10:07 HGC HOLDINGS<00757> - Announcement (2) is not only consistent with the requirements of the Takeovers Code, but the Company will also gain the flexibility in managing its capital structure whilst it considers either to issue such notes or prepay the Credit Facility in the meantime. The Directors, including the Independent Non-Executive Directors, believe the varied terms to be fair and reasonable and in the interests of the Company's shareholders as a whole. In this announcement, the following expressions have the following meanings unless the context requires otherwise: "Board" the board of Directors; "Company" Hutchison Global Communications Holdings Limited, a company incorporated in Bermuda, whose shares are listed on the Main Board of the Stock Exchange; "connected person" has the meaning ascribed to that expression in the Listing Rules; "Credit Facility" the principal amount of each borrowing by the Company under the Credit Facility Agreement or the principal amount outstanding of that borrowing; "Credit Facility Agreement" the facility agreement dated 12 March 2004 and made between the Company and HIL pursuant to which HIL agreed to provide an interest-bearing facility of up to HK$1 billion in principal amount to the Company or its subsidiaries; "Directors" directors of the Company; "Facility Convertible Note" shall have the meaning ascribed to that expression in the Company's shareholders' circular dated 18 February 2004, subject to the modification that such note is to be issued to HTIHK (or as it may direct) instead of HIL, and "Facility Convertible Notes" shall be construed accordingly; "HIL" Hutchison International Limited, a wholly owned subsidiary of HWL; "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China; "HTIHK" Hutchison Telecommunications International (HK) Limited, a wholly owned subsidiary of HTIL; "HTIL" Hutchison Telecommunications International Limited, a company incorporated in the Cayman Islands, whose shares and American depositary shares are listed on the Main Board of the Stock Exchange and New York Stock Exchange, Inc. respectively; "HTIL Prospectus" the prospectus issued by HTIL dated 30 September 2004 for the global offering of its shares; "HWL" Hutchison Whampoa Limited, a company incorporated in Hong Kong, whose shares are listed on the Main Board of the Stock Exchange; "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange; "Loan Facility Assignment" the agreement dated 20 September 2004 pursuant to which HIL transferred to HTIHK all the benefit and interest of HIL in the Credit Facility (together with interest accrued in respect thereof) and the Credit Facility Agreement; "Stock Exchange" The Stock Exchange of Hong Kong Limited;