UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Information to be Included in Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a))
Under the Securities Exchange Act of 1934
China Unicom (Hong Kong) Limited |
(Name of Issuer)
Ordinary shares of par value HK$0.10 per share |
(Title of Class of Securities)
16945R 10 4 |
(CUSIP Number)
Consuelo Barbé Capdevila Telefónica, S.A. 28050 Madrid, Spain Telephone: (+34) 91 4823733 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 30, 2012 |
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
CUSIP No. Y1505N 10 0 | 13D |
1. |
NAME OF REPORTING PERSON
TELEFÓNICA, S.A. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
[WC] | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
THE KINGDOM OF SPAIN | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
[None] | ||||
8. | SHARED VOTING POWER
1,180,601,587 | |||||
9. | SOLE DISPOSITIVE POWER
[None] | |||||
10. | SHARED DISPOSITIVE POWER
1,180,601,587 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,601,587 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01% | |||||
14. |
TYPE OF REPORTING PERSON
CO |
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CUSIP No. Y1505N 10 0 | 13D |
1. |
NAME OF REPORTING PERSON
TELEFÓNICA INTERNACIONAL, S.A.U. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
[WC] | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
THE KINGDOM OF SPAIN | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
[None] | ||||
8. | SHARED VOTING POWER
1,180,601,587 | |||||
9. | SOLE DISPOSITIVE POWER
[None] | |||||
10. | SHARED DISPOSITIVE POWER
1,180,601,587 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,601,587 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01% | |||||
14. |
TYPE OF REPORTING PERSON
CO |
3
SCHEDULE 13D
This Amendment No. 6 (this Amendment) amends and supplements the statement on Schedule 13D (the Schedule 13D) dated October 24, 2008, as subsequently amended by Amendment No. 1 dated September 17, 2009, Amendment No. 2 dated October 27, 2009, and Amendment No. 3 dated February 8, 2011, Amendment No. 4 dated September 7, 2011, and Amendment No. 5 dated June 13, 2012 filed jointly by Telefónica, S.A., a corporation organized under the laws of the Kingdom of Spain (Telefónica), and Telefónica Internacional, S.A.U., a wholly-owned subsidiary of Telefónica (Telefónica Internacional), with respect to the ordinary shares, HK$0.10 par value per share, of China Unicom (Hong Kong) Limited, a telecommunications company organized under the laws of Hong Kong (China Unicom). Capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule 13D.
Introduction
On June 10, 2012, Telefónica, S.A. through its 100% subsidiary, Telefónica Internacional, S.A.U. (hereinafter Telefonica), and China United Network Communications Group Company Limited (Unicom Parent) through a 100% owned subsidiary, signed an agreement for the acquisition by this last company of 1,073,777,121 shares of China Unicom -Hong Kong- Limited, owned by Telefónica, equivalent to 4.56% of the issued share capital.
On July 21, 2012 the aforementioned agreement was complemented by a Supplemental Agreement which determines the acquisition of the shares at a price of HK$10.02 per share, for a total amount of HK$10,759,246,752.42. The transaction was completed on July 30, 2012 after obtaining the relevant regulatory authorizations.
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following:
Item 7 Material to be Filed as Exhibits
Exhibit 5:
Supplemental Agreement to the Share Purchase Agreement for the Sale and Purchase of Shares in China Unicom (HONG KONG) Limited, dated July 21, 20012 between Telefónica Internacional, S.A.U., and a 100% owned subsidiary of China United Network Communications Group Company Limited.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 1, 2012
TELEFÓNICA, S.A. | ||||
By: | /s/ Ramiro Sánchez de Lerín García-Ovies | |||
Name: | Ramiro Sánchez de Lerín García- Ovies | |||
Title: | General Secretary and Secretary to the Board of Directors |
TELEFÓNICA INTERNACIONAL, S.A.U. | ||||
By: | /s/ Manuel Crespo de la Mata | |||
Name: |
Manuel Crespo de la Mata | |||
Title: |
General Counsel |
5
Exhibit Index
Exhibit No. |
||
1. | Subscription Agreement, dated September 6, 2009 between Telefónica, S.A. and China Unicom (Hong Kong) Limited.* | |
2. | Joint Filing Agreement, dated September 24, 2009, between Telefónica, S.A. and China Unicom (Hong Kong) Limited.* | |
3. | Enhanced Strategic Alliance Agreement , dated January 23, 2011 between Telefónica, S.A. and China Unicom (Hong Kong) Limited.* | |
4. | Agreement, dated June 10, 2012 between Telefónica Internacional, S.A.U., and a 100% owned subsidiary of China United Network Communications Group Company Limited. * | |
5. | Supplemental Agreement to the Share Purchase Agreement for the Sale and Purchase of Shares in China Unicom (HONG KONG) Limited, dated July 21, 2012 between Telefónica Internacional, S.A.U., and a 100% owned subsidiary of China United Network Communications Group Company Limited. |
* | Previously filed. |
Schedule I
Executive Officers and Directors of Telefónica
The directors and executive officers of Telefónica as of the date hereof are set forth below. The business address of each director or executive officer is that of Telefónica located at Distrito C, Ronda de la Comunicación s/n, 28050 Madrid, Spain. Unless noted otherwise, each of the named individuals is a citizen of the Kingdom of Spain.
