Securities & Futures Commission of Hong Kong

Takeovers Bulletin

This is a newsletter to help industry participants better understand the Codes on Takeovers and Mergers and Share Buy-backs. The bulletin also updates the industry on Practice Notes and guidance on the Executive's1 practices.

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Year Issue No. (Publication date) Highlights
2017

41 (Jun 2017)

  • Takeovers Panel’s decision concerning TVB
  • Revisions to the Codes to reflect new resolution regime
  • Quarterly update on the Takeovers Team's activities
 

40 (Mar 2017)

  • Reminder about confidentiality, talks announcements and minimum suspensions
  • Monthly update announcements
  • Appointments and reappointments to the Takeovers and Mergers Panel and the Takeovers Appeal Committee
  • Quarterly update on the activities of the Takeovers Team
2016

39 (Dec 2016)

  • Season’s Greetings
  • Performance pledges
  • Case management for Code matters
  • Revised PN 1 in relation to partial offers
  • Cold shoulder order imposed on Zheng Dunmu for breach of mandatory offer requirement
  • Public criticism of Southwest Securities International Investment and related parties
  • Quarterly update on the activities of the Takeovers Team
 

38 (Sep 2016)

  • New filing form for applications under the Codes
  • Quarterly update on the activities of the Takeovers Team
 

37 (Jun 2016)

  • Panel rules that Alibaba breached special deal requirements
  • Confidentiality, talks announcements and minimum suspensions
  • Engagement of financial advisers in Code transactions
  • Whitewash waivers and compliance with applicable rules and regulations
  • Executive publicly criticises China New Way and related parties for Takeovers Code breach
  • Executive publicly censures Bank of America Merrill Lynch Group for Takeovers Code breaches
  • Fourth Asia Pacific Takeovers Regulators Conference in Hong Kong
  • Quarterly update on the activities of the Takeovers Team
 

36 (Mar 2016)

  • Trading suspensions should be kept to a minimum
  • New Practice Note 21–Waivers under Note 6(a) to Rule 26.1
  • Executive publicly censures Goldman Sachs for breaches of Takeovers Code
  • Appointment and reappointments to the Takeovers Panel and related committees
  • Quarterly update on the activities of the Takeovers Team
 2015

35 (Dec 2015)

  • Season’s Greetings
  • Takeovers Panel rules no general offer required for China Oriental
  • Takeovers Panel’s decision in relation to Cross-Harbour
  • Impact of disqualifying transactions
  • Dealing disclosure reminders to associates
  • Quarterly update on the activities of the Takeovers Team
 

34 (Sep 2015)

  • Takeovers Panel imposes sanctions for breach of mandatory offer requirement
  • Independent vote required for underlying transactions in whitewash cases
  • Update on post-publication review of Schedule compliance
  • Reminder to submit advanced drafts of documents for vetting
  • Early consultation on employee benefit trusts
  • Quarterly update on the activities of the Takeovers Team
 

33 (Jun 2015)

  • Submission of Code-related announcements and documents for pre-vetting
  • Revisions to Practice Note 20 related to announcements and documents under the Codes
  • Quarterly update on the activities of the Takeovers Team
 

32 (Mar 2015)

  • Takeovers Panel finds breach of mandatory offer requirement
  • Revisions to Practice Note 2 in relation to profit forecasts
  • Appointments and reappointments to the Takeovers and Mergers Panel and Takeovers Appeal Committee
  • Quarterly update on the activities of the Takeovers Team
2014

31 (Dec 2014)

  • Season’s Greetings
  • Takeovers Panel rules no mandatory general offer obligation triggered for China Oriental
  • Dismissal of judicial review against Takeovers Panel
  • Sanctions imposed for breach of Rule 31.3
  • Quarterly update on the activities of the Takeovers Team
 

30 (Sep 2014)

  • Dealing disclosures by associates during an offer period
  • Reminder about definition of “Document” and Rule 12.1
  • Confirmation of shareholdings in placing and top-up transactions
  • Communication with the Executive by fax or email
  • Quarterly update on the activities of the Takeovers Team
 

29(S) (Jun 2014)

  • Takeovers Panel rules the Codes apply to SouthGobi Resources Limited
 

29 (Jun 2014) 

  • Changes to commenting process on Schedule disclosure requirements and revised PN20
  • Rule 22 Dealing Disclosure Online Submission system launched and new electronic dealing disclosure forms
  • Quarterly update on the activities of the Takeovers Team
 

28 (Mar 2014)

  • Codes amended to reflect new Companies Ordinance 
  • Update on the post-vetting regime and addition to the Post-Vet List
  • New Practice Note 20 – Guidance note on announcements and documents under the Codes
  • Appointments and reappointments of members to the Takeovers and Mergers Panel and related committees
  • Quarterly update on the activities of the Takeovers Team
 2013

27 (Dec 2013)

