Hong Kong. Winston & Strawn
|
|
- Catherine McDaniel
- 6 years ago
- Views:
Transcription
1 Hong Kong Winston & Strawn 1. What has been the general level of M&A activity over the last 12 months in your jurisdiction? What were the most notable mergers and acquisitions during that period? According to the research of MergerMarket, for the year 2012, there were over 760 M&A transactions in Hong Kong and China. The aggregate transaction value of 2012 increased by 4.7 per cent to US$144.9 billion as compared to Outbound crossborder M&A transactions remained strong in 2012 with the transaction value amounting to US$64.6 billion. Inbound activity, however, experienced a 20 per cent decline compared with 2011, slipping to US$25.3 billion. Tops deals in 2012, in terms of their transactional value, include the acquisition of per cent stake in Ping An Insurance Company by Charoen Pokphand Group Co Ltd and the acquisition of CDMA network assets in China Telecommunications Corporation by China Telecom Corporation Ltd. In 2012, there were four privatisation transactions involving listed companies in Hong Kong, including Little Sheep Group Ltd, Zhengzhou China Resources Gas Co Ltd, Samling Global Ltd and Alibaba.com Ltd. According to the HKEx Fact Book 2012, 17 Hong Kong listed companies, including Far East Global Group Ltd, Frasers Property (China) Ltd and Hang Ten Group Holdings Ltd underwent takeovers and mergers in that year. 2. What are the most common methods for acquiring or merging with a public company in your jurisdiction? Acquisitions of public companies in Hong Kong are commonly structured as a takeover offer or a scheme of arrangement. Voluntary or Mandatory Takeover Offer One of the common methods used for obtaining control of a public company in Hong Kong, if considered fit for commercial reasons, is to make a voluntary offer to acquire the shares held by the shareholders of the target public company (hereinafter known as the target company ) pursuant to the Code on Takeovers and Mergers (the Takeovers Code) of the Securities and Futures Commission of Hong Kong (SFC). If the offer is accepted, the offeror will obtain the majority control of the target company. Subject to certain restrictions, the consideration for the offer can be in cash or in securities, or a combination of both. Under the Takeovers Code, there are certain events the occurrence of which will require a person or persons to make a mandatory offer to the shareholders of the target company to acquire all the shares of the target company s shareholders. This requirement to make a mandatory offer will arise if : 1. A person (and the persons acting in concert) acquires 30 per cent or more of the voting rights in the target company, whether through a single or a series of transactions; or 2. A person (and the persons acting in concert) holding not less than 30 per cent, but not 117
2 LEXISNEXIS MERGERS & ACQUISITIONS LAW GUIDE 2015 more than 50 per cent of the voting rights in the target company, and that person (and the persons acting in concert) acquires voting rights in the target company, which has the effect of increasing such person(s) s percentage holding in the target company by more than two per cent from the lowest percentage holding of that person(s) in the 12-month period ending on and inclusive of the date of the relevant acquisition. The consideration of a mandatory offer must be in cash or be accompanied by a cash alternative at not less than the highest price paid for by the offeror, or any person acting in concert with it, for shares carrying voting rights during the offer period and within the six-month prior to the commencement of the offer period. Scheme of Arrangement Apart from voluntary and mandatory takeovers, the Hong Kong Companies Ordinance (the CO ) provides for a court-sanctioned scheme of arrangement, which can be undertaken by listed companies that wish to undergo corporate reorganisation or privatisation. A scheme of arrangement usually involves the controlling shareholder(s) of the listed target company acquiring the shares of the minority shareholders, which is usually called a transfer scheme, followed by an application to the Hong Kong Stock Exchange (the SEHK) to de-list the company. Apart from such acquisition, a scheme of arrangement may be effected through the cancellation of the existing shares of the minority shareholders and issuance of new shares to the controlling shareholder of the target company. This is sometimes referred to as a cancellation scheme. If the scheme of arrangement is effected by way of a transfer scheme, stamp duty will be payable for the sale and purchase of shares. The implications of Hong Kong stamp duty are further elaborated in Question 8 below. If a scheme of arrangement is proposed, the Hong Kong court, upon the application of the listed company, may order to convene a general meeting of all shareholders to consider, and if thought fit, approve the proposal. Under the CO and the Takeovers Code, which also applies to schemes of arrangement, a scheme of arrangement can only take effect if: 1. A majority in number representing 75 per cent in value of the disinterested shareholders present and voting either in person or by proxy at the meeting have approved the scheme; 2. The number of votes cast against the scheme at the meeting is not more than 10 per cent of the votes attaching to all disinterested shares; and 3. The court approves the scheme. 3. What are the key laws and regulation that govern mergers and acquisitions in your jurisdiction? The Hong Kong Companies Ordinance The CO is the main legislation governing M&A transactions in Hong Kong. Under the CO, all Hong Kong incorporated companies and overseas companies registered under Part XI of the CO must comply with the requirements applicable to such transactions. The Securities and Futures Ordinance (SFO) Bidders in takeover transactions will have to consider the implications of the requirements under the disclosure of interests regime under Part XV of the SFO. The statute imposes filing obligations on persons who acquire five per cent or more of interests in shares, whether voting or non-voting, of a Hong Kong listed company. Filings are required to be made for subsequent changes to such interests. Stricter obligations are imposed on directors of listed companies, who are required to report all their interests in shares held in the listed companies. 118
