20-F 1 a40514.htm CABLE & WIRELESS
As filed with the Securities and Exchange Commission on September 20, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
As filed with the Securities and Exchange Commission on September 20, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
Commission file number: 1-10309
CABLE AND WIRELESS PUBLIC LIMITED COMPANY
(Exact name of Registrant as specified in its charter)
ENGLAND AND WALES
(Jurisdiction of incorporation or organization)
Lakeside House, Cain Road, Bracknell, Berkshire, RG12 1XL, United Kingdom
(Address of principal executive offices)
CABLE AND WIRELESS PUBLIC LIMITED COMPANY
(Exact name of Registrant as specified in its charter)
ENGLAND AND WALES
(Jurisdiction of incorporation or organization)
Lakeside House, Cain Road, Bracknell, Berkshire, RG12 1XL, United Kingdom
(Address of principal executive offices)
Panama 2005
Turnover by service
Total turnover: £257 million1. International Voice
2. Domestic Voice
3. Data
4. IP
5. Mobile
6. Other
Cable & Wireless Panama S.A. (“Cable & Wireless Panama”), a subsidiary of Cable & Wireless, is the incumbent operator and provides domestic and international voice, data and IP services to residential and business customers in Panama. Cable & Wireless Panama is the largest telecommunications company in Panama.
The telecoms market in Panama has been liberalising since 2003. International and domestic fixed line services are now fully liberalised, whilst Cable & Wireless Panama operates in a duopoly in the mobile market (with Telefonica) until 2008. Competition in fixed line voice services is concentrated in international and long distance services with 56 and 32 operators licensed in each segment, respectively. IP services have been liberalised for many years with 84 licensees.
In light of the increased competition and in line with customer demand Cable & Wireless Panama continues to focus on the development of its mobile and IP capabilities as well as maintaining high standards in customer service and retaining its market leading position in fixed line services.
In the year to March 2005, Cable & Wireless Panama continued its investment in GSM services to enable an expansion of capacity in order to meet the increase in demand for its services. Total mobile customers increased to 634,000 at 31 March 2005, an increase of 25 per cent over the prior year.
Cable & Wireless Panama has also invested in DSL services in the year. This investment has enabled the launch of a range of bundled IP solutions for business as well as an increase in access for residential customers. At the 31 March 2005, DSL customer numbers were 38,000 an increase of over 123 per cent in the year.
During the year to March 2005, Cable & Wireless Panama has continued to focus on retaining its market leading position in fixed line. Activities have focused on customer service improvement and customer retention. Fixed line customers in Panama have increased from 360,000 at 31 March 2004 to 383,000 at 31 March 2005.
The telecoms market in Panama has been liberalising since 2003. International and domestic fixed line services are now fully liberalised, whilst Cable & Wireless Panama operates in a duopoly in the mobile market (with Telefonica) until 2008. Competition in fixed line voice services is concentrated in international and long distance services with 56 and 32 operators licensed in each segment, respectively. IP services have been liberalised for many years with 84 licensees.
In light of the increased competition and in line with customer demand Cable & Wireless Panama continues to focus on the development of its mobile and IP capabilities as well as maintaining high standards in customer service and retaining its market leading position in fixed line services.
In the year to March 2005, Cable & Wireless Panama continued its investment in GSM services to enable an expansion of capacity in order to meet the increase in demand for its services. Total mobile customers increased to 634,000 at 31 March 2005, an increase of 25 per cent over the prior year.
Cable & Wireless Panama has also invested in DSL services in the year. This investment has enabled the launch of a range of bundled IP solutions for business as well as an increase in access for residential customers. At the 31 March 2005, DSL customer numbers were 38,000 an increase of over 123 per cent in the year.
During the year to March 2005, Cable & Wireless Panama has continued to focus on retaining its market leading position in fixed line. Activities have focused on customer service improvement and customer retention. Fixed line customers in Panama have increased from 360,000 at 31 March 2004 to 383,000 at 31 March 2005.
