FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2006
Commission File Number: 1-14396
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
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(Translation of registrant's name into English)
17/F, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1). __
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): __
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
2
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [_] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):_________.
3
Information furnished on this form:
Announcement, dated April 28, 2006, by the Registrant disclosing a
Discloseable Transaction and Possible Major Transaction
EXHIBIT
EXHIBIT NUMBER PAGE
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1.1 Announcement, dated April 28, 2006, by the Registrant 5
disclosing a Discloseable Transaction and Possible Major
Transaction
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
(Registrant)
Date: May 3, 2006 By: /s/ Peter Jackson
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Peter Jackson
Chief Executive Officer
5
EXHIBIT 1.1
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THE STOCK EXCHANGE OF HONG KONG LIMITED TAKES NO RESPONSIBILITY FOR THE
CONTENTS OF THIS ANNOUNCEMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR
COMPLETENESS AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS
HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE
CONTENTS OF THIS ANNOUNCEMENT.
Asia Satellite Telecommunications Holdings Limited
(INCORPORATED IN BERMUDA WITH LIMITED LIABILITY)
DISCLOSEABLE TRANSACTION
AND
POSSIBLE MAJOR TRANSACTION
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On 28 April 2006, AsiaSat, a wholly owned subsidiary of the Company, entered
into a Construction Agreement with the Construction Contractor, an independent
third party not associated with the Directors, chief executive officer and
substantial shareholder of the Company and any of its subsidiaries or any of
their associates as defined in the Listing Rules, for the construction of
AsiaSat 5, a Space Systems/Loral 1300 satellite bus with 26 C-band and 14
Ku-band transponders.
The signing of the Construction Agreement is a step forward in the
implementation of the Company's plan for the commissioning of AsiaSat 5.
Subsequent to the signing of this Construction Agreement, AsiaSat will proceed
with the launching arrangement in which AsiaSat will enter into a launch
contract ("Launch Contract") with an independent third party launching service
provider for the launching of AsiaSat 5. The consideration of the above
contracts together with the insurance cost for the commissioning of AsiaSat 5
is estimated at approximately US$180.00 million (approximately HK$1,404.00
million*) in total. The transaction contemplated under the Construction
Agreement constitutes a discloseable transaction of the Company under the
Listing Rules. If the relevant Launch Contract is committed within a 12 month
period, the launching of AsiaSat 5, taking into consideration the Construction
Agreement, the Launch Contract and the related insurance, will constitute a
major transaction of the Company under the Listing Rules.
The transaction contemplated under the Construction Agreement constitutes a
discloseable transaction of the Company under the Listing Rules whereas the
commissioning of AsiaSat 5, when taking the Construction Agreement and, inter
alia, the cost of launching and the cost of launch insurance, together will
constitute a major transaction of the Company under the Listing Rules. The
Company considers that it would be more advantageous to its shareholders and
has applied to the Stock Exchange for an extension of time in relation to the
despatch of the Circular, and issue a combined circular on the entire
commissioning arrangement for AsiaSat 5 covering both the Construction
Agreement and the subsequent Launch Contract. Accordingly, the Stock Exchange
has granted a waiver in relation to the delay in despatch of the circular on
the Construction Agreement until 26 June 2006.
The Company has also applied to the Stock Exchange for a waiver from full
compliance with rules 14.58(4) and 14.66(1) of the Listing Rules in relation
to the disclosure of the aggregate value
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of consideration under the Construction Agreement.
Upon the signing of the Launch Contract, a further announcement will be made
and a circular giving details of the Construction Agreement, the Launch
Contract and the commissioning of AsiaSat 5 will be sent to the shareholders
accordingly. Where permissible under the Listing Rules, the Company will seek
to obtain the requisite shareholders' approval by obtaining the written
approval from the Company's controlling shareholder, Bowenvale Limited, which
owns approximately 69 percent of the issued share capital of the Company.