Directors and Officers of Telefónica
MEMBERS OF THE BOARD OF DIRECTORS
Principal activities inside the Group |
Principal Activities outside the Group | |||
César Alierta Izuel | Executive Chairman of Telefónica, S.A. | Director of Telecom Italia, S.p.A. | ||
Director of China Unicom (Hong Kong) Limited | ||||
Director of International Consolidated Airlines Group (AIG) | ||||
Isidro Fainé Casas | Vice Chairman of Telefónica, S.A. | Chairman of Caja de Ahorros y Pensiones de Barcelona (la Caixa) | ||
Chairman of Caixabank, S.A. | ||||
Chairman of Criteria Caixaholding, S.A. | ||||
Vice Chairman of Abertis Infraestructuras, S.A. | ||||
Chairman of Confederación Española de Cajas de Ahorros | ||||
Vice Chairman 2º of Repsol YPF, S.A. | ||||
Director of Banco Portugués de Investimento, SA (BPI) | ||||
Vice Chairman of Sociedad General de Aguas de Barcelona, S.A. (AGBAR) | ||||
Non-executive Director of the Bank of East Asia | ||||
Ignacio Moreno Martínez | Director of Telefónica, S.A. | Chief Executive Officer of N+1 Private Equity | ||
Julio Linares López | Chief Operating Officer (COO) of Telefónica, S.A. | Director of Telecom Italia, S.p.A. | ||
José María Abril Pérez | Vice Chairman of Telefónica, S.A. | Director of Advancell, S.A. | ||
Fernando de Almansa MorenoBarreda | Director of Telefónica, S.A. | Substitute Director of Grupo Financiero BBVA Bancomer, S.A. de C.V. | ||
Director of Telefónica del Perú, S.A.A. | Substitute Director of BBVA Bancomer, S.A. | |||
Director of Telefónica Brasil, S.A. | ||||
Director of Telefónica Móviles México, S.A. de C.V. | ||||
José María AlvarezPallete López | Director of Telefónica, S.A. | |||
Chairman of Telefónica Europe, plc. | ||||
Chairman of the Supervisory Board of Telefónica Czeck Republic, a.s. | ||||
David Arculus (citizen of the United Kingdom) | Director of Telefónica, S.A. | Chairman of Numis, Plc. | ||
Chairman of Aldemore Bank, Plc. | ||||
Director of Pearson, Plc. |
MEMBERS OF THE BOARD OF DIRECTORS
Principal activities inside the Group |
Principal Activities outside the Group | |||
Eva Castillo Sanz | Director of Telefónica, S.A. | Director of Old Mutual, Plc. | ||
1st Vice Chairman of Supervisory Board of Telefónica Czech Republic, a.s. | ||||
Carlos Colomer Casellas | Director of Telefónica, S.A. | Chairman of Inversiones Mobiliarias Urquiola, S.A., SICAV | ||
Chairman of Ahorro Bursátil, S.A. SICAV | ||||
Executive Chairman of The Colomer Group | ||||
Peter Erskine (citizen of the United Kingdom) | Director of Telefónica, S.A. | Member of the Advisory Board of the Henley Management Centre | ||
Chairman of Ladbrokes, Plc | ||||
Alfonso Ferrari Herrero | Director of Telefónica, S.A. | |||
Substitute Director of Telefónica Chile, S.A. | ||||
Director of Telefónica del Perú, S.A.A. | ||||
Luiz Fernando Furlán | Director of Telefónica, S.A. | Chairman of Amazonas Sustainability Foundation | ||
Director of Telefónica Brasil, S.A. | Co-Chairman of Brasil Foods, S.A. | |||
Director of AGCO Corporation | ||||
Director of Amil Participações S.A. | ||||
Member of the Advisory/Consultative Board of Panasonic (Japan) and McLarty& Associates (USA) | ||||
Gonzalo Hinojosa Fernández de Angulo | Director of Telefónica, S.A. | |||
Director of Telefónica del Perú, S.A.A: | ||||
Pablo Isla Alvarez de Tejera | Director of Telefónica, S.A. | Chairman and CEO of Inditex, S.A. | ||
Antonio Massanell Lavilla | Director of Telefónica, S.A. | Executive Deputy General Manager of Caja | ||
de Ahorros y Pensiones de Barcelona (la Caixa). | ||||
Chairman of Port Aventura Entertainment, S.A. | ||||
Chairman of Barcelona Digital Centre Tecnologic (formerly Fundación Barcelona Digital) | ||||
Director of Serveis Informátics la Caixa, S.A. (SILK) | ||||
Director of Caixa Capital Risc, S.G.E.C.R, S.A. | ||||
Director of Bousorama S.A. | ||||
Director of La Caixa, S.A. | ||||
Director of Mediterranea Beach & Golf Community, S.A. | ||||
Francisco Javier de Paz Mancho | Director of Telefónica, S.A. | Member of the Executive Committee of the Chambers Board (Consejo Superior de Cámaras) | ||
Director of Telefónica de Argentina, S.A. | ||||
Director of Telefónica Brasil, S.A. | ||||
Non-executive Chairman of Atento Inversiones y Teleservicios, S.A. | ||||
