SC 13D/A
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
(Amendment No. 1)
China Netcom Group Corporation (Hong Kong) Limited
(Name of Issuer)
Ordinary shares of par value US$0.04 per share
(Title of Class of Securities)
Y1505N 10 0
(CUSIP Number)
Karen Mok
75th Floor, The Center
99 Queen’s Road Central
Hong Kong
Telephone: (+852) 2121 3220
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2008
(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. o
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CUSIP No. |
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Y1505N 10 0 |
13D |
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NAME OF REPORTING PERSON
TELEFÓNICA, S.A. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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THE KINGDOM OF SPAIN
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SOLE VOTING POWER |
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None |
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| SHARES |
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SHARED VOTING POWER |
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| OWNED BY |
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663,220,523 1 |
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SOLE DISPOSITIVE POWER |
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None |
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SHARED DISPOSITIVE POWER |
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663,220,523 1 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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663,220,523 1 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.9% |
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TYPE OF REPORTING PERSON |
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CO |
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Includes: (a) 196,882,473 ordinary shares acquired
from CNC Fund, L.P. in June 2005; (b) 137,088,832 ordinary shares acquired
through open market purchases of (i) 132,794,816 ordinary shares from July to
September 2005, (ii) 2,092,016 ordinary shares in December 2006, and (iii)
2,202,000 ordinary shares in December 2007; (c) 181,233,782 ordinary shares
acquired in September 2008, which include 2,512,000 ordinary shares underlying
125,600 American Depository Shares (“ADSs”); and (d) 148,015,436
ordinary shares for which an agreement to acquire was reached in January 2008,
and closing is expected to take place on or about September 23, 2008. |
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CUSIP No. |
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Y1505N 10 0 |
13D |
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NAME OF REPORTING PERSON
TELEFÓNICA INTERNACIONAL, S.A.U. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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THE KINGDOM OF SPAIN
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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None |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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663,220,523 2 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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None |
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SHARED DISPOSITIVE POWER |
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663,220,523 2 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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663,220,523 2 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.9% |
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TYPE OF REPORTING PERSON |
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CO |
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Includes: (a) 196,882,473 ordinary shares acquired
from CNC Fund, L.P. in June 2005; (b) 137,088,832 ordinary shares acquired
through open market purchases of (i) 132,794,816 ordinary shares from July to
September 2005, (ii) 2,092,016 ordinary shares in December 2006, and (iii)
2,202,000 ordinary shares in December 2007; (c) 181,233,782 ordinary shares
acquired in September 2008, which include 2,512,000 ordinary shares underlying
125,600 ADSs; and (d) 148,015,436 ordinary shares for which an agreement to
acquire was reached in January 2008, and closing is expected to take place on
or about September 23, 2008. |
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TABLE OF CONTENTS
SCHEDULE 13D
This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule
13D (the “Schedule 13D”) filed on September 15, 2008 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 (previously denominated Telefónica
Internacional, S.A., in both instances, “Telefónica Internacional”), with respect to the
ordinary shares, U.S.$0.04 par value per share, of China Netcom Group Corporation (Hong Kong)
Limited, a telecommunications company organized under the laws of Hong Kong (“CNC”).
Capitalized terms used in this Amendment without definition have the meanings ascribed to them in
the Schedule 13D.
Introduction
On January 18, 2008, Telefónica Internacional entered into four separate sale purchase agreements
with each of Shanghai Alliance Investment Ltd., Information and Network Centre of the State
Administration of Radio Film and Television, P.R.C., Chinese Academy of Sciences Holdings Co.,
Ltd., and China Railway Communications Center (the “PRC Share Purchase Agreements”) to
acquire, subject to certain conditions, 148,015,436 ordinary shares of CNC (the “Shares”)
for a total equivalent of approximately €313.53 million, subject to adjustment at closing.
Regulatory approval for each of these acquisitions was obtained on September 12, 2008, and closing
for the Shares is expected to take place on or about September 23, 2008. (See Item 6 and Exhibits
1 through 4 to this Amendment.)
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the PRC Share Purchase Agreements, Telefónica Internacional acquired 148,015,436
ordinary shares of CNC for a total equivalent of approximately €313.53 million. These
acquisitions were funded through internally generated funds. (See Item 6 and Exhibits 1 through 4
to this Amendment.)
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
The following summary of certain material provisions of the PRC Share Purchase Agreements does not
purport to be a full and complete description of such documents and is entirely qualified by
reference to the full text of such documents attached as Exhibits 1 through 4 to this Amendment.
