Published April 21, 2009

PCCW HEARING

Richard Li's plan to compensate himself outrageous: judge

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(HONG KONG) PCCW Ltd chairman Richard Li's plan to compensate himself and his co-bidder after their proposed buyout of Hong Kong's biggest phone company is 'outrageous,' a judge assessing the validity of the deal said.

'I can't see how it's going to do the company any good.' - Judge Rogers, referring to the proposed buyout offer

The HK$4.50 a share joint offer by Mr Li and China United Network Communications Group Corp is a 'rock-bottom' price as the bidders would receive a special dividend from PCCW exceeding the value of their offer following the takeover, Appeal Court Judge Anthony Rogers said to PCCW lawyer Michael Todd yesterday in Hong Kong.

Anita Choi, a PCCW spokeswoman, declined to comment before a ruling.

Judge Rogers is one of three judges evaluating whether to overturn an April 6 High Court ruling that cleared the HK$15.93 billion (S$3.1 billion) buyout.

Hong Kong's Securities and Futures Commission, the city's markets regulator, is trying to block the purchase, claiming that free PCCW stock was improperly given to hundreds of investors to boost support for the bid.

'Unless it's discriminatory, the court will allow the majority to win the day,' PCCW lawyer Mr Todd told the court yesterday. 'There is no suggestion people were coerced or induced.'

Mr Li, son of Hong Kong's richest man, in November tabled the offer to buy out PCCW's minority shareholders after the phone company's stock fell to the lowest in nine years. Shares of the phone company, suspended from Hong Kong trading at HK$4.12 since April 16, have declined 97 per cent since their 2000 peak.

More than 1,400 PCCW shareholders supported the buyout at a Feb 4 ballot, compared with more than 850 against. Adoption of the plan required a majority of the investors participating in the vote, in addition to 75 per cent of the shares represented.

More than 800 people became registered shareholders shortly before the ballot after some investors divided their holdings and distributed them to others, including hundreds of agents at Fortis Insurance (Asia) Co, the regulator said.

Decisions by the newly registered PCCW shareholders to support the buyout should be regarded as 'bona fide,' High Court Judge Susan Kwan said in her April 6 ruling. PCCW shareholders weren't coerced to support the bid and share- splitting is legal in Hong Kong, Ms Kwan ruled.

Mr Li, 42, son of Cheung Kong (Holdings) Ltd chairman Li Ka-shing, and China United will receive a special dividend of as much as HK$18.78 billion from PCCW to finance the buyout after the transaction is completed, the phone carrier said on Jan 12.

'I can't see how it's going to do the company any good,' said Judge Rogers, referring to the proposed buyout offer. Judges Johnson Lam and Aarif Barma are hearing the appeal along with Judge Rogers.

The appeal hearing, which started on April 16, will continue at 10 am local time today. -- Bloomberg