deposit agreement; |
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have no obligation to become involved in a lawsuit or other proceeding related to the ADRs or the |
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deposit agreement on behalf any of our ADR holders or on behalf of any other party; |
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are not liable for any action or non action in reliance on the advice of or information from legal
counsel, accountants, any person presenting shares for deposit, any ADR holders or any other person
believed in good faith to be competent to give such information; |
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are not liable for any acts or omissions made by a successor depositary; and |
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are not responsible for a failure to carry out any instructions for the depositary to vote the ADSs. |
In the deposit agreement, we agree to indemnify the depositary for acting as depositary,
except for losses caused by the depositarys own negligence or bad faith, and the depositary agrees
to indemnify us for losses resulting from its negligence or bad faith.
Requirements for Depositary Actions
Before the depositary will deliver or register a transfer of an ADR, make a distribution on an
ADR, or permit withdrawal of Ordinary Shares, the depositary may require:
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payment of stock transfer or other taxes or other governmental
charges and transfer or registration fees charged by third parties
for the transfer of any Ordinary Shares or other deposited
securities; |
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satisfactory proof of the identity and genuineness of any
signature or other information it deems necessary; |
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delivery of the certificates that we may specify to the depositary
to assure compliance with the Securities Act; and |
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compliance with laws and regulations, from time to time,
consistent with the deposit agreement, including presentation of
transfer documents. |
The depositary may refuse to deliver ADRs or register transfers of ADRs generally when the
transfer books of the depositary or our transfer books are closed or at any time if the depositary
or we think it advisable to do so.
Right of our ADR holders to Receive the Ordinary Shares Underlying their ADRs
Our ADR holders have the right to cancel their ADRs and withdraw the underlying shares at any
time except:
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When temporary delays arise because: (i) the
depositary has closed its transfer books or we have
closed our transfer books; (ii) the transfer of shares
is blocked to permit voting at a shareholders
meeting; or (iii) we are paying a dividend on our
shares. |
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When ADR holders seeking to withdraw Ordinary Shares
owe money to pay fees, taxes and similar charges. |
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When it is necessary to prohibit withdrawals in order
to comply with any laws or governmental regulations
that apply to ADRs or to the withdrawal of Ordinary
Shares or other deposited securities. |
This right of withdrawal may not be limited by any other provision of the deposit agreement.
Pre-release of ADRs
The deposit agreement permits the depositary to deliver ADRs before deposit of the underlying
Ordinary Shares. This is called a pre-release of the ADR. The depositary may also deliver shares
upon cancellation of pre-released ADRs (even if the ADRs are cancelled before the pre-release
transaction has been closed out). A pre-release is closed out as soon as the underlying shares are
delivered to the depositary. The depositary may receive ADRs instead of shares to close out a
pre-release. The depositary may pre-release ADRs only under the following conditions: (1) before or
at the time of the pre-release, the person to whom the pre-release is being made represents to the
depositary in writing that it or its customer owns the shares or ADRs to be deposited; (2) the
pre-release is fully collateralized with cash or other collateral that the depositary considers
appropriate; and (3) the depositary must be able to close out the pre-release on not more than five
business days notice. In addition, the depositary will
limit the number of ADSs that may be outstanding at any time as a result of pre-release,
although the depositary may disregard the limit from time to time, if it thinks it is appropriate
to do so.
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Inspection Rights of ADR Holders
The depositary will make available for inspection by holders of ADRs at its Corporate Trust
Office any reports, notices and other communications, including any proxy soliciting material,
received from the Company which are received by the depositary as the holder of the underlying
Ordinary Shares and made generally available to the holders of Ordinary Shares by the Company. The
depositary will keep books, at its Corporate Trust Office, for the registration of ADRs and
transfers of ADRs which shall at all reasonable times be open for inspection by the ADR holders,
provided that such inspection shall not be for the purpose of communicating with other ADR holders
for purposes other than the business of the Company or a matter related to the Deposit Agreement or
the ADRs.
Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and
Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof
to DRS by the DTC. DRS is the system administered by DTC pursuant to which the depositary may
register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic
statements issued by the depositary to the ADS holders entitled thereto. Profile is a required
feature of DRS which allows a DTC participant, claiming to act on behalf of an ADS holder, to
direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver
those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior
authorization from the ADS holder to register such transfer.
In connection with and in accordance with the arrangements and procedures relating to
DRS/Profile, the parties to the deposit agreement understand that the depositary will not verify,
determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf
of an ADS holder in requesting registration of transfer and delivery described in the paragraph
above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements
under the Uniform Commercial Code). In the deposit agreement, the parties agree that the
depositarys reliance on and compliance with instructions received by the depositary through the
DRS/Profile System and in accordance with the deposit agreement, shall not constitute negligence or
bad faith on the part of the Depositary.
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DESCRIPTION OF DEBT SECURITIES
This prospectus describes the general terms and provisions of the debt securities we may offer
and sell by this prospectus. When we offer to sell a particular series of debt securities, we will
describe the specific terms of the series in a prospectus supplement. We will also indicate in the
prospectus supplement whether the general terms and provisions described in this prospectus apply
to a particular series of debt securities.
We may offer under this prospectus an indeterminate aggregate principal amount of debt
securities. We may offer debt securities in the form of either senior debt securities or
subordinated debt securities. The senior debt securities and the subordinated debt securities are
together referred to in this prospectus as the debt securities. Unless otherwise specified in a
prospectus supplement, the senior debt securities will be our direct, unsecured obligations and
will rank equally with all of our other unsecured and unsubordinated indebtedness. The subordinated
debt securities generally will be entitled to payment only after payment of our senior debt.