3 HONG KONG The SFO further prohibits any insider dealings and other forms of market misconduct. transaction and if any exemption applies. The Takeovers Code Takeovers, mergers and schemes of arrangement involving public companies in Hong Kong are primarily regulated by the Takeovers Code, which aims to ensure all shareholders affected by the takeover or merger are treated equally. The Takeovers Code applies to offers, including partial offers, offers by a parent company to acquire shares of its subsidiary, and certain other transactions where control of a company is obtained or consolidated for the purpose of a takeover or merger of companies regulated by the code. The Takeovers Code sets down the standards of commercial conduct and behavior acceptable in the situation of a takeover or merger. Whilst the Takeovers Code does not have the force of law, the Executive Director of the Corporate Finance Division of the SFC (hereinafter known as the executive ) has the power to refer matters for ruling to the Committee of the SFC (hereinafter known as the Panel ) and institute disciplinary proceedings if it considers that there has been a breach of either the Takeovers Code or a ruling of the executive or the Panel, upon investigation. The Listing Rules All Hong Kong listed companies are required to comply with the Rules Governing the Listing of Securities (Listing Rules) of the SEHK, depending on whether it is listed on the Main Board or the Growth Enterprise Market (GEM). As such, if the acquirer is a Hong Kong listed company, apart from the CO and the Takeovers Code, it should comply with the relevant Listing Rules of the SEHK. For instance, if the acquisition would constitute a notifiable transaction under the Listing Rules, the acquirer listed company must comply with the relevant announcement, reporting and shareholders approval requirements, depending on the size of the 4. What are the government regulators and agencies that play key roles in mergers and acquisitions? The Securities and Futures Commission (SFC) The SFC is an independent statutory body to regulate securities and futures markets in Hong Kong. It aims to ensure orderly securities and futures market operations and protect investors. The SFC is empowered by the SFO to conduct investigative, remedial and disciplinary actions against possible breaches. The functions of the SFC include: 1. Setting market regulations, investigating breaches of such rules and market misconduct and taking appropriate enforcement actions; 2. Administering the Codes on Takeovers and Mergers and Share Repurchases of the SFC; 3. Overseeing regulations governing takeovers and mergers of public companies and the SEHK s regulation of listing matters; and 4. Promoting investor education in relation to market operations, the investment risks involved and investor rights and obligations. The Stock Exchange of Hong Kong Limited (SEHK) The SEHK, a wholly-owned subsidiary of HKEx, operates and maintains the stock market in Hong Kong. It is a recognised exchange company under the SFO and is the primary regulator of stock exchange participants, including companies listed on the Main Board and GEM. The SEHK works closely with the SFC in regulating listed issuers and administers listing, trading and clearing rules. 119
4 LEXISNEXIS MERGERS & ACQUISITIONS LAW GUIDE Are hostile bids permitted? Hostile bids are offers to purchase shares in the company not pursuant to any agreements, nor any co-operation with the target company. Although hostile bids are allowed in Hong Kong, they are rare since most listed companies in Hong Kong are either family-controlled or held by a single group of controlling shareholders. The hostile pre-conditional takeover bid jointly made by ENN Energy Holdings Limited and China Petroleum & Chemical Corporation against China Gas Holdings in December 2011, although unsuccessful, may be the first unsolicited takeover bid in Hong Kong. 6. What laws may restrict or regulate certain takeovers and mergers, if any? (For example, anti-monopoly or national security legislation). Generally speaking, there are no restrictions on foreign investments in Hong Kong or restricted levels of foreign ownership of Hong Kong companies in Hong Kong, save for certain industry-specific restrictions which are applicable to a particular industry. Those industries include telecommunication, television and radio broadcasting, banking and securities and insurance. In addition, there are neither foreign-exchange regulations in Hong Kong, nor any restrictions or tax withholding imposed on repatriation of capital or remittance of profits or dividends to or from a Hong Kong company and its shareholders. The Hong Kong Competition Ordinance, which is expected to be enforced in either late 2013 or early 2014 may have implications to future takeover transactions. Briefly speaking, the Ordinance regulates anti-competitive agreements and instances of abuse of market power. 7. What documentation is required to implement these transactions? The principal transactional documentation involved in a simple sale and purchase of shares of a Hong Kong company typically includes: 1. A confidentiality letter in which the parties undertake to keep confidential any information relating to the transaction and the counterparties; 2. A sale and purchase agreement which records the terms and conditions of the transaction, and usually includes representations and warranties regarding the business and the company to be acquired; 3. A disclosure letter under which a seller makes disclosures against the representations and warranties given by it to the purchaser under the sale and purchase agreement; and 4. An instrument of transfer and bought and sold notes for the sale shares. For transactions which constitute takeovers transactions under the Takeovers Code, the announcement and circular and offering documentation requirements will apply. 8. What government charges or fees apply to these transactions? Pursuant to the Stamp Duty Ordinance of Hong Kong, stamp duty on the sale or purchase of any Hong Kong stock, which includes shares of a company listed in Hong Kong, is subject to stamp duty of a total of 0.2 per cent of either the amount of the consideration paid or of its value of such shares, whichever is higher. Therefore, stamp duty will apply if the offeror takes over the target company by way of acquiring shares of the minority shareholders. However, stamp duty is not applicable to cancellation of existing shares or issuance of new shares. 120
5 HONG KONG The Securities and Futures (Fees) Rules under the SFO and the Takeovers Code have prescribed certain fees which are payable to the SFC in relation to takeovers transactions. Application fees are payable to the SFC when a party would like to seek a formal ruling as to the application of the Takeovers Code from the executive. A fee is payable for the review of any rulings of the executive. However, no fees are required for any initial consultations with the executive, whose views however, will be preliminary and non-binding on the executive. 