THE HONG KONG TAKEOVERS CODE THE HONG KONG TAKEOVERS CODE
Ashley Alder (Partner)
Jason Sung (Partner)
Victor Ding (Senior Associate)微信朋友圈说说
Victor Ding(Senior Associate)
13 May, 2011
Takeover under the HK Rules?
•Acquisition (or consolidation) of control of
- a public company in Hong Kong or
- a company with a primary listing of equity curities in Hong
Kong
•Will be governed by the Takeovers Code (and the HKSE Listing Rules and SFO)
•Control = 30% or more of voting rights
1
男蛇女猪
生炸排骨的做法The Takeovers Code
•Is the core rule book
•Is administered day to day by the Executive and policed by the Takeovers Panel
•Is underpinned by ten General Principles
I i t t d i d ith th ‘i it’ll th ‘l tt ’•Is interpreted in accordance with the ‘spirit’ as well as the ‘letter’•Special emphasis on responsibility and resources of Financial 2
y全字成语
Advirs –Introduction, para 1.7. Relevant to 1) Corporate Finance Advice, and 2) Compliance
Voluntary takeover offer
y
•Offeror able to impo conditions to its Offer
Off bl i di i i Off
何培
•Offeror able to choo nature of Offer consideration
•The only method of structuring an offer which is conditional on achieving 100% privatisation and delisting of a target
achieving100%privatisation and delisting of a target
和风送暖3爱的教育读后感500字
出水芙蓉电影
Mandatory takeover offer
•Acquisitions triggering mandatory bid: 30% control threshold / 2% control creeper
“creeper”
•Only condition permissible is acquisition of 50% of Target voting rights •Offer must be in cash/full cash alternative
Offer must be in cash/full cash alternative
•Concert parties
t d t di f l i f l t ti l -agreement or understanding, formal or informal, to actively co-operate to obtain or consolidate control through the acquisition of
voting rights
-includes a ‘nod or a wink’
-Inadvertent mandatory bids
•Merdeka Resources –ca study
•China Oriental –ca study
4