  • Season’s Greetings
  • Disciplinary proceedings against Chow Yei Ching and others for alleged breach of Takeovers Code
  • Disciplinary action against Daqing Dairy and its directors
  • Update on Asia Pacific Takeovers Regulators Forum
  • Quarterly update on the activities of the Takeovers Team
 

26 (Sep 2013)

  • Disciplinary proceedings against chairman of Pearl Oriental Oil Limited and others for alleged breach of Takeovers Code
  • Dealing disclosures under Rule 22 of the Takeovers Code
  • Application of Rule 10.9 to unaudited quarterly results published during an offer period
  • Quarterly update on the activities of the Takeovers Team
 

25 (Jun 2013)

  • "Disqualifying transactions" under paragraph 3 of the Whitewash Guidance Note (Schedule VI of the Codes)
  • Application of Rule 20.1(b) to share repurchases by partial offer
  • Quarterly update on the activities of the Takeovers Team
 

24 (Mar 2013)

  • Takeovers Panel rules chain principle offer triggered for Greenheart
  • Appointments and reappointments to the Takeovers Panel and related committees
  • Quarterly update on the activities of the Takeovers Team
 2012

23 (Dec 2012)

  • Season's Greetings
  • Asia Pacific Takeovers Regulators Forum
  • Reconfirmation of financial resources at document stage
  • Vetting of "ancillary" documents
  • Changes to Takeovers-related committee
  • Quarterly update on the activities of the Takeovers Team

 

22 (Sep 2012)

  • Practice Note 19 – Chain principle offer price
  • "No comment” fax not a confirmation of compliance
  • Quarterly update on the activities of the Takeovers Team for the period ended 30 June 2012
 

21 (Jun 2012)

  • Takeovers Panel’s decision in relation to China Gas Holdings Limited
  • Disciplinary action against Capital VC Limited and Yau Chung Hong
  • Addition to the Post-Vet List and revision of Practice Note 5
  • Quarterly update on the activities of the Takeovers Team for the period ended 31 March 2012
 

20 (Mar 2012)

  • Consultation conclusions on takeovers-related amendments
  • Limitation of consultations on a no-name basis
  • Re-appointment of members to the Takeovers and Mergers Panel and related committees
  • Penta Investment Advisers Limited publicly criticised for dealing disclosure breaches
  • Quarterly update on the activities of the Takeovers Team for the period ended 31 December 2011

2011

19 (Dec 2011)

  • Season’s Greetings
  • Reminder to fund managers regarding dealing disclosure obligations
  • “List of Secondary Listed Companies not subject to the Codes” posted on the SFC website
  • Fidelity Worldwide Investment publicly criticised for dealing disclosure breaches
  • Quarterly update on the activities of the Takeovers Team for the period ended 30 September 2011
 

18 (Sep 2011)

  • Public consultation on proposed Code amendments
  • Timing of disclosure of dealings in the time zones of the United States
  • Update on overseas companies with secondary listings in Hong Kong to which the Codes do not apply
  • Quarterly update on the activities of the Takeovers Team for the period ended 30 June 2011
 

17 (Jun 2011)

  • Practice Note 1 revised to clarify limitations of using the share register method to make partial offers
  • Practice Note 15 revised to clarify certain issues relating to confirmations of sufficient financial resources
  • Takeovers Panel rules no general offer obligation triggered for Hung Hing Printing Group Ltd
  • Takeovers Panel rules Husky Energy Inc not a public company in Hong Kong
  • Update on the activities of the Takeovers Team in the six months ended 31 March 2011
 

16 (Mar 2011)

  • Offer Period Tables published
  • Reminder to EFMs and EPTs on timely submission of annual confirmations
  • Withdrawal of Practice Note 3
  • Publication of hyperlinked Codes on Takeovers webpage
  • Appointments and reappointments to the Takeovers and Mergers Panel, the Takeovers Appeal Committee and the Nominations Committee

2010

15(Dec 2010)

  • Reminder that no general offer should be made or triggered during a black out period
  • Update on the post-vetting regime and reminder about directors’ responsibility statements
  • Confirmation of past shareholdings required in placing and top up transactions
  • Takeovers Panel rules no mandatory offer obligation triggered for Merdeka Resources Holdings Limited
  • Templeton Asset Management Ltd. publicly censured for dealings disclosure breaches
  • Update on takeover activities for six months ended 30 September 2010
 

14 (Sep 2010)

  • Revised Practice Note 9
  • Revised Rule 22 disclosure forms
  • Application of the Codes to companies with secondary listings
  • Meaning of “completion of subscription” under paragraph 3(b) of Whitewash Guidance Note in Schedule VI of the Codes
  • Reminder of importance of compliance with Rule 3.6
 

13 (Jun 2010)

  • Post-vetting of certain routine announcements implemented
  • Revised Practice Note 5 on post-vetting issued
  • Codes now apply to REITs
  • Takeovers Panel upheld the Executive’s ruling that offers for Zhongyu Gas must proceed
  • Update on the activities of the Takeovers Team
  • Printing tips for Practice Notes and Post-Vet List
 