Claim against the Minister of Finance and Economy, Panama
On 16 December 2002, a complaint was filed by two Panamanian lawyers exercising a public action at the Third Chamber of the Supreme Court of Justice of Panama questioning the law governing and rules of Public Bid No. 06 96 won by INTEL, S.A. (now Cable & Wireless Panama, S.A.). Complaints filed at the Third Chamber of the Supreme Court of Justice must be filed against the public officer who enacted the relevant regulation or act. This complaint was filed against the Minister of Finance and Economy in Panama specifically alleging that the Operating Agreement executed between Cable and Wireless (CALA Management Services) Limited and INTEL, S.A. (now Cable & Wireless Panama, S.A.) as part of the privatisation agreements was null and void ab initio, on the grounds that it had not been published in the Official Gazette in Panama.
The Operating Agreement enables Cable & Wireless Panama, S.A. to use the technical and management know-how of Cable and Wireless (CALA Management Services) Limited to fulfil more effectively its obligations under the concession granted to it by the Government of Panama to install, operate and exploit telecommunication services in Panama. Cable & Wireless Panama, S.A., due to its close interest in the outcome of the complaint, requested recognition by the Court and permission to participate in the proceedings. The Court agreed to this.
On 21 March 2003, the Court permitted the claim to proceed. Cable & Wireless Panama, S.A. filed an appeal against the admission of the claim to proceed, however the Court confirmed its decision to permit the claim to proceed on 17 March 2004.
As required by Panamanian law, the Administrations General Attorney has provided an opinion to the Court in defence of the law or regulation, which is the subject of the complaint. The Administrations General Attorney has opined that the Operating Agreement complied with all the requirements established by the law and by the rules of Public Bid No. 06 96 and was countersigned by the General Comptroller acting with due authorisation.
On 1 April 2005, Cable & Wireless Panama, S.A. tendered its response to the claim and submitted evidence for consideration by the Court. The plaintiff has requested that the effect of the Operating Agreement be suspended temporarily – an issue which the Court rejected on 10 March 2005. On 7 September 2005, the submission of evidence before the Court was completed. The Court is currently waiting to hear closing arguments.
The Operating Agreement enables Cable & Wireless Panama, S.A. to use the technical and management know-how of Cable and Wireless (CALA Management Services) Limited to fulfil more effectively its obligations under the concession granted to it by the Government of Panama to install, operate and exploit telecommunication services in Panama. Cable & Wireless Panama, S.A., due to its close interest in the outcome of the complaint, requested recognition by the Court and permission to participate in the proceedings. The Court agreed to this.
On 21 March 2003, the Court permitted the claim to proceed. Cable & Wireless Panama, S.A. filed an appeal against the admission of the claim to proceed, however the Court confirmed its decision to permit the claim to proceed on 17 March 2004.
As required by Panamanian law, the Administrations General Attorney has provided an opinion to the Court in defence of the law or regulation, which is the subject of the complaint. The Administrations General Attorney has opined that the Operating Agreement complied with all the requirements established by the law and by the rules of Public Bid No. 06 96 and was countersigned by the General Comptroller acting with due authorisation.
On 1 April 2005, Cable & Wireless Panama, S.A. tendered its response to the claim and submitted evidence for consideration by the Court. The plaintiff has requested that the effect of the Operating Agreement be suspended temporarily – an issue which the Court rejected on 10 March 2005. On 7 September 2005, the submission of evidence before the Court was completed. The Court is currently waiting to hear closing arguments.
Panamanian counsel considers this claim to be without merit and none of Cable and Wireless plc, Cable & Wireless Panama, S.A. or Cable and Wireless (CALA Management Services) Limited is party to the complaint. If the complaint were to be successful, the concession under which Cable & Wireless Panama, S.A. operates would not be affected. However the Operating Agreement could be declared null and void and then the complainants could file a complaint against Cable and Wireless (CALA Management Services) Limited requiring the return of all management fees collected under the agreement since its execution on 20 May 1997. This would amount to approximately £60 million. In the event that this complaint should be successful, Cable & Wireless and its subsidiaries intend to vigorously pursue any legal recourse available to them.
Telecarrier Inc. vs. Cable & Wireless Panama, S.A.
On 5 May 2004, Telecarrier Inc. lodged a claim in the Sixth Circuit Civil Court of Panama alleging non-compliance by Cable & Wireless Panama, S.A. (“Cable & Wireless Panama”) with the Interconnection Agreement between the parties in connection with the invoicing and collection process. Telecarrier Inc. requested the Court to order the continued provision of a pre-determined billing and charging process and to prevent Cable & Wireless Panama from using an alternative process. They also claimed US$18 million (£9.6 million) damages and costs.