AsiaSat has initiated the process of negotiation in relation to the launching
arrangement. Whilst AsiaSat intends to launch AsiaSat 5 in the second quarter
of 2008, the terms of the Launch Contract has not yet finalised. Shareholders
and investors are advised to exercise extreme caution when dealing in the
securities in the Company.
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INTRODUCTION
To ensure the sustaining of AsiaSat's market competitiveness, strategic
positioning of our satellites and the offering of the very best services in
the years ahead, we have procured the new satellite, AsiaSat 5, to replace the
retiring AsiaSat 2 at the orbital location of 100.5 degrees East. Since
AsiaSat 2 is tentatively scheduled to be retired in 2010, we have planned this
replacement satellite to be launched in 2008 so as to allow sufficient time
for the constructing and launching of a replacement satellite in the event of
an unsuccessful launch of the AsiaSat 5.
On 28 April 2006, AsiaSat, a wholly owned subsidiary of the Company, entered
into a Construction Agreement with the Construction Contractor, an independent
third party not associated with the Directors, chief executive officer and
substantial shareholder of the Company and any of its subsidiaries or any of
their associates as defined in the Listing Rules for the construction of
AsiaSat 5 as a step forward to implement Company's plan for the commissioning
of AsiaSat 5. In the meantime, AsiaSat will proceed with the sourcing of
launching service and the procurement of other relevant facilities for the
commissioning of AsiaSat 5.
CONSTRUCTION AGREEMENT
DATE
28 April 2006
PARTIES
1. The Construction Contractor, a party independent of the Directors,
chief executive officer and substantial shareholder of the Company and
its subsidiaries and their respective associates as defined in the
Listing Rules
2. AsiaSat, a wholly owned subsidiary of the Company
SUBJECT MATTER
The Construction Contractor will provide for AsiaSat the design, construction,
assembly, testing, production and delivery of AsiaSat 5, and other
professional services and labour for the construction of AsiaSat 5, including
studies, development, research, design, analysis, manufacture, product
assurance, product integration, transportation and testing. In addition, the
Construction Contractor will provide all necessary technical support to the
prospective launch services provider to permit testing integration and launch.
The Construction Contractor will also provide the royalty-free, world-wide,
non-exclusive, non-transferable, paid-up license for AsiaSat to use the data
and information, including, without limitation to, technical data and
information contained in reports, documents, computer programs, diagrams,
drawings and graphs that AsiaSat requires for the purpose of the construction
and the operation of AsiaSat 5.
The Construction Contractor will further indemnify AsiaSat and defend on its
own expenses on third party requests, claims, actions and proceedings for
royalty payments, equitable relief or damages against AsiaSat based any
infringement of patent, trade mark, or copy right or trade secret from the
manufacturing of the items; and to pay any royalties and other costs in the
settlement of such request and the costs and damages finally awarded to the
third party on the claim.
TITLE
The title to the AsiaSat 5 shall pass to AsiaSat at the moment of launch. In
the event AsiaSat 5 is not launched within 3 years after it is completed by
the Construction Contractor, AsiaSat shall pay all monies payable under the
Construction Agreement and have the title to AsiaSat 5 subject to the
obtaining of requisite US Government approvals.
COMPLETION
Under the terms of the Construction Agreement , the Construction Contractor
shall complete the construction of AsiaSat 5 to be available for shipment to
the launch site within 25 months after 28 April 2006.
Subject to the entering into the necessary Launch Contract and launching
arrangements, AsiaSat intends to launch AsiaSat 5 in the second quarter of
2008.
LAUNCHING OF ASIASAT 5
Subsequent to the signing of this Construction Agreement, AsiaSat will proceed
with the launching arrangement in which AsiaSat will enter into a Launch
Contract with a prospective independent third party launching service
provider.
