Attachment RGNL notification of

This document pretains to SCL-T/C-20111208-00031 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2011120800031_929418

                                          KELLEY DRYE & WARREN iLcr
                                                   A LIMITED LIABILITY PARTNERSHIP




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                                                   December 8, 2011




   V 1iA IBFS

   Marlene Dortch
   Secretary
   Federal Communications Commission
   445—12th Street SW
   Washington, D.C. 20554

              Re:          Notification pursuant to Section 1.767(g)(7) of the Commission‘s Rules of a pro
                           forma transfer of control

                           Reach Global Networks Limited —File No. SCL—T/C—20061204—00013

   Dear Ms. Dortch:

           Reach Global Networks Limited ("RGNL"), by its attorneys, hereby notifies the
   Commission of a pro forma transaction pursuant to Section 1.767(g)(7) of the Commission‘s
   Rules. RGNL holds a cable landing license for the Japan—U.S. Cable System as granted in the
   file number captioned above.‘ This notification concerns internal corporate reorganizations
   recently undertaken by PCCW Limited ("PCCW"). RGNL is a wholly—owned subsidiary of
   Reach Ltd. ("REACH®"). Prior to these reorganizations, PCCW and Telstra Corporation Limited
   (ABN 33 051 775 556) ("Telstra") each held a 50 percent indirect ownership interest in
   REACH
         Transfer ofcontrol ofREACHfrom Pacific Century Cable Holdings Limited ("PCCH")
   to HKT Limited ("HKT"). Prior to November 7, 2011, PCCW held its ownership interests in

   1          See File No. SCL—T/C—20011220—00026 (granted 1/25/2003) (non—streamlined
              application to transfer ownership interest in Japan—U.S. Cable Network from Level 3
              Communications, Inc. to Reach Global Networks Limited).
              Telstra is not involved in, and its interests in REACH are not affected by, PCCW‘s
              corporate reorganizations. As such, no information regarding the Telstra interests in or
              ownership of REACH is provided in this notification.


   DCOLGRIFJ/463924.3


                              KELLEY DRYE & WARREN Ltr


Marlene Dortch
December 8, 2011
Page Two


REACH through a holding company, PCCH. On November 7, 2011, PCCH transferred its
ownership interests in REACH to a new holding company, HKT." HKT is a company that was
formed under the laws of the Cayman Islands and that is ultimately controlled by PCCW. As
such, the transfer of control of REACH from PCCH to HKT was a pro forma transaction under
the Commission‘s Rules.

        Transfer ofcontrol ofREACH due to the transfer ofcontrol ofHKT. On November 24,
2011, the ordinary share capital of HKT was transferred to HKT Management Limited in its
capacity as the trustee and manager for the HKT Trust, an investment holding company
organized under the laws of the Cayman Islands. HKT Management Limited, a Hong Kong
limited liability company, is in turn a direct wholly—owned subsidiary of CAS Holding No. 1
Limited ("CAS Holding"), a British Virgin Islands limited liability company which in turn is a
wholly—owned subsidiary of PCCW. This reorganization did not change the beneficial
ownership, ultimate control or management of REACH. Accordingly, this transfer of control
was also pro forma.

        Subsequent to this reorganization, on November 29, 2011, PCCW undertook a public
offering of certain share—stapled units of the HKT Trust. As a result of the offering, CAS
Holding directly (and PCCW indirectly) holds an approximate 68 percent controlling ownership
interest in the HKT Trust. As a result of additional distributions to be made to the existing
PCCW shareholders and assuming the over—allotment option granted to the international
underwriters of the public offering is exercised in full, the ownership interests of CAS Holding in
the HKT Trust may be reduced to a controlling 59.9 percent. The remaining ownership interests
of the HKT Trust are publicly held. No other person or entity holds a 10 percent or greater
ownership interest in the HKT Trust.

         Information regarding RGNL and its ownership following this transaction is provided
below.




         As appropriate, RGNL requests a waiver of the requirement that the holder of a cable
         landing license notify the FCC of a pro forma transaction within 30 days after the
         transaction is consummated. RGNL‘s failure to file this notification within the specified
         timeframe was due to the complexity of the transactions and the need to coordinate this
         filing with the related filings of PCCW. RGNL apologizes for any inconvenience
         resulting from its failure to file this notification in a timely manner.


