Exhibit 4.1
THIS DEED is made this 17th day of September, 2002
BETWEEN
1. WHARF COMMUNICATIONS LIMITED (formerly known as Wharf Communications
Investments Limited) whose registered office is situate at 00xx Xxxxx,
Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx ("Bondholder"); and
2. i-CABLE COMMUNICATIONS LIMITED whose registered office is situate at 00xx
Xxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx ("i-CABLE").
WHEREAS
A. Pursuant to the terms of a Deed Poll dated 18th November 1999 ("Deed
Poll") of i-CABLE, the Bondholder subscribed in full the HK$1,800,000,000
4% Convertible Bonds (the "Bonds") issued by i-CABLE. The Bonds are due
for redemption on 23rd November 2003.
B. i-CABLE has agreed to redeem from the Bondholder such portion of the
Bonds in the principal amount of HK$1,500,000,000 (the "Redeemed Bonds")
and the Bondholder has agreed to surrender the Redeemed Bonds to i-CABLE
upon the terms and conditions hereinafter appearing.
WHEREBY THE PARTIES AGREE AS FOLLOWS: -
1. Subject to the terms and conditions of this Deed, i-CABLE shall redeem
from the Bondholder the Redeemed Bonds at a consideration of
HK$1,500,000,000 ("Redemption Price") free from all charges, liens,
hypothecation, equities, encumbrances or other adverse claims or
interests and with all rights now and hereafter attaching thereto.
2. Completion (as defined in Clause 4 below) shall be conditional upon the
fulfillment of the following conditions:
(a) this Deed being approved by the shareholders of i-CABLE at an
extraordinary general meeting; and
(b) the obtaining by i-CABLE and/or the Bondholder of all consents and
approvals from the relevant authorities, if any.
3. The Bondholder shall provide all reasonable assistance to i-CABLE in
fulfilling the Conditions.
4. Completion of the redemption of the Redeemed Bonds ("Completion") shall
take place within five business days from the date on which all the
Conditions have been fulfilled and at such time as the parties may agree
and at the office of the Bondholder in Hong Kong (or, on such other date,
at such other time and place as i-CABLE and the Bondholder may agree),
and each of the parties hereto shall perform its obligations set out in
Schedule 1.
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5. The Redemption Price and the Interest (as defined in paragraph 1(a)(ii)
of Schedule 1) shall be paid by i-CABLE to the Bondholder on Completion
as referred to in Schedule 1.
6. The Bondholder hereby represents and warrants to i-CABLE that as at the
date hereof and up to Completion:
(a) it is the registered owner of the Redeemed Bonds and also (i) is the
beneficial owner thereof or (ii) if not, then it has been and is
duly authorized by the beneficial owner(s) to enter into and perform
this Deed;
(b) the Redeemed Bonds are free from all charges, liens, hypothecation,
equities, encumbrances and other adverse claims and rights; and
(c) it has full power and authority to enter into this Deed.
7. The parties hereto agree that save as the principal amount of the Bonds
is reduced to HK$300,000,000 as provided in this Deed, all the provisions
and conditions of the Deed Poll shall remain in full force and effect.
8. This Deed is governed by and shall be construed in accordance with the
laws of The Hong Kong Special Administrative Region.
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SCHEDULE 1
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COMPLETION REQUIREMENTS
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1. Obligation of i-CABLE
At Completion, i-CABLE shall deliver to the Bondholder:
(a) a cheque or cashier order drawn in favour of the Bondholder or as it may
direct for:
(i) the principal amount of the Redemption Price in the sum of
HK$1,500,000,000; and
(ii) the interests payable on the Redeemed Bonds for the period from 1st
July, 2002 up to but excluding the date of Completion at the rate of
4% per annum ("Interest"); and
(b) a new certificate in respect of the remaining principal amount of
HK$300,000,000 Bonds.
2. Obligation of the Bondholder
At Completion, the Bondholder shall deliver to i-CABLE:
(a) the certificate(s) representing the Redeemed Bonds in the principal
amount of HK$1,800,000,000 for cancellation;
(b) a certified true copy of the minutes of the board meeting of the
Bondholder approving and authorising the redemption of the Redeemed Bonds
and the entry into by the Bondholder of this Deed; and
(c) a receipt issued by the Bondholder to i-CABLE to acknowledge the receipt
of the Redemption Price and the Interest.
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IN WITNESS whereof the parties hereto has caused this Deed to be duly
executed.
SEALED with the COMMON SEAL of )
WHARF COMMUNICATIONS LIMITED )
and SIGNED by Xxxxxxx Tin-Xxx Xx, Director, )
and Xxxx Xxx-Xxxxxx Xxxx, Director, )
in the presence of: )
SEALED with the COMMON SEAL of )
i-CABLE COMMUNICATIONS LIMITED )
and SIGNED by Xxxxxxx Tin-Xxx Xx, Director, )
and Xxxxxx X. X. Chan, Secretary, )
in the presence of: )
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