Securities & Futures Commission of Hong Kong

Takeovers and Mergers Panel and Takeovers Appeal Committee decisions and statements (full version)

The following is a list of decisions and statements made by the Takeovers and Mergers Panel and The Takeovers Appeal Committee. 

Date Decision/Statement Relevant rules under the Codes News release

2 Oct 2019

Ruling on whether Broadford Global Limited is permitted under the terms of its possible offer for the ‘H’ Shares in Dalian Port (PDA) Company Limited set out in its Rule 3.5 possible offer announcement dated 4th June, 2019 to deduct the dividend paid from the offer price in cash of HK$1.0127 for each ‘H’ Share in the Company

General Principles 6 and Rule 9.1

2 Oct 2019

22 July 2019

Ruling on whether the mandatory general offer obligation that would result from the proposed transfer of an interest in Magang (Group) Holding Company Limited, the controlling shareholder of Maanshan Iron & Steel Company Limited, should be waived, and, if not, the applicable offer price per H share for the purposes of the offer

Note 6(a) Rule 26.1

22 July 2019
10 May 2017 Ruling on an application for a waiver of the obligation to make a mandatory general offer for the shares of Television Broadcasts Limited under the Takeovers Code arising from an offer under the Share Buy-backs Code and related matters

General Principles 1 and 5,

Note 1 on dispensations from Rule 26,

Rule 3 of the Share Buy-backs Code.

10 May 2017 

Press release by the Takeovers Executive (10 May 2017)

7 Oct 2016

Ruling on a review of the decision of the Takeovers Executive that the offer for L&A International Holdings Limited need not be altered pursuant to Rule 24.2 of the Takeovers Code

Rule 24.2

12 Oct 2016

17 May 2016

Ruling on whether certain agreements between Mr Chen Wen Xin and a subsidiary of Alibaba Group Holding Limited constituted a special deal under Rule 25 of the Takeovers Code; and, if they did, whether the whitewash waiver granted was invalidated; and, as a consequence, was a mandatory general offer obligation triggered and, if so, at what price will the mandatory general offer be made

Rule 25

18 May 2016

21 Dec 2015

Ruling on whether a general offer obligation will result from the proposed transfer of the controlling shareholding interest in The Cross-Harbour (Holdings) Limited by Y.T. Realty Group Limited to Mr. Cheung Chung Kiu and, if so, whether it should be waived

Note 6(a) Rule 26.1

21 Dec 2015

19 Oct 2015

Ruling on a review of the decision of the Takeovers Executive to waive the mandatory general offer obligation which would otherwise have arisen for Mittal Steel Holdings AG in relation to the shares of China Oriental Group Company Limited

 Rule 26.1

19 Oct 2015

2 July 2015

Sanctions imposed in respect of disciplinary proceedings against certain parties for the breach of mandatory offer requirement in relation to ENM Holdings Limited (formerly known as e-New Media Company Limited)

(See also Panel’s decision dated 8 April 2015)

Section 12.2 of Introduction

2 July 2015

8 Apr 2015

Decision in respect of disciplinary proceedings against certain parties for the breach of mandatory offer requirement in relation to ENM Holdings Limited (formerly known as e-New Media Company Limited)

Definition of "acting in concert" and "control", Rule 26.1

16 Apr 2015

14 Oct 2014

Ruling on a review of the decision of the Takeovers Executive relating to whether a mandatory offer obligaton had arisen for Mittal Steel Holdings AG in relation to the shares of China Oriental Group Company Limited

Rule 26.1

15 Oct 2014

30 Jun 2014

Ruling on whether SouthGobi Resources Limited should be considered a "public company in Hong Kong" within the meaning of the Codes

Sections 4.1 and 4.2 of Introduction

30 Jun 2014

1 Feb 2013

Ruling on whether a chain principle offer will be triggered for Greenheart Group Limited upon the implementation of the restructuring of Sino-Forest Corporation

Note 8 to Rule 26.1

1 Feb 2013

12 Apr 2012

Ruling on statements made by a representative of the Offerors regarding China Gas Holdings Limited

Rules 18.1 and 18.3

12 Apr 2012

24 May 2011

Ruling on whether certain parties were acting in concert in relation to Hung Hing Printing Group Limited and related issues

Definition of “acting in concert”, Rule 26.1 and Note 7 to Rule 26.1

24 May 2011

17 May 2011

Ruling on whether Husky Energy Inc is a “public company in Hong Kong” within the meaning of the Codes

 

 

Sections 4.1 and 4.2 of Introduction

30 Jun 2011

20 Dec 2010

Ruling on whether certain parties were acting in concert in relation to Merdeka Resources Holdings Limited and whether a mandatory general offer obligation had been incurred