DCO1/GRIFJ/463924.3


                              KELLEY DRYE & WARREN cir



Marlene Dortch
December 8, 2011
Page Three



(a)      The address and telephone number of RGNL:

         Reach Global Networks Limited
         20‘ Floor, Telecom House
         3 Gloucester Road
         Wan Chai, Hong Kong
         Telephone: 852—2983—3688

(b)      RGNL is a corporation that was organized under the laws of Bermuda.

(c)      Correspondence concerning this notice should be sent to:

         Martin Stone
         REACH Ltd
         20"" Floor, Telecom House
         3 Gloucester Road
         Wan Chai, Hong Kong
         Telephone: 852—2983—3688
         Fax: $52—2824—0518
         Martin.stone@reach.com

         with copy to:

         Robert J. Aamoth
         Joan M. Griffin
         KELLEY DRYE & WARREN LLP
         3050 K Street, N.W.
         Washington, D.C. 20007
         (202) 342—8400
         raamoth@kelleydrye.com
         jgriffin@kelleydrye.com




DCOL/GRIFJ/463924.3


                               KELLEY DRYE & WARREN iur


Marlene Dortch
December 8, 2011
Page Four



(d)      RGNL is a wholly—owned subsidiary of Reach Ltd. ("REACH"), an exempted company
         with limited liability that was organized under the laws of Bermuda and has the same
         address as RGNL. REACH is a provider of international telecommunications services in
         Asia and other jurisdictions. REACH is 50—percent owned by HKT Limited,* a Cayman
         Islands limited liability company that is an investment holding company. HKT Limited‘s
         address is as follows:

         HKT Limited
         P.O. Box 309
         Ugland House, Grand Cayman
         KY1—1104, Cayman Islands

         The following entities hold a 10 percent or greater ownership interest in HKT Limited.
         An ownership chart depicting the ownership structure of RGNL after the restructuring
         also is attached as Exhibit A.

         Name:                  The HKT Trust
         Address:               P.O. Box 309
                                Ugland House, Grand Cayman
                                KY1—1104, Cayman Islands
         Citizenship:           Cayman Islands
         Principal Business:    Investment holding
         Percentage Held:       HKT Trust holds directly 100 percent of the ownership interests of
                                HKT Limited.

         Name:                  HKT Management Limited
         Address:               39th Floor, PCCW Tower
                                TaiKoo Place
                                979 King‘s Road
                                Quarry Bay, Hong Kong
         Citizenship:           Hong Kong
         Principal Business:    Trustee—manager



         Telstra Holdings (Bermuda) No. 1 Limited ("Telstra Bermuda"), a wholly—owned indirect
         subsidiary of Telstra Corporation Limited (ABN 33 051 775 556) ("Telstra"), also holds
         50 percent negative ownership control of REACH. Telstra and Telstra Bermuda are not
         involved in, and their interests in REACH are not affected by, the proposed transaction.
         As such, no information regarding the Telstra interests in or ownership of REACH is
         provided in this notification.


DCOL/GRIFJ/463924.3


                               KELLEY DRYE & WARREN iLtr


Marlene Dortch
December 8, 2011
Page Five


         Percentage Held:      HKT Management Limited serves as trustee—manager of the HKT
                               Trust.

         Name:                 CAS Holding No. 1 Limited
         Address:              P.O. Box 957
                               Offshore Incorporations Centre, Road Town
                               Tortola, British Virgin Islands
         Citizenship:          British Virgin Islands
         Principal Business:   Investment holding
         Percentage Held:      CAS Holding No. 1 Limited holds directly 68 percent of the
                               ownership interests of the HKT Trust® and 100 percent of the
                               ownership interests of HKT Management Limited.

         Name:                 PCCW Limited
         Address:              38th Floor, Citibank Tower
                               Citibank Plaza
                               3 Garden Road
                               Central, Hong Kong
         Citizenship:          Hong Kong
         Principal Business:   Telecommunications
         Percentage Held:      PCCW Limited holds directly 100 percent of the ownership
                               interests of CAS Holding No. 1 Limited.