AsiaSat has initiated the process of negotiation in relation to the launching
arrangement. Whilst AsiaSat intends to launch AsiaSat 5 in the second quarter
of 2008, the terms of the Launch Contract has not yet finalised. Shareholders
and investors are advised to exercise extreme caution when dealing in the
securities in the Company.
TOTAL COST FOR THE COMMISSIONING OF ASIASAT 5
The Directors estimated that the total cost for the commissioning of AsiaSat
5, including not only the contract price under the Construction Agreement and
the cost of launching, but also the costs of the launch insurance, ground
facilities for telemetry, tracking and control, related expenses and
capitalised interest, will be at approximately US$180.00 million
(approximately HK$1,404.00 million*). This estimation is subject to a number
of factors including the timely completion of AsiaSat 5, certain delays or
postponements in launching, the in-orbit performance of AsiaSat 5 after
launching. The estimated cost for commissioning AsiaSat 5 will be fully funded
by internal resources of AsiaSat.
The contract price and the terms of the Construction Agreement were negotiated
on an arm's length basis having regard to the value of similar assets as
quoted by the other constructors and based on a previous similar acquisition
of a satellite by AsiaSat in 2000**. Such contract price will be paid in cash
in stages and the final instalment shall be paid upon completion of in-orbit
testing, scheduled to take place after 27 months of the effective date of the
Construction Agreement, or in the event AsiaSat 5 is completed but not
launched, 3 years after it is completed. The price under the Construction
Agreement will be fully funded by internal resources of AsiaSat. It is
expected that AsiaSat 5 will be launched in the second quarter of 2008.
OPTION
AsiaSat has an option to order an additional satellite substantially similar
to AsiaSat 5 subject to price adjustment based on an indexation computed by
the aircraft manufacturing price and
employment cost indexes published by the U.S. Department of Labour. AsiaSat
intends to exercise this option in the event of an unsuccessful launch of
AsiaSat 5. The Company will comply with the requisite requirements under the
Listing Rules as and when the option is exercised, and a further announcement
will be made if and when required.
REASONS AND BENEFITS OF THE COMMISSIONING OF ASIASAT 5
The new AsiaSat 5 will replace AsiaSat 2 at the orbital location of 100.5
degrees East and allow our market competitiveness, strategic position of
satellites and the offering of the very best services to be sustained for the
years ahead. It will replace all current functions of AsiaSat 2 in C band
coverage, and in Ku band, provide additional dedicated coverage for South Asia
plus a steerable beam.
The C band payload of AsiaSat 5 will be similar to that of AsiaSat 2 save for
some performance upgrades. As for the Ku band payload, its coverage over China
is significantly upgraded and additional coverage is also provided for in
South Asia covering, inter alia, India, Pakistan and Bangladesh. In addition,
the satellite will carry a steerable antenna that will allow capacity of Ku
band to be deployed in a consistent manner with the market demand anywhere in
Asia.
The Directors are of the view that the transaction has been conducted in the
ordinary and usual course of business of the Company, on normal commercial
terms and the terms of the transaction are fair and reasonable and in the
interest of the shareholders of the Company as a whole.
INFORMATION TO SHAREHOLDERS
The transaction contemplated under the Construction Agreement constitutes a
discloseable transaction of the Company under the Listing Rules whereas the
commissioning of AsiaSat 5, when taking the Construction Agreement and, inter
alia, the cost of launching and the cost of launch insurance, together will
constitute a major transaction of the Company under the Listing Rules. The
Company considers that it would be more advantageous to its shareholders and
has applied to the Stock Exchange for an extension of time in relation to the
despatch of the Circular, and issue a combined circular on the entire
commissioning arrangement for AsiaSat 5 covering both the Construction
Agreement and the subsequent Launch Contract. Accordingly, the Stock Exchange
has granted a waiver in relation to the delay in despatch of the circular on
the Construction Agreement until 26 June 2006.
