6-K 1 u99508e6vk.txt THE WHARF (HOLDINGS) LIMITED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE MONTH OF JANUARY 2005 (Commission File No. 33-84952-02) THE WHARF (HOLDINGS) LIMITED (Translation of registrant's name in English) 16TH FLOOR, OCEAN CENTRE HARBOUR CITY, CANTON ROAD KOWLOON, HONG KONG (852) 2118 8118 (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 ----- ----- (THE WHARF (HOLDINGS) LIMITED LOGO) THE WHARF (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: 4 RESIGNATION OF EXECUTIVE DIRECTOR -------------------------------------------------------------------------------- The Wharf (Holdings) Limited announces that Mr. David J. Lawrence has resigned as an executive director of the Company effective from 27th January, 2005. -------------------------------------------------------------------------------- The Wharf (Holdings) Limited (the "Company"; together with its subsidiaries, the "Group") announces that as a result of an internal re-allocation of executives' responsibilities within the Wheelock and Company Limited (of which the Company is an associate) group of companies and the Group, Mr. David J. Lawrence has resigned as an executive director and as a director of the Company effective from 27th January, 2005. Following his resignation as a director of the Company, Mr. Lawrence will continue to serve on the boards of directors of Wheelock and Company Limited and some of its subsidiaries. Mr. Lawrence has confirmed that he has no disagreement with the board of directors of the Company (the "Board") and there is no matter which need to be brought to the attention of the shareholders of the Company in respect of his resignation. After the resignation of Mr. Lawrence, the Board comprises Mr. Peter K. C. Woo, Mr. Gonzaga W. J. Li, Mr. Stephen T. H. Ng, Mr. Paul M. P. Chan, Professor Edward K. Y. Chen, Mr. Paul M. F. Cheng, Dr. Raymond K. F. Ch'ien, Mr. Erik B. Christensen, The Hon. Vincent K. Fang, Mr. Hans Michael Jebsen, Mr. Christopher P. Langley, Mr. Quinn Y. K. Law, Ms. Doreen Y. F. Lee, Mr. T. Y. Ng and Mr. James E. Thompson. For THE WHARF (HOLDINGS) LIMITED Wilson W. S. Chan Company Secretary Hong Kong, 27th January, 2005 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. THE WHARF (HOLDINGS) LIMITED - WHARF Date: January 28, 2005 By: /s/ Wilson Chan -------------------------------- Name: Wilson Chan Title: Company Secretary

UNAUDITED Unaudited 30/06/2004 30/06/2003 Note HK$ MILLION HK$ Million ---- ----------- ----------- Turnover 2 5,739 5,463 Direct costs and operating expenses (1,975) (1,989) Selling and marketing expenses (271) (244) Administrative and corporate expenses (280) (264) ----------- ----------- Operating profit before depreciation, amortisation, interest and tax 3,213 2,966 Depreciation and amortisation (693) (598) ----------- ----------- Operating profit 2 2,520 2,368 Borrowing costs 3 (131) (305) Share of profits less losses of associates 4 146 54 ----------- ----------- Profit before taxation 2,535 2,117 Taxation 5(c) (465) (470) ----------- ----------- Profit after taxation 2,070 1,647 Minority interests (390) (338) ----------- ----------- Profit attributable to shareholders 1,680 1,309 =========== =========== Interim dividend proposed after the balance sheet date 6 802 802 =========== =========== Earnings per share Basic 7 HK$0.69 HK$0.53 =========== =========== Diluted 7 HK$0.69 HK$0.53 =========== =========== Interim dividend per share 6 32.75 CENTS 32.75 cents =========== ===========

SEGMENT REVENUE SEGMENT RESULTS ------------------------ ------------------------ 30/06/2004 30/06/2003 30/06/2004 30/06/2003 HK$ MILLION HK$ Million HK$ MILLION HK$ Million ----------- ----------- ----------- ----------- Property investment 2,241 2,092 1,554 1,448 ----- ----- ----- ----- Hong Kong 1,793 1,805 1,406 1,430 China 106 90 35 28 Hotels 342 197 113 (10) ----- ----- ----- ----- Communications, media and entertainment ("CME") 1,931 1,748 223 199 ----- ----- ----- ----- Pay television 920 844 235 210 Internet and multimedia 232 193 (27) (48) ----- ----- ----- ----- i-CABLE (before 1,152 1,037 208 162 Unallocated items) Telecommunications 674 615 11 19 Others 105 96 4 18 ----- ----- ----- ----- Logistics 1,515 1,532 831 854 ----- ----- ----- ----- Terminals 1,335 1,367 774 820 Others 180 165 57 34 ----- ----- ----- ----- 5,687 5,372 2,608 2,501 Property development 73 102 12 (13) Investment and others 118 114 20 15 Inter-segment revenue (Note) (139) (125) -- -- ----- ----- ----- ----- 5,739 5,463 2,640 2,503 ===== ===== Unallocated income and expenses (120) (135) ----- ----- Operating profit 2,520 2,368 Borrowing costs (131) (305) Associates Property development 113 44 Terminals 33 8 Others -- 2 ----- ----- Profit before taxation 2,535 2,117 ===== =====

