Securities regulator recommends PCCW buyout be rejected

2 Apr 2009

Hong Kong financial markets regulator, the Securities and Futures Commission (SFC), has told a court reviewing the proposed takeover and delisting of telecoms group PCCW to disallow the deal. The Wall Street Journal writes that SFC lawyer Winston Poon presented evidence to back up allegations of irregularities including so-called ‘vote buying’ to gain the approval of all minority shareholders for the transaction. Richard Li, PCCW’s chairman and largest shareholder, teamed up with PCCW’s second-largest backer China Netcom (part of China Unicom) to offer HKD15.9 billion (USD2.05 billion), or HKD4.50 per share, for a total of 52% of the full-service telco, and the offer was supported by more than 75% of stockholders in early February. However, allegations surfaced that insurance agents were offered stock in return for supporting the proposal, casting doubt on whether the transaction will complete by a deadline of 23 April. In court, Poon claimed that the votes of agents working for Fortis Insurance Co (Asia) Ltd – formerly a unit of Richard Li’s investment vehicle Pacific Century Regional Developments (PCRD) – should be discounted from the voting results. The lawyer alleged that a manager at Fortis bought and distributed 500,000 PCCW shares between Fortis agents, who subsequently signed a transfer proxy en masse. Poon went on to claim that the owner of another local brokerage, Kingston Securities, advised employees to buy PCCW shares in lots of 1,000 with a ‘guaranteed’ buyback price of HKD4.50 if the buyout of the company did not succeed. High Court Judge Susan Kwan is expected to give a written ruling on Monday.

Hong Kong, PCCW Group