The Company has also applied to the Stock Exchange for a waiver from full
compliance with rules 14.58(4) and 14.66(1) of the Listing Rules in relation
to the disclosure of the aggregate value of consideration under the
Construction Agreement.
Upon the signing of the Launch Contract, a further announcement will be made,
and a circular giving details of the Construction Agreement, the Launch
Contract and the commissioning of AsiaSat 5 will be sent to the shareholders
accordingly. In the event that the Launch Contract is not signed by 9 June
2006, a circular giving details of the Construction Agreement will be sent to
the shareholders of the Company, and upon signing of the Launch Contract, a
further announcement and circular will be issued as required in accordance
with the Listing Rules.
The Company envisages that any shareholders' approval required in relation to
the commissioning of AsiaSat 5 under the Listing Rules will, to the extent
permissible under the Listing Rules, be obtained by seeking written approval
from the Company's controlling shareholder, Bowenvale Limited, which owns
approximately 69 percent of the issued share capital of the Company.
DEFINITIONS
Terms used in this announcement shall have the following meanings:
"AsiaSat 2" The AsiaSat satellite launched in 1995 and
located at the orbital position of 100.5
degrees East, which will be replaced by
AsiaSat 5 upon its successful launch;
"AsiaSat 5" The new Space Systems/Loral 1300 class
satellite bus, with 26 C-band and 14 Ku-band
transponders, to be constructed and launched
pursuant to the Construction Agreement and the
Launch Contract;
"AsiaSat" Asia Satellite Telecommunications Company
Limited, a wholly owned subsidiary of the
Company incorporated in Hong Kong with its
registered office in Hong Kong, SAR;
"Company" Asia Satellite Telecommunications Holdings
Limited incorporated under the laws of
Bermuda, with its principle business being the
provision of satellite services to
broadcasting and telecommunications markets;
"Construction Agreement" The agreement dated 28 April 2006 entered into
between AsiaSat and the Construction
Contractor for the construction of AsiaSat 5;
"Construction Contractor" Space Systems/Loral, Inc., a corporation
organised and existing under the law of the
State of Delaware, U.S.A. and headquartered in
California. Its principle business is the
designing, manufacturing and integrating of
communication satellites and satellite
systems;
"Directors" The directors of the Company;
"Launch Contract" The launch contract to be entered into by
AsiaSat and the launch services contractor for
the launch of AsiaSat 5;
"Listing Rules" The Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited;
"Stock Exchange" The Stock Exchange of Hong Kong Limited, and;
"Satellite Control Equipment" Satellite control equipment, which includes
the ground hardware and software needed to
implement telemetry, tracking, command and
monitoring and the up-link and traffic
monitoring equipment relating to AsiaSat 5.
By Order of the Board
DENIS LAU
COMPANY SECRETARY
Hong Kong, 28 April 2006
AS AT THE DATE OF THIS ANNOUNCEMENT, THE BOARD OF DIRECTORS COMPRISES (I) MR.
PETER JACKSON AND MR. WILLIAM WADE AS EXECUTIVE DIRECTORS, (II) MR. ROMAIN
BAUSCH, MR. MI ZENG XIN, MR. ROBERT BEDNAREK, MR. DING YU CHENG, MR. JU WEI
MIN, MR. KO FAI WONG, MR. MARK RIGOLLE, AND MS. CYNTHIA DICKINS AS
NON-EXECUTIVE DIRECTORS, AND (III) MR. EDWARD CHEN, MR. R. DONALD FULLERTON,
AND MR. ROBERT SZE AS INDEPENDENT NON-EXECUTIVE DIRECTORS.
NOTE:
* The translations of US dollars into HK dollars are for convenience only
and have been made at
a rate of US$1.00 to HK$7.80. Such translations should not be construed
as representations that the US dollar amounts could be converted into HK
dollars at that or any other rate.
** Details of this acquisition in 2000 were published in the Company's
announcements and circular dated 7 September 2000, 19 September 2000 and
11 October 2000, respectively.