===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------------------------------
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
November 12, 2002
PCCW Limited
(Translation of Registrant's Name
Into English)
39th Floor, PCCW Tower
TaiKoo Place, 979 King's Road
Quarry Bay, Hong Kong
(Address of Principal Executive
Offices)
-------------------------------------------------------------------
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F
---
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information
to the Commission pursuant 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): 82-_______.)
===============================================================================
PCCW LIMITED
INDEX TO EXHIBITS
Item
----
1. Announcement dated November 12, 2002
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.
PCCW LIMITED
Dated: November 12, 2002 By: /s/ Fiona Nott
-----------------------
Name: Fiona Nott
Title: Company Secretary
ITEM 1.
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][PCCW LOGO]
PCCW Limited
[GRAPHIC OMITTED][CHINESE TRANSLATION OF NAME]
(Incorporated in Hong Kong with limited liability)
------------------------------------------------------------------------------
Share Award Scheme
The board of directors of PCCW Limited is pleased to announce that it has
approved the establishment of the Share Award Scheme. The purpose of the Share
Award Scheme is to recognize the contributions of certain of the Group's
employees to retain them for the continued operation and development of the
Group, and to attract suitable personnel for the further development of the
Group.
Directors will not be entitled to participate in the Share Award Scheme. The
number of Shares to be issued under the Share Award Scheme (and other similar
schemes operated by the Company including the Purchase Scheme) is limited to
one per cent of the issued share capital of the Company (excluding Shares
which have already been transferred to employees on vesting).
Infrastructure Division
Following recent press speculation, the Company wishes to clarify that no
decision has been made to sell or spin off its Infrastructure Division nor
does the Company have any immediate plans to do so.
------------------------------------------------------------------------------
Purpose of the Share Award Scheme and Eligible Participants
The purpose of the Share Award Scheme is to recognize the contributions of
certain of the Group's employees to retain them for the continued operation and
development of the Group, and to attract suitable personnel for the further
development of the Group. The Company also currently operates the Purchase
Scheme for a similar purpose (the Purchase Scheme utilizes Shares purchased in
the market rather than new Shares). Directors will not be entitled to
participate in the Share Award Scheme. Directors of the Company's Subsidiaries
may, however, be granted awards under the Purchase Scheme (and any other
incentive schemes of a similar nature operated by the Company from time to
time).
1
Operation of the Share Award Scheme
The Share Award Scheme has been approved by the Company and the Participating
Subsidiaries will shortly enter into the Trust Deed with the Trustee, adopt the
Scheme Rules and thereby establish the Share Award Scheme. Under the Scheme
Rules, the Share Award Scheme will be administered by the Committee. The
Committee will determine those employees of the Group (other than Directors)
which it wishes to incentivise. Awards made by the Committee will either
specifically consist of a number of Shares, or will make reference to a
notional cash amount. If the latter, a number of Shares referable to that
notional cash amount will be calculated based on the market price of Shares on
the date of the award, and that number of Shares will form the basis of the
award. Following the making of an award, the Trustee will subscribe for the
relevant number of Shares.
The Trustee will hold the Shares until they vest in accordance with the
timetable determined by the Committee. While the Trustee holds the Shares it
may vote them as it sees fit (and the Company has no power to influence how the
Trustee should exercise this discretion) and the Company will have no interest
in those Shares.
Vesting of the Shares will be conditional on the selected employee remaining an
employee of a Group Company until the vesting date. The Committee also has the
discretion to stipulate at the time an award is made that such other conditions
as it deems appropriate in respect of a particular employee will apply to the
vesting of the Shares. Additionally, an award will lapse where the company
employing the selected employee or the business division by which a selected
employee is employed ceases to be part of the Group. When an employee selected
for participation in the Share Award Scheme has satisfied any and all such
conditions specified by the Committee at the time of making the award and
becomes entitled to the Shares forming the subject of the award, the Trustee
will transfer the relevant vested Shares to that employee at no cost. Where
Shares do not vest or are not acquired by employees in accordance with the
above procedure, the Trustee will hold such Shares for the benefit of all other
selected employees of the Group (other than Directors) as it determines in its
discretion, after having taken into account the recommendations of the
Committee.