Certain of our subsidiaries may guarantee the debt securities we offer. Those guarantees may
or may not be secured by liens, mortgages, and security interests in the assets of those
subsidiaries. The terms and conditions of any such subsidiary guarantees, and a description of any
such liens, mortgages or security interests, will be set forth in the prospectus supplement that
will accompany this prospectus.
The debt securities will be issued under an indenture between us and a trustee, the form of
which is filed as an exhibit to the registration statement of which this prospectus forms a part.
We have summarized the general features of the debt securities to be governed by the indenture. The
summary is not complete. The executed indenture will be incorporated by reference from a report on
Form 6-K. We encourage you to read the indenture, because the indenture, and not this summary, will
govern your rights as a holder of debt securities. Capitalized terms used in this summary will have
the meanings specified in the indenture. References to we, us and our in this section, unless
the context otherwise requires or as otherwise expressly stated, refer to City Telecom (H.K.)
Limited, excluding its subsidiaries.
Our statements below relating to the debt securities and the indentures are also qualified in
their entirety by reference to all of the provisions of the applicable indenture and any applicable
United States federal income tax considerations as well as any applicable modifications of or
additions to the general terms described below in the applicable prospectus supplement or
supplemental indenture. For a description of the terms of a particular issue of debt securities,
reference must be made to both the related prospectus supplement and to the following description.
Additional Information
The terms of each series of debt securities will be established by or pursuant to a resolution
of our board of directors, or a committee thereof, and set forth or determined in the manner
provided in an officers certificate or by a supplemental indenture. The particular terms of each
series of debt securities will be described in a prospectus supplement relating to such series,
including any pricing supplement.
We may issue an unlimited amount of debt securities under the indenture, and the debt
securities may be in one or more series with the same or various maturities, at par, at a premium
or at a discount. Except as set forth in any prospectus supplement, we will also have the right to
reopen a previous series of debt securities by issuing additional debt securities of such series
without the consent of the holders of debt securities of the series being reopened or any other
series. Any additional debt securities of the series being reopened will have the same ranking,
interest rate, maturity and other terms as the previously issued debt securities of that series.
These additional debt securities, together with the previously issued debt securities of that
series, will constitute a single series of debt securities under the terms of the applicable
indenture.
We will set forth in a prospectus supplement, including any pricing supplement, relating to
any series of debt securities being offered, the aggregate principal amount and other terms of the
debt securities, which will include some or all of the following:
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the title; |
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any limit on the amount that may be issued; |
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whether or not we will issue the series of debt securities in global form, and, if
so, the terms and the name of the depository; |
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the maturity date; |
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the interest rate, which may be fixed or variable, or the method for determining the
rate and the date interest will begin to accrue, the dates interest will be payable and
the regular record dates for interest payment dates or the method for determining such
dates; |
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whether or not the debt securities will be secured or unsecured, and the terms of
any securities; |
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classification as senior or subordinated debt securities; |
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in the case of subordinated debt securities, the degree, if any, to which the
subordinated debt securities of the series will be senior to or be subordinated to
other indebtedness of our in right of payment, whether the other indebtedness is
outstanding or not, the aggregate amount of outstanding indebtedness as of the most
recent practicable date that is senior to the subordinated debt and a description of
any limitations on the issuance of additional senior indebtedness, if any; |
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if the securities are guaranteed, the name of the guarantor and a brief outline of
the contract of guarantee; |
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information about other classes of securities issued by us that may limit holders
rights under the securities that theyve purchased; |
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the terms on which any series of debt securities may be convertible into or
exchangeable for our ordinary shares or other of our securities, including (a)
provisions as to whether conversion or exchange is mandatory, at the option of the
holder or at our option and (b) provisions pursuant to which the number of ordinary
shares or other securities of ours that the holders of the series of debt securities
receive would be subject to adjustment; |
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if any principal or interest is to be amortized, the amortization schedule by which
any principal and/or interest will be paid; |
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a schedule listing the premium at which we will repay principal in order to retire
the debt securities early, if we choose to do so; |
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the kind and priority of any lien securing the issue, as well as a brief
identification of the principal properties subject to each lien; |
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the tax effects of any original issue discount as that term is defined in Section
1232 of the Internal Revenue Code (26 U.S.C. 1232); |
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the name and address of the trustee and the nature of any material relationship
between the trustee and us or any of our affiliates, the percentage of the class of
securities that is needed to require the trustee to take action, and what
indemnification the trustee may require before proceeding to enforce any lien; |
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the place where payments will be payable and the name and address of the paying
agent; |
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our right, if any, to defer payment of interest and the maximum length of any such
deferral period;
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the date, if any, after which, and the price at which, we may, at our option, redeem
the series of debt securities pursuant to any optional redemption provisions; |
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the date, if any, on which, and the price at which we are obligated, pursuant to any
mandatory sinking fund provisions or otherwise, to redeem, or at the holders option to
purchase, the series of debt securities; |
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whether the indenture will restrict our ability to pay dividends, or will require us
to maintain any asset ratios or reserves; |
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whether we will be restricted from incurring any additional indebtedness; |
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any listing of a series of debt securities on a securities exchange or market; |
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the denominations in which we will issue the series of debt securities, if other
than denominations of US$1,000 and any integral multiple thereof; |
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the consequences of any failure to pay principal, interest, or any sinking or
amortization installment; and |
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any other specific terms, preferences, rights or limitations of, or restrictions on,
the debt securities. |
We will provide information on the applicable United States and Hong Kong income tax
considerations and other special considerations applicable to any of these debt securities in the
applicable prospectus supplement.