10. Do directors and controlling shareholders owe a duty to the stakeholders in connection with a deal? Broadly speaking, directors owe fiduciary duties and the duty of skill, care and diligence towards the shareholders of the company. The source of these duties mainly comes from common law, the company s constitutional documents and other guidance materials issued by the regulatory authorities. According to the Companies Registries Guide on Directors Duties, directors have duties: 9. What sources of information are available in the public domain? To conduct due diligence over the shares and affairs of the target company, the following information will be obtainable in the public domain: 1. Corporate filings records maintained at the Hong Kong Companies Registry; 2. Information relating to real properties owned and leased by the target company in Hong Kong which is registered with the Land Registry of Hong Kong; 3. Intellectual property rights which are registered with the Trade Marks Registry of Hong Kong; 4. Information relating to legal proceedings in Hong Kong which can be searched at the Hong Kong Courts; 5. Bankruptcy and compulsory winding-up searches which can be carried out at the Official Receiver s Office of Hong Kong; and 6. If the Target Company is a listed company in Hong Kong: a. Announcements, reports and circulars published under the relevant Listing Rules; and b. The disclosure of interest in shares pursuant to the SFO. 1. To act in good faith for the benefit of the company as a whole; 2. To use powers for a proper purpose for the benefit of the members as a whole; 3. To avoid conflicts between personal interests and interests of the company; 4. Not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law; 5. Not to accept personal benefit from third parties conferred cause of his position as a director; and 6. To observe the company s Memorandum and Articles of Association and Resolutions. If there are possible conflicts between a director s personal interests and the interests of the company (for instance, if the director is connected to the offeror), such director is required to make proper disclosure of his interests. The Listing Rules prohibit any director who has a material interest in the transaction from being included in the quorum of the relevant board meeting and must abstain from voting on the relevant resolutions. Under r 2 of the Takeovers Code, when the target company receives an offer or is approached with a proposed offer, the board of directors of the target company is required to establish an independent 121
6 LEXISNEXIS MERGERS & ACQUISITIONS LAW GUIDE 2015 committee to make recommendations as to the fairness and reasonableness of the offer, and the acceptance or voting thereof. The independent committee shall comprise all non-executive directors who have no direct or indirect interest in any offer or possible offer other than as a shareholder of the target company. The board is required to retain a competent independent financial advisor to advise the independent committee on these matters. The appointment of such independent financial advisor must have been first approved by the independent committee. The written advice of the independent financial advisor and the reasons thereof must be provided to the shareholders by inclusion in the offeree board circular along with the recommendations of the independent committee with respect of the offer. 11. In what circumstances is break-up fees payable by the target company? the offer document. All documents relevant to the arrangement will be required to be put on display for public inspection. 12. Can conditions be attached to an offer in connection with a deal? All offers, with the exception of a partial offer, must at least be conditional upon the offeror (and persons acting in concert with it) receiving acceptances of share purchases that, in aggregate with any existing or future shares held, will confer the offeror with over 50 per cent of the voting rights of the company, save where the executive approves otherwise. The level of acceptance of shares may be set higher than 50 per cent in a voluntary offer, but no offers should be made subject to conditions which are in the control of the offeror, thus allowing it to easily withdraw the offer. Mandatory offers, however, cannot be subject to any other conditions. A break-fee arrangement is commonly seen in takeovers and mergers transactions involving companies listed in Hong Kong. Under such an arrangement, the offeror (or a potential offeror) would enter into an agreement with the target company, pursuant to which a cash sum will be payable by the target company if certain specified events occur that would have the effect of preventing the offer from proceeding or causing it to terminate. The Takeovers Code does not prohibit break-fee arrangements, but requires that they must be de minimis, which value should normally be under one per cent of the offer value. The board of directors of the target company and its financial advisor must confirm to the executive in writing that each holds the opinion that the arrangement is in the best interest of the target company. Any such arrangement must be fully disclosed in the announcement of the offeror of its firm intention to make an offer, and the terms of the arrangement must be disclosed in If the potential bidder does not wish to commit itself to making a firm offer, it may make an announcement of a possible offer. If a preconditional offer announcement is made, the executive must be consulted in advance and the announcement must state whether the preconditions are waivable or not. 13. Can minority shareholders be squeezed out? If so, what procedures must be observed? If a takeovers offer is made, it is likely that not all minority shareholders of the target company would accept the offer. In such circumstances, according to the CO, if the offeror (and persons acting in concert with it) is able to secure not less than 90 per cent in value or more of the disinterested shares for which the offer was made within four months of posting of the initial offer document, the offeror is entitled to serve notice on the dissenting minority shareholders to compulsorily acquire their outstanding shares. 122
7 HONG KONG If an intention of exercising the powers of compulsory acquisition is stated by the offeror in the offer document, the offer must not remain open for more than four months from the date of posting of the offer document, unless the offeror has by the time become entitled to exercise such powers. Once the offeror is so entitled to squeeze-out the minority shareholders, it must do so without delay. 14. Are there any proposals for reforms to the laws and regulations governing mergers and acquisitions currently being considered? In July 2012, the Hong Kong Legislative Council passed the Companies Bill which will lead to substantial amendment to the current CO and will affect takeovers and mergers transactions. The bill was gazetted on 10 August 2012 and is expected to come into force in Major changes include the replacement of the existing headcount test with a disinterested shares test when counting the votes cast on resolutions approving a scheme of arrangement that relates to takeovers and privatisation. Under such disinterested shares test, the number of votes cast against the resolutions shall not exceed 10 per cent of the votes attached to all disinterested shares, which is an alignment with the 10% objection rule under the Takeovers Code mentioned above. ABOUT THE AUTHOR SIMON LUK Chairman of Asian Practice Partner, Winston & Strawn E sluk@winston.com W A 42nd Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong T F
Malaysia. Shearn Delamore & Co.