Other provisions
The Share Award Scheme does not constitute a share option scheme or an
arrangement analogous to a share option scheme for the purposes of Chapter 17
of the Listing Rules. The Company will continue to operate its share option
scheme but the Board considers that the Share Award Scheme will give it
additional flexibility in regards to recognizing the contributions of certain
of the Group's employees, retaining them for the continued operation and
development of the Group, and attracting suitable personnel for the Group's
further development. The Share Award Scheme will comply with all applicable
disclosure and other regulations including those set out in the Listing Rules.
The Scheme Rules state that the number of Shares which may be subscribed under
the Share Award Scheme (excluding Shares which have already been transferred to
employees on vesting) and any other similar schemes (including the Purchase
Scheme) may not exceed one per cent of the issued share capital of PCCW
(232,450,293 Shares based on the current total issued share capital of the
Company). The Committee has a discretion to alter this limit (in which case the
Company will issue an appropriate announcement), however, the Board believes
that this limit is sufficient for the purpose of operating the Share Award
Scheme and other incentive schemes of a similar nature operated by the Company
from time to time. Shares will be issued pursuant to the general mandate to
issue shares granted to the Board by ordinary resolution of the Company from
time to time.
2
Infrastructure Division
The Company has noted recent speculation in the press relating to its
Infrastructure Division. The Company wishes to clarify that no decision has
been made by the Company to sell or spin off its Infrastructure Division nor
does the Company have any immediate plans to do so. However, if the right
market conditions and opportunity were to arise, the Company would not rule out
this possibility at some time in the future (in which event the transaction
would be subject to all necessary consents and the relevant requirements of the
Listing Rules).
Definitions
"Board" the board of directors of PCCW
"Committee" a committee or sub-committee of the Board
delegated with the power and authority to
administer the Share Award Scheme
"Directors" directors of the Company or any of its
Subsidiaries
"Group" PCCW and its subsidiaries
"Group Company" a company which is a member of the Group
"Infrastructure Division" the Group's property portfolio in Hong
Kong and mainland China and the Cyberport
project
"Listing Rules" the Rules Governing the Listing of
Securities on the Stock Exchange
"Participating Subsidiaries" PCCW-HKT Limited, Cyber-Port Limited,
Cyber-Port Management Limited, PCCW
Properties (HK) Limited, PCCW Services
Limited, Pacific Century Systems Limited,
Corporate Access (HK) Limited
"PCCW" or the "Company" PCCW Limited, a company incorporated in
Hong Kong with limited liability, the
Shares of which are listed on the Stock
Exchange
"Purchase Scheme" the share award scheme currently
operated by the Group whereby awards of
Shares may be made to employees of
Participating Subsidiaries (such Shares
being purchased by the Trustee in the
market)
3
"Scheme Rules" the rules relating to the Share Award
Scheme to be adopted by each
Participating Subsidiary
"Share Award Scheme" the share award scheme to
be adopted by the Participating
Subsidiaries whereby awards of Shares may
be made to employees of Participating
Subsidiaries (such Shares being issued to
the Trustee) pursuant to the Trust Deed
and the Scheme Rules
"Shares" shares of HK$0.05 each in the capital of
PCCW
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Subsidiaries" Subsidiaries of PCCW from time to time
within the meaning of the Companies
Ordinance (Cap.32 of the Laws of Hong
Kong)
"Trust Deed" the trust deed to be made between
PCCW-HKT Limited, Cyber-Port Limited,
Cyber-Port Management Limited, PCCW
Properties (HK) Limited, PCCW Services
Limited, Pacific Century Systems Limited,
Corporate Access (HK) Limited as settlors
and the Trustee as trustee, which deed
establishes the Share Award Scheme
"Trustee" HSBC International Trustee Limited (which
is independent and not connected with the
Company)
By Order of the Board
Fiona Nott
Company Secretary
Hong Kong, November 12, 2002
4