If we denominate the purchase price of any of the debt securities in a foreign currency or
currencies or a foreign currency unit or units, or if the principal of, and premium and interest
on, any series of debt securities is payable in a foreign currency or currencies or a foreign
currency unit or units, we will provide you with information on the restrictions, elections,
general tax considerations, specific terms and other information with respect to that issue of debt
securities and such foreign currency or currencies or foreign currency unit or units in the
applicable prospectus supplement.
Transfer and Exchange
Each debt security will be represented by either one or more global securities registered in
the name of The Depositary Trust Company, as Depositary, or a nominee (we will refer to any debt
security represented by a global debt security as a book-entry debt security), or a certificate
issued in definitive registered form (we will refer to any debt security represented by a
certificated security as a certificated debt security) as set forth in the applicable prospectus
supplement.
You may transfer or exchange certificated debt securities at any office we maintain for this
purpose in accordance with the terms of the indenture. No service charge will be made for any
transfer or exchange of certificated debt securities, but we may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with a transfer or
exchange.
You may effect the transfer of certificated debt securities and the right to receive the
principal of, and any premium and interest on, certificated debt securities only by surrendering
the certificate representing those certificated debt securities and either reissuance by us or the
trustee of the certificate to the new holder or the issuance by us or the trustee of a new
certificate to the new holder.
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No Protection in the Event of a Change of Control
Unless we state otherwise in the applicable prospectus supplement, the debt securities will
not contain any provisions which may afford holders of the debt securities protection in the event
we undergo a change in control or in the event of a highly leveraged transaction (whether or not
such transaction results in a change in control) which could adversely affect holders of debt
securities.
Covenants
We will set forth in the applicable prospectus supplement any restrictive covenants applicable
to any issue of debt securities.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of our properties and assets to, any person, which we refer to as a successor
person, unless:
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we are the surviving corporation or the successor person (if other than us)
expressly assumes our obligations on the debt securities and under the indenture; |
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immediately after giving effect to the transaction, no event of default, and no
event which, after notice or lapse of time, or both, would become an event of default,
shall have occurred and be continuing under the indenture; and |
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certain other conditions are met, including any additional conditions described in
the applicable prospectus supplement. |
Events of Default
Event of default means, with respect to any series of debt securities, any of the following:
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default in the payment of any interest upon any debt security of that series when it
becomes due and payable, and continuance of that default for a period of 30 days
(unless the entire amount of the payment is deposited by us with the trustee or with a
paying agent prior to the expiration of the 30-day period); |
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default in the payment of principal of or premium on any debt security of that
series when due and payable; |
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default in the performance or breach of any other covenant or warranty by us in the
indenture (other than a covenant or warranty that has been included in the indenture
solely for the benefit of a series of debt securities other than that series), which
default continues uncured for a period of 90 days after we receive written notice from
the trustee or we and the trustee receive written notice from the holders of not less
than a majority in principal amount of the outstanding debt securities of that series
as provided in the indenture; |
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certain events of bankruptcy, insolvency or reorganization of our company; and |
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any other event of default provided with respect to debt securities of that series
that is described in the applicable prospectus supplement. |
No event of default with respect to a particular series of debt securities (except as to
certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of
default with respect to any other series
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of debt securities. The occurrence of an event of default may constitute an event of default
under our bank credit agreements in existence from time to time. In addition, the occurrence of
certain events of default or an acceleration under the indenture may constitute an event of default
under certain of our other indebtedness outstanding from time to time.
If an event of default with respect to debt securities of any series at the time outstanding
occurs and is continuing, then the trustee or the holders of not less than a majority in principal
amount of the outstanding debt securities of that series may, by a notice in writing to us (and to
the trustee if given by the holders), declare to be due and payable immediately the principal (or,
if the debt securities of that series are discount securities, that portion of the principal amount
as may be specified in the terms of that series) of, and accrued and unpaid interest, if any, on
all debt securities of that series. In the case of an event of default resulting from certain
events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and
accrued and unpaid interest, if any, on all outstanding debt securities will become and be
immediately due and payable without any declaration or other act on the part of the trustee or any
holder of outstanding debt securities. At any time after a declaration of acceleration with respect
to debt securities of any series has been made, but before a judgment or decree for payment of the
money due has been obtained by the trustee, the holders of a majority in principal amount of the
outstanding debt securities of that series may rescind and annul the acceleration if all events of
default, other than the non-payment of accelerated principal and interest, if any, with respect to
debt securities of that series, have been cured or waived as provided in the indenture. We refer
you to the prospectus supplement relating to any series of debt securities that are discount
securities for the particular provisions relating to acceleration of a portion of the principal
amount of such discount securities upon the occurrence of an event of default.
The indenture provides that the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request of any holder of outstanding debt securities,
unless the trustee receives indemnity satisfactory to it against any loss, liability or expense.
Subject to certain rights of the trustee, the holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee with respect to the debt securities of that series.
No holder of any debt security of any series will have any right to institute any proceeding,
judicial or otherwise, with respect to the indenture or for the appointment of a receiver or
trustee, or for any remedy under the indenture, unless:
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that holder has previously given to the trustee written notice of a continuing event
of default with respect to debt securities of that series; and |
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the holders of at least a majority in principal amount of the outstanding debt
securities of that series have made written request, and offered reasonable indemnity,
to the trustee to institute the proceeding as trustee, and the trustee has not received
from the holders of a majority in principal amount of the outstanding debt securities
of that series a direction inconsistent with that request and has failed to institute
the proceeding within 60 days. |
Notwithstanding the foregoing, the holder of any debt security will have an absolute and
unconditional right to receive payment of the principal of, and any premium and interest on, that
debt security on or after the due dates expressed in that debt security and to institute suit for
the enforcement of payment.