Malaysia Shearn Delamore & Co. 1. What has been the general level of M&A activity over the last 12 months in your jurisdiction? What were the most notable mergers and acquisitions during that period? It
More informationPublic mergers and acquisitions in Guernsey: overview
GLOBAL GUIDE 2015/16 PUBLIC MERGERS AND ACQUISITIONS Country Q&A Public mergers and acquisitions in Guernsey: overview Tony Lane Carey Olsen global.practicallaw.com/3-505-8683 M&A ACTIVITY 1. What is the
More informationConsultation Paper on proposed amendments to the Codes on Takeovers and Mergers and Share Buybacks. 19 January 2018
Consultation Paper on proposed amendments to the Codes on Takeovers and Mergers and Share Buybacks 19 January 2018 Table of contents INTRODUCTION 1 PART 1: DEALINGS WITH AND POWERS OF THE EXECUTIVE, PANEL
More informationA company may engage in the following types of share repurchase:-
1. Methods of share repurchase A company may engage in the following types of share repurchase:- (a) an on-market share repurchase; (b) an off-market share repurchase approved in accordance with Rule 2;
More informationThe Hong Kong Code on Takeovers and Mergers
The Hong Kong Code on Takeovers and Mergers Hong Kong Shanghai Beijing Yangon www.charltonslaw.com CONTENTS 1. INTRODUCTION 1 2. JURISDICTION 1 3. GENERAL PRINCIPLES 1 4. VOLUNTARY AND MANDATORY OFFERS
More informationCayman Islands TRANSACTIONS. Chris Humphries, Simon Yard and James Smith. Stuarts Walker Hersant Humphries
Cayman Islands Chris Humphries, Simon Yard and James Smith 1 Types of private equity transactions What different types of private equity transactions occur in your jurisdiction? What structures are commonly
More informationA Guide to Takeovers in the United Kingdom
A Guide to Takeovers in the United Kingdom August 2017 Contents Introduction 1 The Regulatory Bodies 2 The Legislation and Rules 3 Schemes of Arrangement 10 Overseas Shareholders 11 Specific Tax Considerations
More informationChapter 6 GENERAL TRADING HALT, SUSPENSION, CANCELLATION AND WITHDRAWAL OF LISTING
Chapter 6 GENERAL CHAPTER 6 TRADING HALT, SUSPENSION, CANCELLATION AND WITHDRAWAL OF LISTING 6.01 Listing is always granted subject to the condition that where the Exchange considers it necessary for the
More informationPAST QUESTIONS AND ANSWERS (December 2006) PAPER 5 REGULATION OF CORPORATE FINANCE
PST QUESTIONS N NSWERS (ecember 2006) PPER 5 REGULTION OF ORPORTE FINNE of The Licensing Examination for Securities and Futures Intermediaries Preface & isclaimer These past questions and answers are made
More informationChapter 6 GENERAL TRADING HALT, SUSPENSION, CANCELLATION AND WITHDRAWAL OF LISTING
Chapter 6 GENERAL CHAPTER 6 TRADING HALT, SUSPENSION, CANCELLATION AND WITHDRAWAL OF LISTING 6.01 Listing is always granted subject to the condition that where the Exchange considers it necessary for the
More informationBrazil Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016
Brazil Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016 Contact Rodrigo Ferreira Figueiredo Lucas Braun Mattos Filho rff@mattosfilho.com.br lbraun@mattosfilho.com.br Contents Page SOURCES
More informationPublic mergers and acquisitions in Japan: overview
GLOBAL GUIDE 2016/17 PUBLIC MERGERS AND ACQUISITIONS Public mergers and acquisitions in Japan: overview Masakazu Iwakura and Akihisa Yamamoto Nishimura & Asahi global.practicallaw.com/7-501-9661 M&A ACTIVITY
More informationA Guide to Takeovers in the United Kingdom
A Guide to Takeovers in the United Kingdom January 2018 Contents Introduction 1 The Regulatory Bodies 2 The Legislation and Rules 3 Schemes of Arrangement 10 Overseas Shareholders 11 Specific Tax Considerations
More informationGalaxyway Investments Limited (Incorporated in the British Virgin Islands with limited liability)
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness
More information1. MARKET OVERVIEW 1.1 Please give a brief overview of the public M&A market in your jurisdiction
Ireland Mason Hayes & Curran Justin McKenna & David Mangan 1. MARKET OVERVIEW 1.1 Please give a brief overview of the public M&A market in your jurisdiction The public M&A market in Ireland has been relatively
More informationSECURITIES AND FUTURES COMMISSION
SECURITIES AND FUTURES COMMISSION Fit and Proper Guidelines 適當人選的指引 Hong Kong September 2006 香港 2006 年 9 月 Table of Contents Page 1. Introduction 1 2. Who needs to comply with the fit and proper guidelines
More informationCountry Author: SyCip Salazar Hernandez & Gatmaitan
The Legal 500 & The In-House Lawyer Comparative Legal Guide Philippines: Mergers & Acquisitions This country-specific Q&A gives an overview of mergers and acquisition law, the transaction environment and
More informationMergers and Acquisitions in Canada
Mergers and Acquisitions in Canada TABLE OF CONTENTS INTRODUCTION.... 1 PROCESS... 2 HOSTILE BIDS.... 3 ACQUISITIONS BY CONTROL PERSONS OR OTHER INSIDERS... 4 FAIRNESS OPINIONS...................................................................4
More informationCROSS-BORDER HANDBOOKS 191
Mergers and Acquisitions 2008/09 Greece Greece Andreas Bagias and Ioanna Lazaridou-Elmaloglou, Kelemenis & Co www.practicallaw.com/2-380-8852 Market and regulation 1. Please give a brief overview of the
More informationJOINT ANNOUNCEMENT PROPOSED WITHDRAWAL OF LISTING OF SHAW BROTHERS (HONG KONG) LIMITED
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever
More information1921 A second stock exchange, The Hong Kong Stockbrokers Association, was incorporated.
