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PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 432)
CONNECTED TRANSACTION
The Company announces that HKCMCL had issued the Letter of Award to PCCW Solutions (which
was accepted by PCCW Solutions on 20 November 2007) relating to the provision of relocation
services of the Central Data Exchange from Level 2 of Cyberport 2 to the Network Operations Centre
at Level 1 of Cyberport 2.
PCCW Solutions is a wholly-owned subsidiary of PCCW, a substantial shareholder of the Company
which indirectly holds approximately 61.53% of the issued share capital of the Company. Accordingly,
PCCW and its subsidiaries are connected persons of the Company under the Listing Rules.
The transaction is between HKCMCL, is a wholly-owned subsidiary of the Government of the Hong
Kong Special Administrative Region, and PCCW Solutions. However, since the fee payable to PCCW
Solutions for the transaction is classified as an expense of the Cyberport, pursuant to the Project
Agreement such fee will be borne by CPL, a wholly-owned subsidiary of the Company, and HKCMCL
on an approximately 35%:65% basis. Although the Group is not a party to the contract constituted by
the Letter of Award, CPL is required to contribute approximately 35% to the fee payable to PCCW
Solutions, a connected person of the Company. Hence, the transaction is a connected transaction of
the Company under Chapter 14A of the Listing Rules.
As each of the relevant percentage ratios under the Listing Rules for the transaction is less than 2.5%,
the transaction is only subject to the reporting and announcement requirements set out in Rules 14A.45
to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules. Particulars of the transaction will be included in
the next published annual report and accounts of the Company.
BACKGROUND
The Company announces that HKCMCL had issued the Letter of Award to PCCW Solutions (which
was accepted by PCCW Solutions on 20 November 2007) relating to the provision of relocation
services of the Central Data Exchange from Level 2 of Cyberport 2 to the Network Operations Centre
at Level 1 of Cyberport 2.
Details of the transaction are set out below:
Date of acceptance
of Letter of Award:
20 November 2007
Parties: (i) HKCMCL; and
(ii) PCCW Solutions
Consideration: Not exceeding HK$7,600,000. The consideration will be determined
after the design plans of the Network Operations Centre have been
finalized. Payment of the consideration is on a monthly basis
according to work done and reviewed by Rider Levett Bucknall
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Limited, an independent quantity surveyor. Final payment is expected
to be made on or before 31 December 2008.
Tender arrangements: The invitation to tender was issued on 30 January 2007 and the tender
period closed on 2 March 2007.
Scope of work: Project management, network design, approaches to transferring
hardware, networks, storage, servers, applications, data and users data,
contingency planning, training, testing and commissioning, and all
associated builder’s and mechanical and electrical works for the
relocation services.
Commencement of work: 21 November 2007
Defects liability period: 6 months from the practical completion of the relocation of the Central
Data Exchange
REASONS FOR AWARDING THE CONTRACT AND VIEWS OF THE DIRECTORS
PCCW Solutions had been selected as the provider of the services after an open tender process and on
the recommendation of the external quantity surveyor. The bases of selection included pricing,
compliance with specifications and track record. The Letter of Award had also been approved by FSI
Holdings, the Company’s partner in the development and management of the Cyberport.
The Directors (including the independent non-executive Directors) consider that the transaction has
been entered into in the usual and ordinary course of business of the Group. They also consider that the
Letter of Award has been negotiated and conducted on an arm’s length basis between the parties and are
on normal commercial terms.
The Directors (including the independent non-executive Directors) are of the view that the terms of the
Letter of Award are fair and reasonable and in the interests of the shareholders of the Company as a
whole.
REQUIREMENTS OF THE LISTING RULES
PCCW Solutions is a wholly-owned subsidiary of PCCW, a substantial shareholder of the Company
which indirectly holds approximately 61.53% of the issued share capital of the Company. Accordingly,
PCCW and its subsidiaries are connected persons of the Company under the Listing Rules.