Definition of “acting in concert”, Rule 26.1, Notes 1, 6(a) and 7 to Rule 26.1

20 Dec 2010

24 May 2010

 

Ruling on whether Rich Legend International Limited, a wholly owned subsidiary of China Gas Holdings Limited, may invoke certain conditions in respect of the conditional voluntary general offer for Zhongyu Gas Holdings Limited and the Offeror should proceed with its offers

Rule 5, Note 2 to Rule 30.1

24 May 2010

21 Apr 2009

Ruling on whether Nam Tai Electronics, Inc. is permitted to extend its offer for Nam Tai Electronic and Electrical Products Limited having previously announced that such an offer had lapsed

Rules 18.2 and 31.1

 

21 Apr 2009

10 Dec 2008

Ruling on whether to waive a mandatory general offer obligation which would result from a proposed transfer of an interest in Hong Kong Aircraft Engineering Company Limited by Cathay Pacific Airways Limited to a subsidiary of Swire Pacific Limited

Note 6(a) Rule 26.1

19 Jan 2009

29 Aug 2008

Ruling on whether the proposed acquisition by the Fung family of 5% interest and by China Life Insurance Company Limited of a 10% interest in Wing Hang Bank would give rise to a mandatory general offer obligation under Rule 26.1

Notes 1 and 6(a) to Rule 26.1

24 Feb 2009

29 Jul 2008

Ruling on whether a cash alternative should be required under Rule 23.1(b) as a result of the acquisition of shares in CITIC International Financial Holdings Limited for cash by Lehman Brothers Asia Limited or persons controlling, controlled by or under the same control as Lehman during the offer period

Rule 23.1(b)

30 Jul 2008

6 Dec 2007

Ruling on whether certain parties are acting in concert in relation to China Oriental Group Company Limited and related issues

Definition of “acting in concert”, Rules 25 and 26.1

 

6 Dec 2007

 

6 Aug 2007

Ruling on the comparable offer price to be made for the H shares in Sanmenxia Tianyuan Aluminum Company Limited

Rule 14

6 Aug 2007

16 Jul 2007

Decisions in respect of disciplinary proceedings relating to allegations that certain parties were acting in concert in respect of Pacific Challenge Holdings Limited and that their failure to make a general offer was in breach of Rule 26.1

Definition of “acting in concert”, Rule 26.1

17 Jul 2007

17 Dec 2003

Ruling on the application of Rule 32.1 to an on-market share repurchase programme by CLP Holdings Limited 

Rule 32.1

19 Dec 2003

8 Nov 2002

Ruling on whether International Capital Network Limited must comply with certain provisions of the Takeovers Code in response to an offer by Koffman Securities Limited

Rules 2.1 and 8.4

8 Nov 2002

10 Jul 2002

Ruling on whether a concert party has been formed in respect of China Motor Bus Co Ltd

 

Definition of “acting in concert”

11 Jul 2002

13 May 2002

Ruling on whether certain parties are acting in concert in respect of Symphony Holdings Limited

 

Definition of “acting in concert”

14 May 2002

2 Apr 2002

Cold shoulder order and public censure for the failure to make a mandatory general offer for Tack Hsin Holdings Limited

Rule 26.1

2 Apr 2002

28 Sep 2001

Ruling on whether shares in UDL Holdings Limited issued to the Scheme Administrator carry voting rights within the meaning of the Takeovers Code

Definition of “voting rights”

3 Oct 2001

4 Sep 2001

Decision on whether an application by Chaterbase Management Limited regarding UDL Holdings Limited was an abuse of process or frivolous

Sections 11.1 and 16.1 of Introduction

17 Sep 2001

2 Jun 2000

Ruling on whether a clarification announcement by Singapore Telecommunications Limited is required in connection with Cable & Wireless HKT Limited

Rule 3.1(a)

2 Aug 2000

30 Mar 2000

Ruling on whether share repurchases constitute disqualifying transactions for the purposes of whitewash waiver applications in Regent Pacific Group Limited

Rule 32, paragraph 3 of Schedule VI, Rule 8 (current Rule 6) of the Share Repurchase Code

5 Apr 2000

9 Nov 1999

Ruling on whether Cobra Technologies Corp. has triggered a mandatory general offer obligation under Rule 26 as a result of Cobra’s acquisition of (i) 10.25% of the shares of Tse Sui Luen Jewellery (International) Limited and (ii) the rights, title and interest of UBS AG in certain financing and security documents

Rule 26.1

10 Nov 1999

24 Jun 1999

Cold shoulder order and public censure for the failure to make a mandatory general offer for Kong Tai International Holdings Company Limited