On 9 September 2004, Cable & Wireless Panama submitted a defence to the claim and on 30 December 2004, the parties presented a petition for suspension of the process for a period of 45 days to allow them to negotiate with each other. In a resolution dated 30 December 2004, the Court admitted the petition and negotiations with the plaintiff were initiated. The suspension period has expired. Negotiations between Cable & Wireless Panama and Telecarrier Inc. concluded and no agreement was reached. The Court re-opened proceedings on 13 May 2005. The process is pending the submission of evidence to the Court. On 25 August 2005, Telecarrier Inc. petitioned the Court to join the unjust enrichment claim brought by Cable & Wireless Panama with its non-compliance claim against Cable & Wireless Panama discussed above.
In a separate action, on 25 August 2004, Cable & Wireless Panama lodged a claim against Telecarrier Inc. in the Seventeenth Circuit Civil Court of Panama claiming unjustified enrichment by Telecarrier Inc. through the use of Cable & Wireless Panama’s fixed telephone network to allow the rerouting of traffic for internet public use. Cable & Wireless Panama is claiming US$14 million (£7.5 million).
The claim was admitted by the Court on 2 September 2004. On 23 December 2004, the parties agreed to suspend the process for a period of 30 days to allow for a period of negotiation – a move endorsed by the Court on 23 December 2004. Negotiations between Cable & Wireless Panama and Telecarrier Inc. concluded and no agreement was reached. The proceedings are pending the submission of evidence before the Court.
On 9 September 2004, Cable & Wireless Panama submitted a defence to the claim and on 30 December 2004, the parties presented a petition for suspension of the process for a period of 45 days to allow them to negotiate with each other. In a resolution dated 30 December 2004, the Court admitted the petition and negotiations with the plaintiff were initiated. The suspension period has expired. Negotiations between Cable & Wireless Panama and Telecarrier Inc. concluded and no agreement was reached. The Court re-opened proceedings on 13 May 2005. The process is pending the submission of evidence to the Court. On 25 August 2005, Telecarrier Inc. petitioned the Court to join the unjust enrichment claim brought by Cable & Wireless Panama with its non-compliance claim against Cable & Wireless Panama discussed above.
In a separate action, on 25 August 2004, Cable & Wireless Panama lodged a claim against Telecarrier Inc. in the Seventeenth Circuit Civil Court of Panama claiming unjustified enrichment by Telecarrier Inc. through the use of Cable & Wireless Panama’s fixed telephone network to allow the rerouting of traffic for internet public use. Cable & Wireless Panama is claiming US$14 million (£7.5 million).
The claim was admitted by the Court on 2 September 2004. On 23 December 2004, the parties agreed to suspend the process for a period of 30 days to allow for a period of negotiation – a move endorsed by the Court on 23 December 2004. Negotiations between Cable & Wireless Panama and Telecarrier Inc. concluded and no agreement was reached. The proceedings are pending the submission of evidence before the Court.
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KPMG Audit Plc
Chartered Accountants
Registered Auditor
London
http://www.sec.gov/Archives/edgar/data/854088/000095011705003744/a40514.htm#bk28
Cable & Wireless Public Limited Co · 20-F · For 3/31/03
20-F · Annual Report of a Foreign Private Issuer
Litigation with Cibertec International, S.A. and Inversiones Kamasu, S.A.
Cibertec International, S.A. and Inversiones Kamasu, S.A. initiated proceedings against Cable & Wireless Panama, S.A. and Cable and Wireless (CALA Management Services) Limited in Panama on 29 October 1999. The claim is for approximately US$125 million and alleges breach of contract. On 18 November 2002, the Panamanian Circuit Court handed down a decision against Cable & Wireless Panama, S.A. awarding damages of US$67,255,000, including moral damages and costs. The Court decided that Cable & Wireless Panama, S.A. had failed to maintain in sufficient confidence certain of the proprietary information of the plaintiffs.
Cable & Wireless Panama, S.A. appealed the judgement on 3 December 2002 and intends to pursue this appeal vigorously. Pending the resolution of its appeal, Cable & Wireless Panama, S.A. is not obliged to pay, and has not paid, any of the awards against it.
http://www.secinfo.com/dV59z.2Ma.htm