12 (Mar 2010)

  • Revised Practice Note 15
  • Reminder of the importance of maintaining proper compliance and monitoring systems
  • Consultation Paper on the proposal to extend the application of the Codes to REITs
  • Reappointments to the Takeovers and Mergers Panel, the Takeovers Appeal Committee, the Nominations Committee and the Disciplinary Chair Committee

2009

11 (Dec 2009)

  • Practice Note 18 - Clarification on application of Rule 31.3
  • Reminder on financial advisers’ or placing agents’ duty to verify and confirm placees’ independence in placing and top-up transactions
  • Reminder to exempt fund managers and exempt principal traders to make timely disclosures
  • Revised Practice Note 5
  • Update on the activities of the Takeovers Team
 

10 (Sep 2009)

  • Revised Practice Note 2
  • Revised Practice Note 6
  • Reminder on early identification of Code implications
  • Arrangements for closing of offers on days affected by adverse weather
 

9 (Jun 2009)

  • Panel’s decision on NTEEP and disciplinary action against Mr Koo
  • New Practice Notes 16 and 17
  • The Executive’s clearance of documents does not give immunity
  • Revised Practice Note 3
  • Update on the activities of the Takeovers Team
 

8 (Mar 2009)

  • Takeovers Panel’s decisions in relation to Wing Hang Bank and HAECO
  • Reminder about importance of early preparation for compliance with Rule 10.4
  • Executive reverts to manuscript comments on documents following six-month trial period for communicating comments by fax
  • New appointments to the Takeovers and Mergers Panel and the Takeovers Appeal Committee

2008

7 (Dec 2008)

  • The Takeovers Panel’s recommendation not to relax the trigger and creeper provisions in the Takeovers Code
  • Practice Note 15 (PN15) - Confirmation of financial resources in cash offers
  • Reminder about importance of highlighting issues to the Executive
  • Revised Practice Notes
  • Update on the activities of the Takeovers Team
 

6 (Sep 2008)

  • Practice Note 12 (PN12) – Gathering of irrevocable Commitments
  • Practice Note 13 (PN13) – Timing of disclosure of holdings by a group of which an adviser is a member
  • Practice Note 14 (PN14) – Meaning of “reporting on in accordance with Rule 10”
  • Takeovers Panel waived the cash alternative offer requirement in the privatisation of CITIC International Financial Holdings Limited
  • Appointment of members to the Disciplinary Chair Committee
  • Six-month trial period for communicating comments on documents by fax
 

5 (Jun 2008)

  • Practice Note 10 (PN10) – Reservation of right to waive the whitewash condition
  • Practice Note 11 (PN11) – Application of Rule 12.1 to announcements issued upon trading suspension in compliance with the Listing Rules
  • Reminder about the importance of Rule 25
  • Impending introduction of new Rule 21.7 and the relevance of exempt principal trader (“EPT”) status
  • Update on the activities of the Takeovers Team
 

4 (Mar 2008)

  • Practice Note 9 (PN9) - Exempt fund manager and exempt principal trader status
  • Importance of compliance with Rule 3.6 and Rule 31.3
  • Conclusions Paper on amendments relating to hearings under the Codes

2007

3 (Dec 2007)

  • Takeovers Panel ruled that mandatory general offer be made for China Oriental Group Company Limited
  • Practice Note 6 – Appropriate offers should be made for convertibles or warrants under Rule 13 even if they are not exercisable within the offer period
  • Practice Note 7 –Treatment of certain assets for the purpose of Rule 11.1(f)
  • Practice Note 8 – Reminder about early consultation with the Executive
  • Consultation Paper on new procedures for hearings under the Codes
 

2 (Sep 2007)

  • Practice Note 3 – Implementation of Phase 1 of the Electronic Disclosure Project and the application of Rule 19.1 of the Takeovers Code
  • Practice Note 4 – Can the offer price be increased after a “no increase” statement?
  • Practice Note 5 – Executive’s commenting process does not give immunity
  • Takeovers Panel decisions in relation to pacific Challenge Holdings Limited and Sanmenxia Tianyuan Aluminum Company Limited
  • Consultation Paper on proposed amendments to the Codes
 

1 (May 2007)

  • Welcome Message
  • The Takeovers Executive and the Codes
  • Practice Note 1 – Partial offers
  • Practice Note 2 – Treatment of profit forecasts required by overseas jurisdictions
  • Takeovers Executive publishes a statement on its ruling in relation to PCCW Limited

 

Changes to commenting process on Schedule disclosure requirements and revised PN20

Rule 22 Dealing Disclosure Online Submission system launched and new electronic dealing disclosure forms

Quarterly update on the activities of the Takeovers Team

1 The Executive refers to the Executive Director of Corporate Finance Division of the SFC or his delegate.

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