30/06/2004 30/06/2003 HK$ MILLION HK$ Million ----------- ----------- Property investment 40 49 CME 95 68 Logistics 1 6 Investment and others 3 2 --- --- 139 125 === ===

30/06/2004 30/06/2003 HK$ MILLION HK$ Million ----------- ----------- charging :- Depreciation - assets held for use under operating leases 40 40 - other assets 545 494 Amortisation of prepaid expenses and programming library 83 53 Amortisation of goodwill 25 11 Staff costs, including retirement scheme costs HK$38 million (2003: HK$45 million) 1,048 989 Auditors' remuneration Audit services 4 4 Other services 1 1 Cost of properties sold during the period 53 104 and crediting :- Rental income less direct outgoings, including contingent rentals HK$73 million (2003: HK$47 million) 1,517 1,516 Interest income 23 60 Dividend income from listed investments 38 31 Dividend income from unlisted investments 49 29 ===== =====

30/06/2004 30/06/2003 HK$ Million HK$ Million ----------- ----------- Interest on : Bank loans and overdrafts 41 207 Other loans repayable within five years 51 75 Other borrowing costs 51 55 --- --- 143 337 Less: Amount capitalised (12) (32) --- --- Net borrowing costs for the period 131 305 === ===

30/06/2004 30/06/2003 HK$ Million HK$ Million ----------- ----------- Current tax - Hong Kong profits tax Tax for the period 339 377 Underprovision in respect of prior years 66 18 --- --- 405 395 --- --- Current tax - overseas taxation Tax for the period 1 -- Overprovision in respect of prior years (9) -- --- --- (8) -- --- --- Deferred tax Origination and reversal of temporary differences 56 (25) Effect of increase in tax rate on deferred tax -- 99 --- --- 56 74 --- --- Associates 12 1 --- --- 465 470 === ===

30/06/2004 30/06/2003 HK$ MILLION HK$ Million ----------- ----------- Proposed after the balance sheet date:- 32.75 cents (2003: 12 cents) per share 802 294 Distribution in specie in the form of shares in i-CABLE Communications Limited ("i-CABLE shares") equivalent to 20.75 cents per share -- 508 --- --- 802 802 === ===

Per share --------- Book net asset value at June 30, 2004 HK$21.46 Add adjustments for:- Modern Terminals - based on the previous average transaction prices 2.15 i-CABLE - based on market value at June 30, 2004 (@HK$2.98 p.s.) 1.17 -------- Adjusted net asset value per share at June 30, 2004 HK$24.78 ========

Capital Commitments as at June 30, 2004 ------------------------------- Business Unit/Company Capital Authorised Authorised Expenditure And But not for 1-6/2004 Contracted for Contracted for HK$ Million HK$ Million HK$ Million ----------- ----------- ------------- Property investments/others China 20 140 998 Harbour City 38 82 213 Other properties 17 23 -- --- ----- ----- 75 245 1,211 Wharf T&T 118 105 74 --- ----- ----- 193 350 1,285 Modern Terminals (55.3% owned) 290 610 841 i-CABLE (67.1% owned) 291 548 208 --- ----- ----- 774 1,508 2,334 === ===== ===== At December 31, 2003 1,099 1,419 ===== =====

30/6/2004 ------------------------------------------------ Available Total Undrawn Facility Debt Facility HK$ HK$ HK$ Debt Maturity Billion Billion Billion ------------- ------- ------- ------- Company and wholly-owned Subsidiaries Committed facilities Repayable within 1 year 3.5 3.5 20% -- Repayable between 1 to 2 years 2.4 2.4 14% -- Repayable between 2 to 3 years 3.5 3.5 20% -- Repayable between 3 to 4 years 0.7 0.7 4% -- Repayable between 4 to 5 years 4.5 3.5 20% 1.0 Repayable after 5 years 3.9 1.5 9% 2.4 ---- ---- --- --- 18.5 15.1 87% 3.4 Uncommitted facilities 2.3 0.4 2% 1.9 ---- ---- --- --- 20.8 15.5 89% 5.3 Non wholly-owned subsidiaries - Committed and uncommitted Modern Terminals Limited 2.9 1.6 8% 1.3 i-CABLE Communications Limited 0.6 -- -- 0.6 Others 0.6 0.5 3% 0.1 ---- ---- --- --- 24.9 17.6 100% 7.3 ==== ==== === === - Secured 0.7 0.5 3% 0.2 - Unsecured 24.2 17.1 97% 7.1 ---- ---- --- --- Total 24.9 17.6 100% 7.3 ==== ==== === ===

HK$ Billion ----------- Hong Kong dollar 12.5 United States dollar (swapped into Hong Kong dollars) 5.0 Renminbi 0.1 ---- 17.6 ====

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