If any securities are outstanding under the indenture, the indenture requires us, within 120
days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with
the indenture. The indenture provides that the trustee may withhold notice to the holders of debt
securities of any series of any default or event of default (except in payment on any debt
securities of that series) with respect to debt securities of that series if it in good faith
determines that withholding notice is in the interest of the holders of those debt securities.
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Modification and Waiver
We may modify and amend the indenture with the consent of the holders of at least a majority
in principal amount of the outstanding debt securities of each series affected by the modifications
or amendments. We may not make any modification or amendment without the consent of the holders of
each affected debt security then outstanding if that amendment will:
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reduce the amount of debt securities whose holders must consent to an amendment or
waiver; |
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reduce the rate of or extend the time for payment of interest (including default
interest) on any debt security; |
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reduce the principal of, or premium on, or change the fixed maturity of, any debt
security or reduce the amount of, or postpone the date fixed for, the payment of any
sinking fund or analogous obligation with respect to any series of debt securities; |
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reduce the principal amount of discount securities payable upon acceleration of
maturity; |
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waive a default in the payment of the principal of, or premium or interest on, any
debt security (except a rescission of acceleration of the debt securities of any series
by the holders of at least a majority in aggregate principal amount of the then
outstanding debt securities of that series and a waiver of the payment default that
resulted from such acceleration); |
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make the principal of, or premium or interest on, any debt security payable in
currency other than that stated in the debt security; |
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make any change to certain provisions of the indenture relating to, among other
things, the right of holders of debt securities to receive payment of the principal of,
and premium and interest on, those debt securities and to institute suit for the
enforcement of any such payment and to waivers or amendments; or |
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waive a redemption payment with respect to any debt security. |
Except for certain specified provisions, the holders of at least a majority in principal
amount of the outstanding debt securities of any series may on behalf of the holders of all debt
securities of that series waive our compliance with provisions of the indenture. The holders of a
majority in principal amount of the outstanding debt securities of any series may on behalf of the
holders of all the debt securities of such series waive any past default under the indenture with
respect to that series and its consequences, except a default in the payment of the principal of,
or any premium or interest on, any debt security of that series or in respect of a covenant or
provision, which cannot be modified or amended without the consent of the holder of each
outstanding debt security of the series affected; provided, however, that the holders of a majority
in principal amount of the outstanding debt securities of any series may rescind an acceleration of
the debt securities of such series and its consequences, including any related payment default that
resulted from the acceleration.
Discharging Our Obligations
We may choose to either discharge our obligations on the debt securities of any series in a
legal defeasance, or to release ourselves from our covenant restrictions on the debt securities of
any series in a covenant defeasance. We may do so at any time after we deposit with the trustee
sufficient cash or government securities to pay the principal, interest, any premium and any other
sums due to the stated maturity date or a redemption date of the debt securities of the series. If
we choose the legal defeasance option, the holders of the debt securities of the series will not be
entitled to the benefits of the indenture except for registration of transfer and exchange of debt
securities, replacement of lost, stolen, destroyed or mutilated debt securities, conversion or
exchange of debt securities, sinking fund payments and receipt of principal and interest on the
original stated due dates or specified redemption dates.
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We may discharge our obligations under the indenture or release ourselves from covenant
restrictions only if, in addition to making the deposit with the trustee, we meet some specific
requirements. Among other things:
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we must deliver an opinion of our legal counsel that the discharge will not result
in holders having to recognize taxable income or loss or subject them to different tax
treatment. In the case of legal defeasance, this opinion must be based on either an IRS
letter ruling or change in federal tax law; |
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we may not have a default on the debt securities discharged on the date of deposit; |
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the discharge may not violate any of our agreements; and |
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the discharge may not result in our becoming an investment company in violation of
the Investment Company Act of 1940. |
Governing Law
The indenture and the debt securities will be governed by, and construed in accordance with,
the internal laws of the State of New York, without regard to conflict of law principles that would
result in the application of any law other than the laws of the State of New York.
Subsequent filings may include additional terms not listed above. Unless otherwise indicated
in subsequent filings with the Commission relating to the indenture, principal, premium and
interest will be payable and the debt securities will be transferable at the corporate trust office
of the applicable trustee. Unless other arrangements are made or set forth in subsequent filings
or a supplemental indenture, principal, premium and interest will be paid by checks mailed to the
holders at their registered addresses.
27
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt or equity securities or securities of third parties or
other rights, including rights to receive payment in cash or securities based on the value, rate or
price of one or more specified securities or indices, or any combination of the foregoing. Warrants
may be issued independently or together with any other securities and may be attached to, or
separate from, such securities. Each series of warrants will be issued under a separate warrant
agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued
and a description of the material provisions of the applicable warrant agreement will be set forth
in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of any warrants in
respect of which the prospectus is being delivered:
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the title of such warrants; |
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the aggregate number of such warrants; |
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the price or prices at which such warrants will be issued; |
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the currency or currencies, in which the price of such warrants will be payable; |
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the securities or other rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified commodities,
currencies, securities or indices, or any combination of the foregoing, purchasable
upon exercise of such warrants; |
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the date on which the right to exercise such warrants shall commence and the date on
which such right shall expire; |
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if applicable, the minimum or maximum amount of such warrants which may be exercised
at any one time; |
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if applicable, the designation and terms of the securities with which such warrants
are issued and the number of such warrants issued with each such security; |
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if applicable, the date on and after which such warrants and the related securities
will be separately transferable; |
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provisions for changes or adjustments in the exercise price; |
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the amount of warrants outstanding; |
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information with respect to book-entry procedures, if any; |
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any material Hong Kong and U.S. federal income tax consequences; |
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the anti-dilution provisions of the warrants; and |
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any other terms of such warrants, including terms, procedures and limitations
relating to the exchange and exercise of such warrants. |
28
DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES
We may issue subscription rights to purchase Ordinary Shares. We may issue these rights
independently or together with any other offered security.