The transaction is between HKCMCL, is a wholly-owned subsidiary of the Government of the Hong
Kong Special Administrative Region, and PCCW Solutions. However, since the fee payable to PCCW
Solutions for the transaction is classified as an expense of the Cyberport, pursuant to the Project
Agreement such fee will be borne by CPL, a wholly-owned subsidiary of the Company, and HKCMCL
on an approximately 35%:65% basis. Although the Group is not a party to the contract constituted by
the Letter of Award, CPL is required to contribute approximately 35% to the fee payable to PCCW
Solutions, a connected person of the Company. Hence, the transaction is a connected transaction of
the Company under Chapter 14A of the Listing Rules.
As each of the relevant percentage ratios under the Listing Rules for the transaction is less than 2.5%,
the transaction is only subject to the reporting and announcement requirements set out in Rules 14A.45
to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules. Particulars of the transaction will be included in
the next published annual report and accounts of the Company.
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GENERAL
The Group is principally engaged in the development and management of premium property and
infrastructure projects, as well as investment in premium-grade buildings, in the Asia-Pacific region.
The PCCW Group is the largest and most comprehensive communications provider in Hong Kong and
a world-class player in Information and Communications Technologies. The principal activities of the
PCCW Group are the provision of local, mobile and international telecommunications services, internet
and interactive multimedia services, the sale and rental of telecommunications equipment, and the
provision of computer, engineering and other technical services, mainly in Hong Kong; investment in,
and development of, systems integration and technology-related businesses; and investment in, and
development of, infrastructure and properties in Hong Kong and elsewhere in the People’s Republic of
China.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context
requires otherwise:
“Central Data Exchange” the centre owned by HKCMCL which operates round the clock for
hosting the computer server and equipment for the Cyberport
“Company” Pacific Century Premium Developments Limited, a company
incorporated in Bermuda with limited liability, the shares of which are
listed on the main board of the Stock Exchange
“CPL” Cyber-Port Limited, a wholly-owned subsidiary of the Company
“Cyberport” the residential and commercial property development project situated at
Telegraph Bay in Hong Kong, and which CPL has undertaken to
construct on behalf of FSI Holdings
“Directors” directors of the Company
“FSI Holdings” Hong Kong Cyberport Development Holdings Limited, HKCMCL and
Hong Kong Cyberport (Ancillary Development) Limited and their
respective successors or assigns, or any of them as the context may
require
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic
of China
“HKCMCL” Hong Kong Cyberport Management Company Limited
“Letter of Award” the letter of award dated 20 November 2007 issued by HKCMCL to
PCCW Solutions in connection with provision of relocation services of
the Central Data Exchange from Level 2 of Cyberport 2 to the Network
Operations Centre at Level 1 of Cyberport 2
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Network Operations
Centre”
the centre owned by HKCMCL for managing and monitoring all
information technology and telecommunications infrastructure at the
Cyberport to ensure the uninterrupted availability of information
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technology and telecommunications services
“PCCW” PCCW Limited, a company incorporated in Hong Kong with limited
liability, the shares of which are listed on the main board of the Stock
Exchange
“PCCW Group” PCCW and its subsidiaries
“PCCW Solutions” PCCW Solutions Limited, a wholly-owned subsidiary of PCCW
“percentage ratios” has the meaning ascribed to it in Chapter 14 of the Listing Rules
“Project Agreement” the agreement dated 17 May 2000 between FSI Holdings, CPL and
PCCW relating to the development of Cyberport
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“substantial shareholder” has the meaning ascribed to it in the Listing Rules
“%8221; percentage
By Order of the Board
Pacific Century Premium Developments Limited
Chan Ya Lai, Alice
Company Secretary
Hong Kong, 20 November 2007
The directors of the Company as at the date of this announcement are:
Executive Directors:
Li Tzar Kai, Richard (Chairman); Alexander Anthony Arena (Deputy Chairman);
Lee Chi Hong, Robert (Chief Executive Officer); Lam Yu Yee; James Chan and Gan Kim See, Wendy
Independent Non-Executive Directors:
Cheung Kin Piu, Valiant; Tsang Link Carl, Brian; Prof Wong Yue Chim, Richard, SBS, JP and
Dr Allan Zeman, GBS, JP
Connected Transaction |