On January 18, 2008, Telefónica Internacional entered into the PRC Share Purchase Agreements with
each of Shanghai Alliance Investment Ltd., Information and Network Centre of the State
Administration of Radio Film and Television, P.R.C., Chinese Academy of Sciences Holdings Co.,
Ltd., and China Railway Communications Center (each, a “Seller”). Each of the PRC Share
Purchase Agreements provides for the sale and purchase of 37,003,859 ordinary shares of CNC,
subject to adjustment at closing for any scrip dividend issue, split or other shares resulting from
any change in the capital structure of CNC.
The purchase price payable for such shares under each of the PRC Share Purchase Agreements is HK
Dollars 886,982,500, subject to an adjustment of HK Dollars 0.592 per share. The respective
closings are conditional on, among other things, the respective parties having received all
required government approval, permits, certificates and completed all required registrations for
the purpose of the sale and purchase of the shares, and Telefónica Internacional having received
from each Seller a waiver from China Network Communications Group Corporation of all pre-emptive
rights and other restrictions on
transfer of the shares. Regulatory approval for each of the acquisitions provided under the PRC
Share Purchase Agreements was obtained from the Chinese authorities on September 12, 2008.
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The closing date for each transaction is the date ten (10) business days after the date on which
the last closing condition is satisfied or waived, such date being no later than September 30,
2008, or such later date as the parties may agree. Closing is expected to take place on or about
September 23, 2008. Each of the parties made customary warranties in connection with such sale and
purchase.
Item 7. Material to be Filed as Exhibits.
Exhibit 1:
Share Purchase Agreement, dated January 18, 2008, for the purchase of shares in China Netcom Group
Corporation (Hong Kong) Limited between Telefónica Internacional S.A. and Shanghai Alliance
Investment Ltd.
Exhibit 2:
Share Purchase Agreement, dated January 18, 2008, for the purchase of shares in China Netcom Group
Corporation (Hong Kong) Limited between Telefónica Internacional S.A. and Information and Network
Centre of the State Administration of Radio Film and Television, P.R.C.
Exhibit 3:
Share Purchase Agreement, dated January 18, 2008, for the purchase of shares in China Netcom Group
Corporation (Hong Kong) Limited between Telefónica Internacional S.A. and Chinese Academy of
Sciences Holdings Co., Ltd.
Exhibit 4:
Share Purchase Agreement, dated January 18, 2008, for the purchase of shares in China Netcom Group
Corporation (Hong Kong) Limited between Telefónica Internacional S.A. and China Railway
Communication Center.
Exhibit 5:
Joint Filing Agreement, dated September 15, 2008, between Telefónica, S.A. and Telefónica
Internacional, S.A.U.
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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: September 22, 2008
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TELEFÓNICA, S.A.
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By: |
/s/ Maria Luz Medrano Aranguren
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Name: |
Maria Luz Medrano Aranguren |
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Title: |
Group General Vice Counsel |
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TELEFÓNICA INTERNACIONAL, S.A.U.
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By: |
/s/ Juan Carlos Ros Brugueras
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Name: |
Juan Carlos Ros Brugueras |
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Title: |
Attorney |
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Exhibit Index
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| Exhibit No. |
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1.
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Share Purchase Agreement, dated January 18, 2008, for the
purchase of shares in China Netcom Group Corporation (Hong
Kong) Limited between Telefónica Internacional S.A. and
Shanghai Alliance Investment Ltd. |
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2.
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Share Purchase Agreement, dated January 18, 2008, for the
purchase of shares in China Netcom Group Corporation (Hong
Kong) Limited between Telefónica Internacional S.A. and
Information and Network Centre of the State Administration of
Radio Film and Television, P.R.C. |
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3.
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Share Purchase Agreement, dated January 18, 2008, for the
purchase of shares in China Netcom Group Corporation (Hong
Kong) Limited between Telefónica Internacional S.A. and
Chinese Academy of Sciences Holdings Co., Ltd. |
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4.
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Share Purchase Agreement, dated January 18, 2008, for the
purchase of shares in China Netcom Group Corporation (Hong
Kong) Limited between Telefónica Internacional S.A. and China
Railway Communication Center. |
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5.
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Joint Filing Agreement, dated September 15, 2008, between
Telefónica, S.A. and Telefónica Internacional S.A.U. |