The applicable prospectus supplement will describe the specific terms of any subscription
rights offering, including:
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the title of the subscription rights; |
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the securities for which the subscription rights are exercisable; |
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the exercise price for the subscription rights; |
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the number of subscription rights issued; |
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if applicable, a discussion of the material US federal or income tax considerations
applicable to the issuance or exercise of the subscription rights; |
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any other terms of the subscription rights, including terms, procedures and
limitations relating to the exchange and exercise of the subscription rights; |
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if applicable, the record date to determine who is entitled to the subscription
rights and the ex-rights date; |
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the date on which the rights to exercise the subscription rights will commence, and
the date on which the rights will expire; |
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the extent to which the offering includes an over-subscription privilege with
respect to unsubscribed securities; and |
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if applicable, the material terms of any standby underwriting arrangement we enter
into in connection with the offering. |
Each subscription right will entitle its holder to purchase for cash a number of Ordinary
Shares, ADSs or any combination thereof at an exercise price described in the prospectus
supplement. Subscription rights may be exercised at any time up to the close of business on the
expiration date set forth in the prospectus supplement. Ant the close of business on the
expiration date, all unexercised subscription rights will become void.
Upon receipt of payment and the subscription form properly completed and executed at the
subscription rights agents office or another office indicated in the prospectus supplement, we
will, as soon as practicable, forward the Ordinary Shares or ADSs purchasable with this exercise.
Rights to purchase Ordinary Shares in the form of ADSs will be represented by certificates issued
by the ADS depositary upon receipt of the rights to purchase Ordinary Shares registered hereby.
The prospectus supplement may offer more details on how to exercise the subscription rights.
Depending on the nature of the offering, we may enter into a standby underwriting arrangement
with one or more underwriters under which the underwriter(s) will purchase any offered securities
remaining unsubscribed for after the offering, as described in the prospectus supplement.
29
DESCRIPTION OF UNITS
We may, from time to time, issue units comprised of one or more of the other securities that
may be offered under this prospectus, in any combination. Each unit will be issued so that the
holder of the unit is also the holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each included security. The unit agreement
under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately at any time, or at any time before a specified date.
Any applicable prospectus supplement will describe:
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the material terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may be held or
transferred separately; |
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any material provisions relating to the issuance, payment, settlement, transfer or
exchange of the units or of the securities comprising the units; and |
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any material provisions of the governing unit agreement that differ from those
described above. |
30
PLAN OF DISTRIBUTION
We may sell securities under this prospectus in offerings:
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through one or more underwriters or dealers; |
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through agents; |
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directly to investors; |
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in at the market offerings, within the meaning of Rule 415(a)(4) of the Securities Act
of 1933, to or through a market maker or into an existing trading market, on an exchange or
otherwise; or |
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through a combination of any of these methods of sale. |
In addition, we may issue the securities as a dividend or distribution or in a subscription rights
offering to our existing security holders. In some cases, we or dealers acting for us or on our
behalf may also repurchase securities and reoffer them to the public by one or more of the methods
described above. This prospectus may be used in connection with any offering of our securities
through any of these methods or other methods described in the applicable prospectus supplement.
We may price the securities we sell under this prospectus:
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at a fixed public offering price or prices, which we may change from time to time; |
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at market prices prevailing at the times of sale; |
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at prices calculated by a formula based on prevailing market prices; |
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at negotiated prices; or |
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in a combination of any of the above pricing methods. |
If we use underwriters for an offering, they will acquire securities for their own account and
may resell them from time to time in one or more transactions at a fixed public offering price or
at varying prices determined at the time of sale. The obligations of the underwriters to purchase
the securities will be subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate. Subject to certain conditions and
except as otherwise set forth in the applicable prospectus supplement, the underwriters will be
obligated to purchase all the securities of the series offered by the prospectus supplement. The
public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may
change from time to time. Only underwriters named in a prospectus supplement are underwriters of
the securities offered by that prospectus supplement.
We may grant to the underwriters options to purchase additional securities to cover
over-allotments, if any, at the public offering price with additional underwriting discounts or
commissions. If we grant any over-allotment option, the terms of any over-allotment option will be
set forth in the prospectus supplement relating to those securities.
If we use dealers for an offering, they will acquire securities for their own account and may
resell them from time to time to the public at varying prices determined by the dealers at the time
of resale. The applicable prospectus supplement will include the names of the dealers and the terms
of the transaction.
We may also sell securities directly or through agents. We will name any agent involved in an
offering and we will describe any commissions we will pay the agent in the prospectus supplement.
Unless the prospectus supplement states otherwise, our agents will act on a best-efforts basis.
We
may authorize agents, underwriters or dealers to solicit offers by certain types of institutional
investors to purchase securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions of these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification against certain civil liabilities,
including liabilities under the Securities Act of 1933, or contribution with respect to payments
that the agents or underwriters may make with respect to such liabilities. Underwriters or agents
may engage in transactions with us, or perform services for us, in the ordinary course of business.
We may also use underwriters or agents with whom we have a material relationship. We will describe
the nature of any such relationship in the prospectus supplement.