HONG KONG STOCK MARKET HISTORICAL EVENTS 1891 The Association of Stockbrokers in Hong Kong, the first formal stock exchange in Hong Kong was formed. 1914 The name of the Association of Stockbrokers in
More informationTHE HONG KONG INSTITUTE OF CHARTERED SECRETARIES. Suggested Answers
THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES Suggested Answers Level : Professional Subject : Corporate Secretaryship Diet : June 2008 The Suggested Answers are published for the purpose of assisting
More informationChapter 13 EQUITY SECURITIES CONTINUING OBLIGATIONS. Preliminary
Chapter 13 EQUITY SECURITIES CONTINUING OBLIGATIONS Preliminary 13.01 An issuer shall comply (and undertakes by its application for listing (Form A1 of Appendix 5), once any of its securities have been
More informationCharltons. Hong Kong. April Consultation Conclusions on WVR Listings. Introduction. I. Listing of Companies with Weighted Voting Rights
Consultation Conclusions on WVR Listings Introduction New Listing Rules allowing high growth and innovative companies with weighted voting rights (WVR) structures to list in, and creating a new concessionary
More informationJurisdictional Q&A India 53. Jurisdiction: India. Neeraj Prakash
Jurisdiction: India Firm: Authors: Chadha & Co. Rahul Chadha and Neeraj Prakash 1. What are the key laws and regulations that govern mergers and acquisitions in your jurisdiction? The key laws and regulations
More informationSECURITIES INDUSTRY (TAKE-OVER) BY-LAWS, 2005 PART I PRELIMINARY PART III PART IV REQUIREMENTS FOR BIDS PART V BID CIRCULARS
By-law SECURITIES INDUSTRY (TAKE-OVER) BY-LAWS, 2005 Arrangement of By-laws PART I PRELIMINARY 1. Citation 2. Interpretation 3. Forms PART II EXEMPTIONS 4. Exempt take-over bids 5. Exempt issuer bids PART
More informationGOLDEN MEDITECH COMPANY LIMITED
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The Stock Exchange of Hong Kong Limited (the Stock Exchange ) takes no responsibility for the contents of this circular, makes no representation
More informationIreland Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016
Ireland Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016 Contact Gary McSharry David Buyers Stephen D Ardis McCann Fitzgerald Gary.McSharry@mccannfitzgerald.com David.Buyers@mccannfitzgerald.com
More informationSTATUTORY AND GENERAL INFORMATION
A. FURTHER INFORMATION ABOUT OUR COMPANY 1. Incorporation Our Company was incorporated in the Cayman Islands under the Companies Law as an exempted company with limited liability on 25 August 2015. Our
More informationFrance Takeover Guide
France Takeover Guide Contact Youssef Djehane BDGS Associés djehane@bdgs-associes.com Contents Page INTRODUCTION... 1 KEY HIGHLIGHTS... 1 REGULATORY ISSUES... 3 PREPARING THE OFFER... 4 FILING AND CONDUCT
More informationCayman Islands Takeover Guide
Cayman Islands Takeover Guide Contacts David Lamb Conyers Dill & Pearman david.lamb@conyersdill.com Contents Page INTRODUCTION 1 REGULATIONS GOVERNING TAKEOVERS 1 GENERAL OFFERS 1 SCHEMES OF ARRANGEMENT
More informationCONNECTED PARTY TRANSACTIONS
Details of Connected Party Transactions Following completion of the Global Offering, there will be continuing transactions between The Link REIT and the following persons noted below, which will constitute
More informationFor personal use only
CYBG capital structure table and terms applicable to CYBG securities Equity Securities Initial capital structure The issued and fully paid share capital of CYBG PLC as at incorporation was as follows:
More informationMauritius. Susheela Doobaree, Shan Sonnagee and Fayaz Hajee Abdoula BLC & Associates Ltd. Mergers and Acquisitions 2011/12. M&A activity.
Mauritius Susheela Doobaree, Shan Sonnagee and Fayaz Hajee Abdoula BLC & Associates Ltd www.practicallaw.com/1-506-0234 M&A activity 1. Please give a brief overview of the public M&A market in your jurisdiction.
