EXHIBIT 19
PACIFIC CENTURY REGIONAL DEVELOPMENT LIMITED
0 Xxxxxxxx Xxxx #00-00
Xxxxxxxxx 000000
Telephone: (00) 0000-0000 o Facsimile: (00) 0000-0000
Date: 11 June 2003
To : INTEL CAPITAL CORPORATION
c/o Intel Semiconductor, Ltd.
00X, Xxx Xxxxxxx Xxxxx
00 Xxxxxxxxx, Xxxxxxx
Xxxx Xxxx
And :
THE DEVELOPMENT BANK OF SINGAPORE LIMITED
0 Xxxxxxx Xxx
XXX Xxxxxxxx Xxxxx Xxx
Xxxxxxxxx 000000
Amendment to a Subscription Agreement dated 14th January 2002 relating to the
US$100,000,000 Secured Redeemable Exchangeable Bonds Due 2006 to 2007
Exchangeable for Ordinary Shares of HK$0.25 each of PCCW Limited (the
"Subscription Agreement")
Terms defined in the Subscription Agreement shall have the same meaning when
used in this letter.
In consideration of the mutual obligations set out in this agreement and for
other good and valuable consideration, we agree, subject as provided below,
that the Subscription Agreement shall be amended as follows:
(a) by deleting Clause 4.1(f) and replacing it in its entirety with the
following:
"(f) from the date hereof and for so long as any of the Bonds are still
outstanding, the Issuer shall not, and will procure that PCCW and other members
of the Group shall not, without the prior written consent of the Subscriber
(which consent shall not be unreasonably delayed or withheld) offer, sell,
issuer or otherwise dispose of any shares or other securities or interests in
shares or other securities, or agree to do any of the aforesaid, such that
immediately following such disposal or other action, (i) the direct and
indirect shareholding of the Issuer and Xxxxxxx Xx Tzar Kai in PCCW shall fall
below an aggregate of 28% of the issued share capital of PCCW, and (ii) the
direct and indirect shareholding of the Issuer in PCCW shall fall below 25% of
the issued share capital of PCCW, in
each case, other than as a result of the exercise of conversion rights under
the following convertible bonds issued by PCCW or its subsidiaries
US$54,377,474.95 5% Mandatory Convertible Note due 2005 issued by PCCW Limited
on 28 June 2002 to Telstra Corporation Limited, amended and restated with
effect from 25 April 2003; US$450,000,000 1% Guaranteed Convertible Bonds due
2007 issued by PCCW Capital No. 2 Limited on 29 January 2002 and guaranteed by
PCCW Limited and PCCW-HKT Telephone Limited; and US$1,100,000,000 3.5%
Guaranteed Convertible Bonds due 2005 issued by PCCW Capital Limited on 5
December 2000 and guaranteed by PCCW Limited, the exercise of exchange or
redemption rights under, or the transfer or disposal of interests in Shares
pursuant to the terms and conditions of, the Bonds or the exchangeable bonds
issued by the Issuer on 7 December 2001 to AIG Asian Infrastructure Fund II
L.P., American International Assurance Company (Bermuda) Limited and AIG Asian
Opportunity Fund, L.P., the exercise of options granted to Xxxxx Xxxxxx
pursuant to the terms and conditions of a consulting agreement dated 17 August
1999, the exercise of all existing and future employee share options granted by
PCCW from time to time; or (iii) PCCW ceases to control any Principal
Subsidiary (as such term is defined in the Bonds)."
Please indicate your agreement to the Amendments by signing this letter.
Yours faithfully,
PACIFIC CENTURY REGIONAL DEVELOPMENTS LIMITED
By:
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Acknowledged and agreed
Intel Capital Corporation
By:
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Xxxxxxx Xx
Authorised Signatory
THE DEVELOPMENT BANK OF SINGAPORE LIMITED
By:
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