31
An underwriter may engage in overallotment, stabilizing transactions, short covering
transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of
1934. Overallotment involves sales in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing
bids do not exceed a specified maximum. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed to cover short positions. Penalty
bids permit the underwriter to reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a covering transaction to cover short positions.
These activities may cause the price of our securities to be higher than it would otherwise be on
the open market. The underwriter may discontinue any of these activities at any time.
All securities we offer, other than ordinary shares, will be new issues of securities, with no
established trading market. Underwriters may make a market in these securities, but will not be
obligated to do so and may discontinue market making at any time without notice. We cannot
guarantee the liquidity of the trading markets for any securities.
32
DIVIDEND POLICY
Unless the relevant provisions of the Companies Ordinance require otherwise, we may by
ordinary resolution (being a resolution passed by a majority of our shareholders who attend and
vote at a meeting of shareholders) from time to time declare dividends, but no dividend shall
exceed the amount recommended by our board of directors. Our Articles contain provisions on
apportioning dividends where shares are not or were not fully paid for during the period covered by
the dividend.
Unless the relevant provisions of the Companies Ordinance require otherwise, our board of
directors may pay such interim dividends as appears to them to be justified by our financial
position and pay any dividend payable at a fixed rate at intervals decided upon by our board of
directors, whatever our financial position, if the board of directors feels that this payment is
justified.
In respect of any dividend proposed to be paid or declared by our board of directors or by us
in a general meeting, our board of directors may further propose and announce prior to or at the
same time as the payment or declaration of such dividend either that:
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1) |
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Such dividend be made in whole or in part in the form of an allotment of shares
to the shareholders, credited as being fully paid. However, all the shareholders
entitled to receive these new shares will also be entitled to choose to receive the
dividend (or a part of it) in cash and not shares; or |
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2) |
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The shareholders entitled to such dividend are entitled to elect to receive an
allotment of shares, credited as fully paid in stead of the whole or that part of the
cash dividend as the board of directors may decide upon. |
Any general meeting declaring a dividend may, upon the recommendation of our board of
directors, by ordinary resolutions, direct that the dividend shall be met, wholly or partly, by the
distribution of our assets.
Any dividend not claimed by a shareholder after a period of six years from the date when it
was first due to be paid shall be forfeited and shall revert to us. The payment by our board of
directors of any unclaimed dividend, interest or other sum payable on or in respect of a share into
a separate account shall not make us responsible as a trustee for such sums.
33
OFFERING EXPENSES
The following is a statement of expenses in connection with the distribution of the securities
registered. All amounts shown are estimates except the SEC registration fee. The estimates do not
include expenses related to offerings of particular securities. Each prospectus supplement
describing an offering of securities will reflect the estimated expenses related to the offering of
securities under that prospectus supplement.
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SEC registration fee |
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US$ 7,130 |
Legal fees and expenses |
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US$50,000 |
Accounting fees and expenses |
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US$20,000 |
Printing and engraving expenses |
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US$20,000 |
Miscellaneous expenses |
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US$ 1,000 |
Total |
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US$98,130 |
34
MATERIAL CHANGES
There have not been any material changes in our affairs that have occurred since the end of
the latest fiscal year for which certified financial statements are included in this prospectus and
that have not been described in a report filed under the Exchange Act and incorporated by
reference.
35
LEGAL MATTERS
The validity of the securities offered in this prospectus will be passed upon for us by Jones
Day, our Hong Kong and U.S. counsel. Any underwriters will be advised with respect to other issues
relating to any offering by their own legal counsel.
36
EXPERTS
The consolidated financial statements of City Telecom (H.K.) Limited and its subsidiaries as
of August 31, 2008 and 2009, and for each of the years in the two-year period ended August 31,
2009, have been incorporated by reference herein and in this Registration Statement in reliance
upon the report of KPMG, an independent registered public accounting firm, incorporated by
reference herein, and upon authority of said firm as experts in accounting and auditing.
The offices of KPMG are located at 8th Floor, Princes Building, 10 Chater Road,
Central, Hong Kong, Peoples Republic of China.
37
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form F-3 with the Securities and Exchange Commission
in connection with this offering. In addition, we file reports with, and furnish information to,
the Securities and Exchange Commission. You may read and copy the registration statement and any
other documents we have filed at the Securities and Exchange Commission, including any exhibits and
schedules, at the Securities and Exchange Commissions public reference room at 100 F Street N.E.,
Washington, D.C. 20549. You may call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on this public reference room. As a foreign private issuer, all documents which
were filed after November 4, 2002 on the Securities and Exchange Commissions EDGAR system are
available for retrieval on the Securities and Exchange Commissions website at www.sec.gov.
This prospectus is part of the registration statement and does not contain all of the
information included in the registration statement. Whenever a reference is made in this prospectus
to any of our contracts or other documents, the reference may not be complete and, for a copy of
the contract or document, you should refer to the exhibits that are a part of the registration
statement.
38
INCORPORATION OF INFORMATION BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference into this
prospectus the information we file with it, which means that we can disclose important information
to you by referring you to those documents. Information incorporated by reference is part of this
prospectus. The following documents filed with the Securities and Exchange Commission by our
company are incorporated by reference in this registration statement:
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1) |
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our Annual Report on Form 20-F for the year ended August 31, 2009, filed
on December 18, 2009, which contains audited consolidated financial statements as of
August 31, 2008 and 2009 and for each of the years in the two-year period ended August
31, 2009; and |
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2) |
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our Current Reports on Form 6-K furnished on December 30 and 31, 2009. |
All subsequent annual reports filed by our company pursuant to the Securities Exchange Act of
1934 on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date of filing of such documents. We
may also incorporate any Form 6-K subsequently submitted by us to the Commission prior to the
termination of the offering by identifying in such Forms 6-K that they are being incorporated by
reference herein, and any Forms 6-K so identified shall be deemed to be incorporated by reference
in this prospectus and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this prospectus.