Chang Xiaobing (citizen of the Peoples Republic of China) | Director of Telefónica, S.A. | Chairman of China United Network Communications Group Company Limited | ||
Chairman of China United Network Communications Limited | ||||
Executive Director, Chairman and Chief Executive Officer of China Unicom (Hong Kong) Limited | ||||
Chairman of China United Network Communications Corporation Limited |
MEMBERS OF THE BOARD OF DIRECTORS
Principal activities inside the Group |
Principal Activities outside the Group | |||
Executive Officers | ||||
César Alierta Izuel | Chairman and Chief Executive Officer | |||
Julio Linares López | Chief Operating Officer | |||
José María Álvarez-Pallete López | Chairman of Telefónica Europe | |||
Ramiro Sánchez de Lerín García-Ovies | General Secretary and Secretary of the Board of Directors | |||
Luis Abril Pérez | Technical General Secretary to the Chairman | |||
Guillermo Ansaldo Lutz | General Manager Global Resources | |||
Santiago Fernández Valbuena | Chairman of Telefónica Latinoamérica | |||
Matthew Key | Chairman of Telefónica Digital | |||
Angel Vilá Boix | General Manager of Finances and Corporate Development |
Exhibit 5
|
Execution version
TELEFÓNICA INTERNACIONAL, S.A.U.
AND
CHINA NETCOM GROUP CORPORATION (BVI) LIMITED
SUPPLEMENTAL AGREEMENT
TO THE SHARE PURCHASE AGREEMENT
FOR THE SALE AND PURCHASE OF SHARES IN
CHINA UNICOM (HONG KONG) LIMITED
THIS SUPPLEMENTAL AGREEMENT is made on 21 July 2012
BETWEEN:
(1) | TELEFÓNICA INTERNACIONAL, S.A.U., a company incorporated in Spain whose registered office is at Distrito C, Edificio Oeste 3, Ronda de la Comunicación, s/n, 28050 Madrid, Spain (the Seller); and |
(2) | CHINA NETCOM GROUP CORPORATION (BVI) LIMITED, a company duly established and validly existing under the laws of the British Virgin Islands, whose registered office is at P.O. Box 3140, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (and proposed to be renamed China Unicom Group Corporation (BVI) Limited) (the Buyer). |
RECITALS:
(A) | Reference is made to the share purchase agreement entered into between the Seller and the Buyer dated 10 June 2012 pursuant to which the Buyer agreed to purchase from the Seller 1,073,777,121 ordinary shares in the capital of China Unicom (Hong Kong) Limited (the Share Purchase Agreement). |
(B) | Reference is also made to the parties recent discussion in relation to the satisfaction of the condition precedent to Completion. In order to facilitate the satisfaction of the Condition, the parties hereby agree to adjust the purchase price of each Sale Share and to make certain consequential amendments to the Share Purchase Agreement. |
THE PARTIES AGREE as follows:
1. | Unless otherwise defined herein, terms defined in the Share Purchase Agreement shall have the same meaning when used in this Supplemental Agreement. |
2. | Clause 2.2 of the Share Purchase Agreement shall be deleted and replaced by the following: |
2.2 | The purchase price of each Sale Share is HK$10.02, with the aggregate purchase price for the Sale Shares being HK$10,759,246,752.42 (the Purchase Price). The Purchase Price (less the amounts agreed to be deducted pursuant to Clause 10.2) shall be payable by the Buyer to the Seller on Completion. |
3. | With respect to the definition of Completion Date set out in clause 1.1 of the Share Purchase Agreement, the parties hereby agree that the Completion Date shall be 30 July 2012 after the Condition is satisfied or any other date agreed in writing by the parties but in any event such date shall not be later than 31 July 2012. |
4. | The Buyer shall use its best efforts to achieve satisfaction of the Condition on or before 3:00 p.m. (Hong Kong time) on 26 July 2012 and upon the satisfaction of the Condition, the Buyer shall as soon as possible provide written confirmation of the same to the Seller no later than 3:00 p.m. (Hong Kong time) on 26 July 2012. |
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5. | Clause 4.1 of the Share Purchase Agreement shall be deleted and replaced by the following: |
4.1 Completion shall take place at the offices of the Buyers solicitors at 11th Floor, Two Exchange Square, Central, Hong Kong at 9:00 a.m. (Hong Kong time) on the Completion Date, or at such other place as the parties may agree..