         Name:                 China Netcom Corporation (BV1T) Limited
         Address:              P.O. Box 3140
                               Wickhams Cay 1, Road Town
                               Tortola, British Virgin Islands
         Citizenship:          British Virgin Islands
         Principal Business:   Investment holding
         Percentage Held:      China Netcom Corporation (BV1T) Limited holds directly
                               approximately 18.48 percent of the ownership interests of PCCW
                               Limited.

         Name:                 China Netcom Group Corporation (BVI) Limited
         Address:              Romasco Place
                               Wickhams Cay 1, Road Town

         As a result of additional distributions to be made to existing PCCW shareholders and
         assuming the over—allotment option granted to the international underwriters of the public
         offering is exercised in full, the ownership interests of CAS Holding in the HKT Trust
         could decrease to a controlling 59.9 percent.


DCOL/GRIFJIM63924.3


                               KELLEY DRYE & WARREN ctr


Marlene Dortch
December 8, 2011
Page Six


                               Tortola, British Virgin Islands
         Citizenship:          British Virgin Islands
         Principal Business:   Investment holding
         Percentage Held:      China Netcom Group Corporation (BVI) Limited directly holds
                               100 percent of the ownership interests of China Netcom
                               Corporation (BVT) Limited.

         Name:                 China United Network Communications Group Company, Limited
         Address:              21 Jin Rong Street, Xicheng District
                               Beijing 100033, The People‘s Republic of China
         Citizenship:          The People‘s Republic of China
         Principal Business:   Telecommunications
         Percentage Held:      China United Network Communications Group Company, Limited
                               directly holds 100 percent of the ownership interests of China
                               Netcom Group Corporation (BV1T) Limited.

         Name:                 Pacific Century Regional Developments Limited
         Address:              6 Battery Road
                               #38—02 Singapore 049909
         Citizenship:          Singapore
         Principal Business:   Investment holding
         Percentage Held:      Pacific Century Regional Developments Limited beneficially holds
                               an approximate 21.29 percent interest in PCCW Limited.

         Name:                 Pacific Century Group (Cayman Islands) Limited
         Address:              Scotia Centre, 4th Floor
                               P.O. Box 2804, George Town
                               Grand Cayman, Cayman Islands
         Citizenship:          Cayman Islands
         Principal Business:   Investment holding
         Percentage Held:      Pacific Century Group (Cayman Islands) Limited beneficially
                               holds an approximate 75.26 percent interest in Pacific Century
                               Regional Developments Limited (37.76 percent of which is held
                               via Anglang Investments Limited, a wholly—owned subsidiary of
                               Pacific Century Group (Cayman Islands) Limited).




DCO/GRIFJ/M463924.3


                               KELLEY DRYE & WARREN ctr



Marlene Dortch
December 8, 2011
Page Seven



         Name:                 Pacific Century International Limited
         Address:              BCI House, Avarua
                               Rarotonga, Cook Islands
         Citizenship:          Cook Islands
         Principal Business:   Investment holding
         Percentage Held:      Pacific Century International Limited beneficially holds a 100
                               percent interest in Pacific Century Group (Cayman Islands)
                               Limited.

         Name:                 Pacific Century Group Holdings Limited
         Address:              Romasco Place, Wickhams Cay 1
                               P.O. Box 3140, Road Town
                               Tortola, British Virgin Islands
         Citizenship:          British Virgin Islands
         Principal Business:   Investment holding
         Percentage Held:      Pacific Century Group Holdings Limited beneficially holds (i) a
                               100 percent interest in Pacific Century International Limited; (ii) a
                               2.13 percent interest in PCCW Limited; and (iii) a 100 percent
                               interest in Borsington Limited, which beneficially holds an
                               approximate 0.49 percent interest in Pacific Century Regional
                               Developments Limited.

         Name:                 Ocean Star Management Limited
         Address:              Richmond House, 12 Par—la—Vllle Road
                               Hamilton, HMO8, Bermuda
         Citizenship:          Bermuda
         Principal Business:   Investment holding as trustee of unit trusts
         Percentage Held:      Ocean Star Management Limited holds directly 100 percent of the
                               issued shares of Pacific Century Group Holdings Limited as trustee
                               for The Ocean Unit Trust and The Starlite Unit Trust.