More informationDisciplinary action against Goldman Sachs (Asia) L.L.C. Background and relevant provisions of the Takeovers Code
Takeovers Executive of the SFC publicly censures Goldman Sachs (Asia) L.L.C. in relation to breaches of Rules 22, 21.5, 10 and Note 4 to Rule 8.1 of the Takeovers Code Disciplinary action against Goldman
More informationMay 2018 CONSULTATION CONCLUSIONS CAPITAL RAISINGS BY LISTED ISSUERS
May 2018 CONSULTATION CONCLUSIONS CAPITAL RAISINGS BY LISTED ISSUERS CONTENTS Page No. EXECUTIVE SUMMARY 1 CHAPTER 1 : INTRODUCTION 2 CHAPTER 2 : PROPOSALS ADOPTED AND DISCUSSION ON SPECIFIC RESPONSES
More informationSECURITIES LAW AND CORPORATE GOVERNANCE
Doing Business in Canada 1 C: SECURITIES LAW AND CORPORATE GOVERNANCE Canada currently does not have a federal securities regulator, as other major capital markets do. Rather, each province and territory
More informationLicensing Information Booklet. April 2013
Licensing Information Booklet April 2013 Table of Contents Important note 2 Part 1 Introduction 3 Part 2 Types of regulated activity 4 Part 3 Do you need a licence or registration? 5 Part 4 Types of intermediary
More informationINCLUDING A SPECIAL FOCUS ON ONE BELT ONE ROAD CHINA INVESTMENT
The fifth annual complimentary guide to understanding M&A practices around the world with an Asia-Pacific focus INCLUDING A SPECIAL FOCUS ON ONE BELT ONE ROAD CHINA INVESTMENT LexisNexis Mergers & Acquisitions
More informationPage number EXECUTIVE SUMMARY 1
CONTENTS Page number EXECUTIVE SUMMARY 1 INTRODUCTION 4 MARKET FEEDBACK AND CONCLUSIONS CHAPTERS I. Rule amendments to align the requirements for disclosure of financial information in Main Board Rules
More informationHong Kong Corporate Update.
Hong Kong Corporate Update. News & features for 1 October to 15 Financial Reporting Council 2 The Financial Reporting Council, the Audit Investigation Board and the Financial Review Panel which will have
More informationChina Base Group Limited
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness
More informationFinancial adviser to the Joint Offerors. Guotai Junan Capital Limited
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness
More informationTHE HONG KONG INSTITUTE OF CHARTERED SECRETARIES. Suggested Answers
THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES Suggested Answers Level : Professional Subject : Corporate Secretaryship Diet : June 2009 The Suggested Answers are published for the purpose of assisting
More informationS.A.S. Dragon Holdings Limited (Incorporated in Bermuda with limited liability) (Stock Code: 1184)
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered
More informationBelgium Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016
Belgium Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016 Contact Gisèle Rosselle Ludovic Vilain Strelia Gisele.Rosselle@Strelia.Com Ludovic.Vilain@strelia.com Contents Page SOURCES
More informationMergers & Acquisitions Kuala Lumpur. Client Alert
Mergers & Acquisitions Kuala Lumpur MEMBER FIRM OF BAKER & MCKENZIE INTERNATIONAL Client Alert August 2016 Transforming the Malaysian Code on Take-Overs and Mergers - Key Changes Under the Rules on Take-overs,
More informationCritical Securities and Tax Considerations for Inside Counsel in Canadian Cross-Border Mergers
Critical Securities and Tax Considerations for Inside Counsel in Canadian Cross-Border Mergers Inside Counsel - Business Insights for Law Department Leaders Jeffrey Roy Partner, Cassels Brock & Blackwell
More informationSCHEMES OF ARRANGEMENT AND AMALGAMATIONS INVOLVING CODE COMPANIES A DISCUSSION PAPER ISSUED BY THE TAKEOVERS PANEL
Ref: 700-100 / #81217 SCHEMES OF ARRANGEMENT AND AMALGAMATIONS INVOLVING CODE COMPANIES A DISCUSSION PAPER ISSUED BY THE TAKEOVERS PANEL Introduction The Takeovers Panel is seeking urgent public comments
More informationLicensing conditions. Topic. 6.1 Yes.
Topic 6 Licensing conditions Under the Securities and Futures (Financial Resources) Rules, a corporation licensed to carry on Type 4, 5, 6, 9 or 10 regulated activity needs to comply with less stringent
More informationChapter 5 GENERAL DIRECTORS, COMPANY SECRETARY, BOARD COMMITTEES, AUTHORISED REPRESENTATIVES AND CORPORATE GOVERNANCE MATTERS.
Chapter 5 GENERAL DIRECTORS, COMPANY SECRETARY, BOARD COMMITTEES, AUTHORISED REPRESENTATIVES AND CORPORATE GOVERNANCE MATTERS Directors 5.01 The board of directors of an issuer is collectively responsible
More informationCHINA ASSETS (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability)
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered
More informationHong Kong Capital Markets Update
Hong Kong Capital Markets Update ISSUE 2017-02 June 2017 HKEX s consultation on the establishment of a New Board and review of the Growth Enterprise Market (GEM) On 16 June 2017, the Hong Kong Stock Exchange
More informationOVERSEA-CHINESE BANKING CORPORATION WING HANG BANK, LIMITED LIMITED
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationCSF Group plc ( CSF, the Company or the Group )
28 August 2018 The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR") CSF
More informationINTRODUCTION THE OFFERS. The Share Offer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationCHUN WO HOLDINGS LIMITED (Incorporated in Bermuda with limited liability)
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this Circular or as to the action to be taken, you should consult your stockbroker or other registered
More informationCONSULTATION PAPER ON PROPOSED CHANGES TO ALIGN THE DEFINITIONS OF CONNECTED PERSON AND ASSOCIATE IN THE LISTING RULES
CONSULTATION PAPER ON PROPOSED CHANGES TO ALIGN THE DEFINITIONS OF CONNECTED PERSON AND ASSOCIATE IN THE LISTING RULES April 2013 CONTENTS Page number Executive Summary... 1 Chapter I. Introduction...
More informationTHIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer,
More informationPROPOSAL FOR ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other
More informationTIMETABLE FOR A TAKEOVER. The time it takes to complete a takeover depends on a number of factors, including whether or not:
TIMETABLE FOR A TAKEOVER The time it takes to complete a takeover depends on a number of factors, including whether or not: There are any regulatory issues or the need for bidder shareholder consent The
More informationJINHUI HOLDINGS COMPANY LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 137)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult a stockbroker or other registered
More informationJOINT ANNOUNCEMENT (1) PRE-CONDITIONAL PROPOSAL FOR THE PRIVATISATION OF
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness,
More informationFebruary Public M&A Spotlight. Public M&A in the US, UK, France, Germany and Hong Kong
February 2016 Public M&A Spotlight Public M&A in the US, UK, France, Germany and Hong Kong Contents Page Introduction 1 Part One: Applicable Regime 2 Part Two: Conduct 4 Part Three: Structure 14 Part Four:
More informationTABLE OF CONTENTS. 0 Summary of the Portuguese Tender Offer Provisions. 1 Relevant Provisions of the Portuguese Securities Code
TABLE OF CONTENTS Contents 0 Summary of the Portuguese Tender Offer Provisions 1 Relevant Provisions of the Portuguese Securities Code 5 21 Decree Law No. 486/99 of 13 November, as amended Applicable to
More informationJuly 2017 ENFORCEMENT NEWSLETTER FOR SIX MONTHS ENDED 30 JUNE 2017
July 2017 ENFORCEMENT NEWSLETTER FOR SIX MONTHS ENDED 30 JUNE 2017 INTRODUCTION Welcome to our new publication of Enforcement Newsletter. This biannual Newsletter provides a summary of the news and updates
More informationDisciplinary action against Bank of America, National Association and Merrill Lynch International
Takeovers Executive of the SFC publicly censures Bank of America, National Association and Merrill Lynch International in relation to breaches of Rule 22 of the Takeovers Code Disciplinary action against
More informationThe New Companies Ordinance. Companies Registry
The New Companies Ordinance Companies Registry 1 Part 9 Accounts and Audit 2 Application of new CO provisions to first financial year (s 358) The requirements in the new CO in relation to accounting records
More informationTHIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF IN DOUBT, PLEASE SEEK PROFESSIONAL ADVICE.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF IN DOUBT, PLEASE SEEK PROFESSIONAL ADVICE. If you are in any doubt as to any aspect of this Circular or as to the action to be taken,
More informationDisciplinary action against Chen Chi-Te and Kenneth C.M. Lo. 1. The Executive publicly censures:
Takeovers Executive of the SFC publicly censures Chen Chi-Te and Kenneth C.M. Lo in relation to breaches of the dealing provisions of the Takeovers Code Disciplinary action against Chen Chi-Te and Kenneth
More informationCorporate Finance & Securities
Jon Feldman Michael Partridge Goodmans LLP Activist Investing in Canadian Companies Since 2007, Canada like other jurisdictions has seen a significant increase in shareholder activism. This increase can
More informationSFC publicly censures two units of Bank of America Merrill Lynch Group for breaches of Takeovers Code
SFC publicly censures two units of Bank of America Merrill Lynch Group for breaches of Takeovers Code Securities & Futures Commission of Hong Kong Home News & announcements News All news SFC publicly censures
More informationHONG KONG EXCHANGES AND CLEARING LIMITED. AMENDED AND RESTATED RULES RELATING TO THE HKEx EMPLOYEES SHARE AWARD SCHEME
HONG KONG EXCHANGES AND CLEARING LIMITED AMENDED AND RESTATED RULES RELATING TO THE HKEx EMPLOYEES SHARE AWARD SCHEME Effective Date: 17 th June 2015 Table of Contents Contents Page 1 Definitions and Interpretation...
More informationThe business of Filo Canada The articles of incorporation do not restrict the Company from carrying on its business.
Shareholder Rights in and Summary of Differences Applicable to Filo Mining Corp. The following is a summary of the main differences between the rights of shareholders in Filo Mining Corp. ( Filo or the
More informationMalaysia (corrected August 2013)
Summary of Current Shareowner Rights Percentages cited reflect information gathered by GMI Ratings about 29 companies in Malaysia as of 31 August 2012. Although shareowners in the Malaysian market have
More informationUnder the Securities and Futures Ordinance ( SFO ), the MMT
Securities Litigation: A Guide to Penalties and Other Consequences Upon a Finding of Liability for Market Misconduct The Market Misconduct Tribunal ( MMT ) adjudicates cases of insider dealing, market
More informationThe Hong Kong Institute of Chartered Secretaries International Qualifying Scheme Corporate Secretaryship (Hong Kong) November 2005 Examination diet
The Hong Kong Institute of Chartered Secretaries International Qualifying Scheme Corporate Secretaryship (Hong Kong) November 2005 Examination diet The suggested answers are published for the purpose of
More informationCross border transactions:
Cross border transactions: Hanson and Pioneer Global consolidation in the building industry has given rise to a number of recent cross border acquisitions. Last year, Hanson PLC (Hanson) of the UK made
More informationAn evaluation of current proposals to amend Companies Ordinance (Cap.32) s.166
An evaluation of current proposals to amend Companies Ordinance (Cap.32) s.166 CFRED Student Forum Minority presentation by Corinne Buehler 14 February 2012 Table of Contents Evaluation of current CO section