Copies of reports and other information, when so filed, may be inspected without charge and
may be obtained at prescribed rates at the SECs Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549, and at the regional office of the SEC located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. The public may obtain information regarding
the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet website at www.sec.gov that contains information regarding registrants that
make electronic filings with the SEC using its EDGAR system.
We will provide to each person, including any beneficial owner, to whom this prospectus is
delivered, a copy of these filings, at no cost, upon written or oral request to us at:
City Telecom (H.K.) Limited
Level 39, Tower 1, Metroplaza
No. 223 Hing Fong Road,
Kwai Chung, New Territories,
Hong Kong
Attn: Mr. Lai Ni Quiaque
Telephone number: (852) 3145 6068
Copies of these filings may also be accessed at our website, www.ctigroup.com.hk.
As a foreign private issuer, we are exempt from the rules under Section 14 of the Exchange Act
prescribing the furnishing and content of proxy statements and our officers, directors and
principal shareholders are exempt from the reporting and other provisions in Section 16 of the
Exchange Act.
39
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to our directors, officers or persons controlling us under the following provisions, we have been
informed that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
Under the Hong Kong Companies Ordinance (the Ordinance) a company may indemnify and purchase
insurance for any director or officer of the company. In accordance with the Ordinance, however,
directors and officers are not indemnified against any liability arising out of negligence,
default, breach of duty or breach of trust with respect to the company, unless such liability is
incurred in defending any proceedings, whether civil or criminal, in which judgment is given in the
directors or officers favor, or in which the director or officer is acquitted, or in connection
with any application in which relief is granted to the director or officer by the court pursuant to
the Ordinance from liability for negligence, default, breach of duty or breach of trust in relation
to the affairs of the company.
Pursuant to our Articles, we have agreed to indemnify our directors and officers, to the
extent permitted by Hong Kong law, against certain liabilities and expenses incurred by such
persons in successfully defending claims against them in their capacity as a director or officer of
the Company. In addition, we maintain a Directors and Officers Insurance Policy and our officers
and directors are covered by this insurance (with certain exceptions and limitations) that
indemnifies them against losses for which we grant them indemnification and for which they become
legally obligated to pay on account of claims made against them for wrongful acts committed
before or during the policy period.
Item 9. Exhibits.
The following exhibits are filed with this registration statement:
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Exhibit Number |
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Description |
1.1
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Form of Underwriting Agreement* |
1.2
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Form of Placement Agent Agreement* |
3.1
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Memorandum and Articles of Association of the Company (1) |
4.1
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Specimen Certificate for Ordinary Shares (2) |
4.2
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Specimen Certificate for American Depositary Receipts (included in Exhibit 4.3) |
4.3
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Form of Deposit Agreement among the Company, The Bank of New York as
Depositary and holders of the American Depositary Receipts (3) |
4.4
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Form of Indenture for Debt Securities* |
4.5
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Form of Warrant* |
4.6
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Form of Right to Purchase Ordinary
Shares* |
4.7
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Form of Unit* |
5.1
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Opinion of Jones Day regarding the Validity of the Securities* |
23.1
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Consent of KPMG |
23.2
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Consent of Jones Day (included in Exhibit 5.1)* |
24.1
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Power of attorney (included on signature page of this Registration Statement) |
25.1
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Statement of Eligibility of Trustee on Form T-1 for Indenture* |
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(1) |
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Filed as Exhibit 1 to the Companys Registration Statement on Form
20-F (Registration No.333-11012), filed with the Securities and
Exchange Commission (SEC) on January 30, 2006, and incorporated
herein by reference. |
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(2) |
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Filed as Exhibit 4.1 to the Companys Registration Statement on Form
F-1 (Registration No.333-11012), as amended, initially filed with the
Commission on November 2, 1999, and incorporated herein by reference. |
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(3) |
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Filed as Exhibit 4.3 to the Companys Registration Statement on Form
F-1 (Registration No. 333-11012), as amended, initially filed with the
Commission on November 2, 1999, and incorporated herein by reference. |
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* |
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To be filed by amendment or as an exhibit to a report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
including any Report of Foreign Private Issuer on Form 6-K, and
incorporated |
40
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herein by reference if necessary or required by the
transaction. |
Item 10. Undertakings.
1) |
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The undersigned Registrant hereby undertakes: |
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a) |
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To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement; |
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i) |
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To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended; |
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ii) |
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To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing, any
increase or any decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee table in
the effective registration statement; and |
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iii) |
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To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in the registration statement; |
provided, however, paragraphs (1)(a)(i), (1)(a)(ii) and (1)(a)(iii) of this section do not
apply if the registration statement is on Form S-3 or Form F-3 and the information required
to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) that is part of the registration statement.
