Attachment RGNL notification of

This document pretains to SCL-T/C-20111208-00032 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2011120800032_929422

KELLEY DRYE & WARREN iLcr A LIMITED LIABILITY PARTNERSHIP WASHINGTON HARBOUR, SUITE 400 NEW YORK, NY FACSIMILE CHICAGO, IL 3050 KSTREET’ NW (202) 342—8 451 sTAMFORD, CT WASH'NGTON, DC, 20007,5108 www . kelleydrye.com P A RSIP P A NY , NJ (202) 342—8 400 BRUSSELS, BELGIUVM DIRECT LINE: (202) 342—8573 AFFILIATE OFFiCES EMAIL: jgriffin@kelleydrye.com MUMBAI, INDIA 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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