Additional requirements for very substantial disposals and very substantial acquisitions
In the case of a very substantial disposal or a very substantial acquisition, the listed issuer must comply with the requirements for all transactions and for major transactions set out in rules 14.34 to 14.37, 14.38A and 14.41.
A very substantial disposal and a very substantial acquisition must be made conditional on approval by shareholders in general meeting. No written shareholders' approval will be accepted in lieu of holding a general meeting. The Exchange will require any shareholder and his close associates to abstain from voting at the relevant general meeting on the relevant resolution(s) if such shareholder has a material interest in the transaction.
[Repealed 1 January 2009]
The circular must be despatched to the shareholders of the listed issuer at the same time as or before the listed issuer gives notice of the general meeting to approve the transaction referred to in the circular. The circular must contain the information required under rules 14.63, 14.68 (for a very substantial disposal) and 14.69 (for a very substantial acquisition).
A listed issuer shall despatch to its shareholders any revised or supplementary circular and/ or provide any material information that has come to the attention of the directors after the issue of the circular (by way of announcement published in accordance with rule 2.07C) on the transaction to be considered at a general meeting not less than 10 business days before the date of the relevant general meeting.
Note: The listed issuer must assess the scale of revisions or updating required and materiality of the new information, revisions or updating required that has come to its attention after publication of the circular, when deciding whether to issue a revised or supplementary circular or publish an announcement in accordance with rule 2.07C. Where the revisions or updating required are significant, the listed issuer must consider carefully whether it would be better to publish a revised or supplementary circular rather than provide particulars of the changes in an announcement. The listed issuer should not overwhelm or confuse investors with lengthy announcements describing changes to information contained in the original circular.
The meeting must be adjourned before considering the relevant resolution to ensure compliance with the 10 business day requirement under rule 14.52 by the chairman or, if that is not permitted by the listed issuer's constitutional documents, by resolution to that effect (see also rule 13.41).
Additional requirements for extreme transactions (14.53A)
In the case of an extreme transaction, the listed issuer must:
(1) comply with the requirements for very substantial acquisitions set out in rules 14.48 to 14.53. The circular must contain the information required under rules 14.63 and 14.69; and Note: See also rule 14.57A if the extreme transaction involves a series of transactions and/or arrangements. (2) appoint a financial adviser to perform due diligence on the acquisition targets to put itself in a position to be able to make a declaration in the prescribed form set out in Appendix 29. The financial adviser must submit to the Exchange the declaration before the bulk-printing of the circular for the transaction. Note: See also rules 13.87A to 13.87C for the requirements relating to financial advisers.