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b) |
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That, for the purpose of determining any liability under the Securities Act of 1933, as
amended, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
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c) |
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To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering. |
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d) |
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To file a post-effective amendment to the registration statement to include any
financial statements required by Item 8.A. of Form 20-F at the start of any delayed
offering or throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Securities Act of 1933, as amended, need not
be furnished, provided, that the Registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to this paragraph (1)(d)
and other information necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information required by Section
10(a)(3) of the Securities Act of 1933, as amended, or Rule 3-19 of Regulation S-K if such
financial statements and information are contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by reference in this
Form F-3. |
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e) |
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That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser: |
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i) |
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If the Registrant is relying on Rule 430B: |
41
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(1) |
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and |
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(2) |
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Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date; or |
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ii) |
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If the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use. |
|
f) |
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That, for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned
Registrant undertakes that in a primary offering of securities of the undersigned
Registrant pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned Registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser: |
|
i) |
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Any preliminary prospectus or prospectus of the undersigned Registrant relating
to the offering required to be filed pursuant to Rule 424; |
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ii) |
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Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned Registrant; |
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iii) |
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The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its securities
provided by or on behalf of the undersigned Registrant; and |
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iv) |
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Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser. |
2) |
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrants annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual |
42
|
|
report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. |
|
3) |
|
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest annual report,
to security holders that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim financial
information. |
|
4) |
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue. |
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5) |
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The undersigned Registrant hereby undertakes that: |
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a) |
|
For purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was declared effective. |
|
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b) |
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For the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. |
6) |
|
The undersigned Registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under
Section 305(b)(2) of the Trust Indenture Act. |
43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and
has duly caused this Registration Statement on Form F-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hong Kong, on
February 8, 2010.
|
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CITY TELECOM (H.K.) LIMITED
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By: |
/s/
Lai Ni Quiaque
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Title: |
Chief Financial Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, each director and officer whose signature appears below
constitutes and appoints, Lai Ni Quiaque, his true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, to sign in any and all capacities any and all amendments
or post-effective amendments to this registration statement on Form F-3, provided such amendment is
limited to immaterial matters or any other matter that has been approved by the board of directors,
and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as
amended, and to file the same with all exhibits thereto and other documents in connection therewith
with the Securities Exchange Commission, granting such attorneys-in-fact and agents, and each of
them, full power and authority to do all such other acts and execute all such other documents as
they, or any of them, may deem necessary or desirable in connection with the foregoing, as fully as
the undersigned might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on
February 8, 2010.
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/s/ Wong Wai Kay, Ricky
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Title: Chairman |
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/s/ Cheung Chi Kin, Paul
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Title: Vice Chairman |
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/s/ Yeung Chu Kwong, William
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Title: Chief Executive Officer |
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/s/ Lai Ni Quiaque
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Title: Chief Financial Officer |
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/s/ Cheng Mo Chi, Moses
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Title: Non-Executive Director |
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/s/ Lee Hon Ying, John
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Title: Independent Non-Executive Director |
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/s/ Chan Kin Man
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Title: Independent Non-Executive Director |
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44
|
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/s/ Peh Jefferson Tun Lu
|
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Title: Independent Non-Executive Director |
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Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly
undersigned representative in the United States of City Telecom (H.K.) Limited has signed this
registration statement in United States, on February 8, 2010.
|
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/s/ Puglisi & Associates |
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Title: Authorized U.S. Representative |
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45
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description |
1.1
|
|
Form of Underwriting Agreement* |
1.2
|
|
Form of Placement Agent Agreement* |
3.1
|
|
Memorandum and Articles of Association of the Company (1) |
4.1
|
|
Specimen Certificate for Ordinary Shares (2) |
4.2
|
|
Specimen Certificate for American Depositary Receipts (included in Exhibit 4.3) |
4.3
|
|
Form of Deposit Agreement among the Company, The Bank of New York as
Depositary, and holders of the American Depositary Receipts (3) |
4.4
|
|
Form of Indenture for Debt Securities* |
4.5
|
|
Form of Warrant* |
4.6
|
|
Form of Right to Purchase Ordinary
Shares* |
4.7
|
|
Form of Unit* |
5.1
|
|
Opinion of Jones Day regarding the Validity of the Securities* |
23.1
|
|
Consent of KPMG |
23.2
|
|
Consent of Jones Day (included in Exhibit 5.1)* |
24.1
|
|
Power of attorney (included on signature page of this Registration Statement) |
25.1
|
|
Statement of Eligibility of Trustee on Form T-1 for Indenture* |
|
|
|
(1) |
|
Filed as Exhibit 1 to the Companys Registration Statement on Form
20-F (Registration No.333-11012), filed with the Securities and
Exchange Commission (SEC) on January 30, 2006, and incorporated
herein by reference. |
|
(2) |
|
Filed as Exhibit 4.1 to the Companys Registration Statement on Form
F-1 (Registration No.333-11012), as amended, initially filed with the
Commission on November 2, 1999, and incorporated herein by reference. |
|
(3) |
|
Filed as Exhibit 4.3 to the Companys Registration Statement on Form
F-1 (Registration No.333-11012), as amended, initially filed with the
Commission on November 2, 1999, and incorporated herein by reference. |
|
* |
|
To be filed by amendment or as an exhibit to a report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
including any Report of Foreign Private Issuer on Form 6-K, and
incorporated herein by reference if necessary or required by the
transaction. |
46
EX-23.1
2
h03976exv23w1.htm
EX-23.1
EX-23.1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
City Telecom (H.K.) Limited:
We consent to the use of our report dated November 5, 2009, with respect to the consolidated
balance sheets of City Telecom (H.K.) Limited and its subsidiaries as of August 31, 2008 and 2009,
and the related consolidated income statements, the consolidated statements of changes in equity
and the consolidated cash flow statements for the years ended August 31, 2008 and 2009,
incorporated herein by reference and to the reference to our firm under the heading Experts in
the registration statement.
/s/KPMG
Hong Kong, China
February 8, 2010
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`
end
-----END PRIVACY-ENHANCED MESSAGE-----