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 May 8, 2006, by the Registrant disclosing a Major
Transaction
EXHIBIT
EXHIBIT NUMBER PAGE
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1.1 Announcement, dated May 8, 2006, by the Registrant 5
disclosing a 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 9, 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.
[GRAPHIC OMITTED -- COMPANY LOGO]
Asia Satellite Telecommunications Holdings Limited
(Incorporated in Bermuda with limited liability)
(STOCK CODE: 1135)
MAJOR TRANSACTION
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Further to the announcement dated 28 April 2006 relating to the Construction
Agreement for AsiaSat 5, a Space Systems/Loral 1300 satellite bus with 26
C-band and 14 Ku-band transponders, the Directors announced that on 8 May
2006, AsiaSat, a wholly owned subsidiary of the Company, entered into a Launch
Contract with the Launch Contractor, an independent third party which does not
have any connection with the Company and is 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 launch of AsiaSat 5.
As announced earlier on 28 April 2006, the total consideration for
commissioning AsiaSat 5, including the contract price under the Launch
Contract, the Construction Agreement and the cost of the launch insurance, is
estimated at approximately US$180.00 million (equivalent to HK$1,404.00
million*) and the Launch Contract, when taken together with the Construction
Agreement and the related insurance, will constitute a major transaction of
the Company and is subject to the approval of the shareholders of the Company
under the Listing Rules. The Company's controlling shareholder, Bowenvale
Limited, which owns approximately 69 per cent. of the issued share capital of
the Company, intends to grant its approval to the Company on the Construction
Agreement, Launch Contract and the commissioning of AsiaSat 5 as required
under the Listing Rules.
The Company has 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 Launch
Contract.
A circular giving details of the Construction Agreement, the Launch Contract
and the commissioning of AsiaSat 5 will be sent to the shareholders in
compliance with the Listing Rules and in any event no later than 26 June 2006
as disclosed in the announcement of the Company dated 28 April 2006.
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INTRODUCTION
Further to the announcement of the Company dated 28 April 2006 relating to the
Construction Agreement for AsiaSat 5, a Space Systems/Loral 1300 satellite bus
with 26 C-band and 14 Ku-band transponders, the Directors announced that on 8
May 2006, AsiaSat, a wholly owned subsidiary of the Company, entered into a
Launch Contract with the Launch Contractor, an independent third party which
does not have any connection with the Company and is 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 launch of AsiaSat 5. Please refer to the aforesaid
announcement of the Company for further details of the Construction Agreement.
LAUNCH CONTRACT
DATE
8 May 2006
PARTIES
1. The Launch Contractor, an independent third party which does not have any
connection with the Company and is not associated with 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 Launch Contractor shall provide services associated with the launch of
AsiaSat 5 in the Baikonur Space Centre in Kazakhstan. Under the terms of the
Launch Contract, the launch service shall be completed upon the launch of
AsiaSat 5, which is scheduled to take place between 1 July 2008 and 31
December 2008 and such schedule can be extended by AsiaSat by written notice
in accordance with the terms of the Launch Contract. It is expected that
AsiaSat 5 will be launched in the second half of 2008.
TOTAL COST FOR THE COMMISSIONING OF ASIASAT 5
The Directors estimated that the total consideration for the commissioning of
AsiaSat 5, including the contract price under the Launch Contract and the
Construction Agreement, and the costs of the launch insurance, ground
facilities for telemetry, tracking and control, related expenses and
capitalised interest under arrangements with various third parties, will be at
approximately US$180.00 million (equivalent to HK$1,404.00 million*). This
estimation is subject to a number of factors including 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
of AsiaSat 5 will be fully funded by internal resources of AsiaSat. The
contract price under the Launch Contract will be paid in cash by instalments
over a period ending one month after the launch and will be fully funded by
internal resources of AsiaSat.
The contract price and the terms of the Launch Contract were negotiated on an
arm's length basis having regard to the value of similar launching service
quoted by other launch contractors and based on a similar acquisition made
previously by AsiaSat of a satellite in 2000**.
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 total consideration for commissioning AsiaSat 5, including the contract
price under the Launch Contract, the Construction Agreement and the cost of
the launch insurance, is estimated to be approximately US$180.00 million
(equivalent to approximately HK$1,404.00 million*) and the Launch Contract,
when taken together with the Construction Agreement and the related insurance,
will constitute a major transaction of the Company and is subject to the
approval of the shareholders of the Company under the Listing Rules. The
Company's controlling shareholder, Bowenvale Limited, which owns approximately
69 per cent. of the issued share capital of the Company, intends to grant its
approval to the Company on the Construction Agreement, Launch Contract and the
commissioning of AsiaSat 5 as required under the Listing Rules.
The Company has 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 Launch
Contract.
A circular giving details of the Construction Agreement, the Launch Contract
and the commissioning of AsiaSat 5 will be sent to the shareholders in
compliance with the Listing Rules and in any event no later than 26 June 2006
as disclosed in the announcement of the Company dated 28 April 2006.
DEFINITIONS
Terms used in this announcement shall have the following meanings:
"AsiaSat 5" The new Space Systems/Loral 1300 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 it
principle business being the provision of satellite
services to broadcasting and telecommunications
markets;
"Construction Agreement" The agreement dated 28 April 2006 entered into by
AsiaSat and the construction contractor for the
construction of AsiaSat 5. Details of this
transaction was published in the Company's
announcement on the same day;
"Directors" The directors of the Company;
"Launch Contract" The contract dated 8 May 2006 entered into between
AsiaSat and the Launch Contractor for the launch of
AsiaSat 5;
"Launch Contractor" Sea Launch Limited Partnership, an exempt limited
partnership organised under the laws of Cayman
Islands acting through its general partner, Sea
Launch Company, L.L.C, a United States of America
limited liability company organised under the law
of State of Delaware and having offices in Long
Beach, California. Its principle business is to
provide launch service for the satellites of
commercial customers; and
"Listing Rules" The Rules Governing the Listing of Securities on
the Stock Exchange of Hong Kong Limited.
By Order of the Board
DENIS LAU
COMPANY SECRETARY
Hong Kong, 8 May 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.