6. | The Buyer agrees and acknowledges that at the time of the execution of this Supplemental Agreement and as at Completion, the Buyer is aware that the Seller is a person connected (within the meaning of the SFO) with the Company and is or may be in possession of relevant information (as defined in Parts XIII and XIV of the SFO) by virtue of it being a substantial shareholder (as defined in Parts XIII and XIV of the SFO) and having one representative on the board of directors of the Company. |
7. | The Seller agrees and acknowledges that at the time of the execution of this Supplemental Agreement and as at Completion, the Seller is aware that the Buyer is a person connected (within the meaning of the SFO) with the Company and is or may be in possession of relevant information (as defined in Parts XIII and XIV of the SFO) by virtue of it being a substantial shareholder (as defined in Parts XIII and XIV of the SFO). |
8. | Each of the Seller and the Buyer has not engaged in market misconduct by reason of an insider dealing taking place through its dealing in or counselling or procuring another person to deal in the securities of the Company for the purposes of the SFO in connection with the transactions entered into or to be entered into pursuant to this Supplemental Agreement; none of the Seller, the Buyer, any of their respective Affiliates and any person acting on its or their behalf or under its or their control has taken or will take, directly or indirectly, any action designed or which was designed, or which constitutes or has constituted or might reasonably be or have been expected to cause or result in, stabilisation or manipulation of the price of any Shares or other securities of the Company. |
9. | The Seller represents and warrants to the Buyer that it has the right, power and authority, and has taken all action necessary to execute, deliver, exercise its rights and perform its obligations, under this Supplemental Agreement and each document to be executed at or before Completion, and to carry out the transactions contemplated hereby and thereby, and that the signatory to this Supplemental Agreement has been duly authorised to sign and deliver this Supplemental Agreement. |
10. | The Buyer represents and warrants to the Seller that it has the right, power and authority, and has taken all action necessary to execute, deliver, exercise its rights and perform its obligations, under this Supplemental Agreement and each document to be executed at or before Completion, and to carry out the transactions contemplated hereby and thereby, and that the signatory to this Supplemental Agreement has been duly authorised to sign and deliver this Supplemental Agreement. |
11. | Save as amended above, the provisions of the Share Purchase Agreement shall remain in full force and effect. The Share Purchase Agreement, as amended by this Supplemental Agreement, constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of the Share Purchase Agreement. |
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12. | The provisions of clauses 11, 12, 13 and 14 of the Share Purchase Agreement shall apply to this Supplemental Agreement as if incorporated herein but all references to this Agreement shall be replaced with this Supplemental Agreement. |
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EXECUTED by the parties on the date first written above:
SIGNED by /s/ ÁNGEL VILÁ BOIX, CHIEF FINANCIAL AND CORPORATE | ||
DEVELOPMENT OFFICER TELEFÓNICA, S.A. | ) | |
authorised signatory for and on behalf of | ) | |
TELEFÓNICA INTERNACIONAL, S.A.U. | ) | |
SIGNED by /s/ LI FUSHEN | ) | |
authorised signatory for and on behalf of | ) | |
CHINA NETCOM GROUP | ) | |
CORPORATION (BVI) LIMITED | ) |
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