         Name:                 OS Holdings Limited
         Address:              Clarendon House, 2 Church Street
                               Hamilton, HM11, Bermuda
         Citizenship:          Bermuda
         Principal Business:   Holding company
         Percentage Held:      OS Holdings Limited holds directly 100 percent of the issued
                               shares of Ocean Star Management Limited.




DCOL/GRIFJI/463924.3


                               KELLEY DRYE & WARREN Lur



Marlene Dortch
December 8, 2011
Page Eight


         No other entity or individual holds a 10 percent or greater ownership or voting interest in
         REACH or thus in RGNL as calculated under the Commission‘s ownership attribution
         rules.

        A certification that the transaction described above was pro forma and that, together with
all previous pro forma transactions, does not result in a change in the actual controlling party is
provided in Attachment A.

         Please contact the undersigned counselif you have any questions regarding this matter.

                                                   Sincerely,




                                                       ert J. Aamoth
                                                   Joan M. Griffin
                                                   Its Attorneys




DCOL/GRIFJ/463924.3


                              After PCCW Internal Reorganization, Omitting Telstra Details
                                                        (as of December 7, 2011)

                                                      OS Holdings timited
                                                          {Bermuda)

                                                                   100%


                                              Ocean Star Management Limited
                       2en"                                (Bermuda)                                       ~ol

The Ocean Unit Trust                                                                                             The Starlite Unit Trust
       (UT1)                                                                                                             {(UT2)*
                          ~~~L            Pacific Century Group Holdings Limited                     _—~
                                                    {British Virgin Islands)
                                                                                                                             100%

                                                                   100%
                                                                                                                  Borsington Limited
                                            Pacific Century International Limited                                (British Virgin Islands)
                                                        {Cook Islands)


                                                                   100%
                                                                                                                                             0.49%
                                     Pacific Century Group (Cayman Islands) Limited                          100%
                                                     {(Cayman Islands)                                                   I
                                                                                                             Anglang Investments Limited
                                                                  37.50%                                          (British Virgin Islands)

                                                                                                 __—_____~.___) 37.76%
                                     Pacific Century Regional Developments Limited
                                                       (Singapore)




                                                                                            China United Network Communications Group
       2.13%
                                                                                            Company, Limited (People‘s Republic of China)

                                                                                                                         100%


                                                        21.29%                              China Netcom Group Corporation (BV!) Limited
                                                                                                           {British Virgin Islands)


                                                                                                                         100%


                                                                                                China Netcom Corporation {(BVI) Limited
                                                                                                           (British Virgin Islands)




                                                         PCCW Limited                                                    18.48%
                                                          (Hong Kong)




                                                  continued on next page




     *Ocean Star Management Limited holds shares in Pacific Century Group Holdings Limited as trustee for UT1 and UT2.


                                                        continued on previous page
                                                                       1
                                                                       1
                                                                       1
                                                                       U
                                                                       t
                                                                       t



                                                                PCCW Limited
                                                                 (Hong Kong)

                                                                           100%


                  100%                                   CAS Holding No. 1 Limited                —
                                                           (British Virgin Islands)           Publicly Held
HKT Management Limited                                                       68%
     (Hong Kong)*                                                                                     32%
                ______________                                  The HKT Trust
                                      i                          (Hong Kong)

                                                                             100%



                                                                HKT Limited
                                                              {Cayman Islands)

                                                                                              Telstra




                                                                                      ————
                                                                             5    9
                                                                                 0%     50%




                                                                  Reach Ltd.
                                                                  {Bermuda)



                                                                           100%



                                                      Reach Global Networks Limited
                                                                  (Bermuda)




    *HKT Management Limited is trustee and manager of the HKT Trust.


                                     ATTACHMENT A


         The undersigned hereby certifies, on behalf of Reach Global Networks Limited and with

respect to the foregoing notification of a pro forma transaction, that the statements in the

notification are true and correct to the best of my belief and are made in good faith; that the

transaction was pro forma as described in Section 63.24(a) of the Commission‘s Rules; and that

this transaction, together with all previous pro forma transactions, does not result in a change in

ultimate control.




                                      y            [(S
                                             Martin Kenneth Stone
                                             General Counsel
Date: December 7, 2011




DCO1/GRIFI/463924.1



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Document Modified: 2019-04-18 19:45:15

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