More informationNEXT MEDIA LIMITED (Incorporated in Hong Kong with limited liability)
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other
More informationMergers and Acquisitions Report 2016 Taiwan
This article was published in the Mergers and Acquisitions Report 2016 on March 23, 2016. Mergers and Acquisitions Report 2016 Taiwan Ken-Ying Tseng, Robin Chang, Lihuei Mao and Patricia Lin, Lee and Li
More informationAMENDMENTS TO MAIN BOARD LISTING RULES
AMENDMENTS TO MAIN BOARD LISTING RULES Chapter 2 GENERAL 2.08 The Exchange Listing Rules fall into four main parts: Chapters 1 6 set out matters of general application; Chapters 7 19A19C set out the requirements
More informationSFC publicly censures Chen Chi-Te and Kenneth C.M. Lo for breaches of the Takeovers Code
SFC publicly censures Chen Chi-Te and Kenneth C.M. Lo for breaches of the Takeovers Code Securities & Futures Commission of Hong Kong Home News & announcements News All news SFC publicly censures Chen
More informationChina CNR Corporation Limited
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationHong Kong Financial Reporting Standards Illustrative Annual Financial Statements 2012
Hong Kong Financial Reporting Standards Illustrative Annual Financial Statements 2012 Audit IAS Plus Hong Kong Financial Reporting Standards Illustrative Annual Financial Statements 2012 Foreword Welcome
More information1.1 The following terms as contained in this Appendix or the Standard Terms and Conditions shall have the following meanings:
APPENDIX FOR SECURITIES TRADING VIA SHANGHAI-HONG KONG STOCK CONNECT (NORTHBOUND TRADING) APPENDIX FOR SECURITIES TRADING VIA SHANGHAI-HONG KONG STOCK CONNECT (NORTHBOUND TRADING) This Appendix applies
More informationJOINT ANNOUNCEMENT. (1)(a) CONDITIONAL AGREEMENTS IN RELATION TO THE ACQUISITION OF SHARES IN ERNEST BOREL HOLDINGS LIMITED BY VGB LIMITED
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness
More informationJapan TRANSACTIONS. Asa Shinkawa and Masaki Noda. Nishimura & Asahi
Japan Asa Shinkawa and Masaki Noda 1 Types of private equity transactions What different types of private equity transactions occur in your jurisdiction? What structures are commonly used in private equity
More informationSeptember 2017 CONSULTATION PAPER CAPITAL RAISINGS BY LISTED ISSUERS
September 2017 CONSULTATION PAPER CAPITAL RAISINGS BY LISTED ISSUERS CONTENTS Page No. EXECUTIVE SUMMARY 1 CHAPTER 1: INTRODUCTION 3 CHAPTER 2: CHAPTER 3: PROPOSED RULE AMENDMENTS RELATING TO HIGHLY DILUTIVE
More informationAND REGULATORY PROVISIONS
This appendix sets out summaries of certain aspects of PRC laws and regulations, which are relevant to our operations and business. Laws and regulations relating to taxation in the PRC are discussed separately
More informationSUMMARY OF SHAREHOLDER RIGHTS AND IMPORTANT ASPECTS IN WHICH THE COMPANY S CONDUCT DEVIATES FROM THE SWEDISH CORPORATE GOVERNANCE CODE
SUMMARY OF SHAREHOLDER RIGHTS AND IMPORTANT ASPECTS IN WHICH THE COMPANY S CONDUCT DEVIATES FROM THE SWEDISH CORPORATE GOVERNANCE CODE The following is a summary of certain rights of shareholders in Lundin
More informationCROATIAN PARLIAMENT. Pursuant to Article 88 of the Constitution of the Republic of Croatia, I hereby issue the DECISION
CROATIAN PARLIAMENT 3173 Pursuant to Article 88 of the Constitution of the Republic of Croatia, I hereby issue the DECISION PROMULGATING THE ACT ON THE TAKEOVER OF JOINT STOCK COMPANIES I hereby promulgate
More informationTEXT OF THE UNIVERSAL MARKET INTEGRITY RULES PART 1 DEFINITIONS AND INTERPRETATION
TEXT OF THE UNIVERSAL MARKET INTEGRITY RULES PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In these Rules, unless the subject matter or context otherwise requires: Access Person means a person
More informationLuxembourg Negotiated M&A Guide
Luxembourg Negotiated M&A Guide Corporate and M&A Law Committee Contact Guy Harles Arendt & Medernach Luxembourg guy.harles@arendt.com 1. Legal background Acquisitions of private companies in Luxembourg
More informationDisclosure obligations for listed companies and officers. 11 December 2012 Tim Mak, Partner, Financial Services Regulatory Group, Hong Kong
Disclosure obligations for listed companies and officers 11 December 2012 Tim Mak, Partner, Financial Services Regulatory Group, Hong Kong Outline Background to the new statutory disclosure regime The
More informationReverse Takeovers. Consultation on Shareholder Approval Requirements for Listed Company Mergers
Consultation on Shareholder Approval Requirements for Listed Company Mergers CONSULTATION PAPER 10 NOVEMBER 2015 Invitation to comment ASX is seeking submissions on Reverse Takeovers - Shareholder Approval
More informationLETTER FROM STANDARD CHARTERED BANK
STANDARD CHARTERED BANK (HONG KONG) LIMITED To the Independent Shareholders and the Optionholders Dear Sir or Madam, INTRODUCTION UNCONDITIONAL MANDATORY CASH OFFERS BY STANDARD CHARTERED BANK (HONG KONG)
More informationGUIDE TO TAKEOVERS IN MALAYSIA
2016 December GUIDE TO TAKEOVERS IN MALAYSIA This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice or legal opinion. The information
More informatione-kong Group Limited (Incorporated in Bermuda with limited liability)
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever
More informationThe DFSA Rulebook. Takeover Rules Module (TKO) TKO/VER6/06-14
The DFSA Rulebook Takeover Rules Module (TKO) Contents The contents of this module are divided into the following chapters sections and appendices: 1 INTRODUCTION AND THE TAKEOVER PRINCIPLES... 1 1.1 The
More information