Appendix 1
Appendix 2
Appendix 3
Appendix 4
Appendix 5

Definition of “acting in concert”, Rules 26.1

24 Jun 1999

8 Jun 1999

Decision on proposed disciplinary action for the failure to make a mandatory general offer for South East Group Limited (formerly Benelux International Limited) and subsequent cold shoulder order 

Rule 26.1

24 May 1999

8 Jun 1999

20 Aug 1999

14 Apr 1999

Ruling on the application of Rule 26.3 on the determination of the offer price in relation to Far East Aluminium (Holdings) Limited

Rule 26.3

22 Apr 1999

25 Mar 1999

Review by the Takeovers Appeal Committee on whether the sanctions imposed by the Takeovers Panel for the failure to make a general offer for Shun Ho Resources Holdings Limited was unfair or excessive

(See also Panel’s decision dated 29 November 1995 and Panel’s decision dated 20 December 1993)

--

15 Apr 1999

28 May 1998

Ruling on whether there is a break up of a concert party holding shares in Golden Power International Holdings Limited

Definition of “acting in concert”

28 May 1998

1 Mar 1997

Ruling on whether an unconditional mandatory general offer for Kwong Sang Hong International Limited may be made immediately after a privatisation offer has lapsed

Rule 31.1

 

14 May 1996

Ruling on the application of Rule 13 in relation to a proposed offer for warrants of Asean Resources Holdings Limited

Rule 13

14 May 1996

29 Nov 1995

Cold shoulder order and compensation proposal for the failure to make a mandatory general offer for Shun Ho Resources Holdings Limited  

(See also Panel’s decision dated 20 December 1993 and Takeovers Appeal Committee decision dated 25 March 1999)

--

15 Apr 1999

18 Aug 1995

Public censure for breaches of Rule 26 in relation to dealings in the shares of Rich City Packaging Holdings Limited

Rule 26

18 Aug 1995

10 Jul 1995

Ruling on whether general offer requirements in connection with a proposed share repurchase by way of general offer for Elec & Eltek International Holdings Limited may be waived

Rule 32, Rule 8 (current Rule 6) of the Share Repurchase Code

 

3 Jul 1995

Ruling on whether consent should be given under Rule 28 for the making of a partial offer for 51% of Kong Wah Holdings Limited

Rule 28

4 Jul 1995

13 Apr 1995

Ruling on the application of the chain principle under Note 8 to Rule 26.1 to the acquisition of statutory control of The National Mutual Life Association of Australasia

Note 8 to Rule 26.1

 

10 Oct 1994

Ruling on the suitability of Anglo Chinese Corporate Finance, Limited to act as independent financial adviser in the conditional cash offer by Emperor (China Concept) Investments Limited for Hong Kong Daily News Holdings Limited

Rule 2

 

11 Aug 1994

Ruling on the application of the chain principle under Note 8 to Rule 26.1 to the proposed voluntary offer for Seapower International Holdings Limited

Note 8 to Rule 26.1

5 Oct 1994

1 Jul 1994

Ruling on the application of Rule 21.2 in respect of a placing of shares of Unisouth Holdings Limited during an offer

Rule 21.2

 

20 Dec 1993

Sanctions imposed following the enquiry made in respect of possible breach of Rule 33 in relation to Shun Ho Resources Holdings Limited

(See also Panel Statement dated 29 November 1995 and Takeovers Appeal Committee decision dated 25 March 1999)

Rule 33 (current Rule 26)

15 Apr 1999

29 Sep 1993

Press Release regarding Panel’s decision on whether there is a concert party relationship between the Kuok Group and Newscorp in respect of South China Morning Post (Holdings) Limited

Definition of “acting in concert”

29 Sep 1993

12 Jul 1993

Ruling on the suitability of Anglo Chinese Corporate Finance, Limited to act as independent financial adviser in the offer for Lolliman Holdings Limited

Rule 2

12 Jul 1993

13 Jan 1993

Ruling on the suitability of Seapower Corporate Finance Limited to act as independent financial adviser in the offer for Success Holdings Limited

Rule 2

13 Jan 1993

13 Jan 1993

Ruling on (1) the suitability of Internationale Nerderlanden Capital Markets (Hong Kong) Limited to act as independent financial adviser and (2) the offer price under the chain principle under Note 8 to Rule 26.1 in the offers for Pacpo Holdings Limited and Hong Kong Building and Loan Agency Limited

Rule 2, Note 8 to Rule 26.1

13 Jan 1993

 

10 Oct 1990

Decision of the Committee on Takeovers and Mergers in the matter of Jademan (Holdings) Limited

 

10 Oct 1990

Note:

In some of these documents, the names of certain individuals have been masked as 10 years have elapsed since the public criticism of them was made.

3.9041 s