Entire Section

  • Takeovers and mergers

    • Takeovers Code (14.78-14.79)

      • 14.78

        Listed issuers and their directors must comply with the Takeovers Code. Any breach of the Takeovers Code will be deemed to be a breach of the Exchange Listing Rules. The Exchange may penalise the listed issuer and/or its directors for breaches in accordance with the disciplinary powers contained in Chapter 2A of the Exchange Listing Rules.

      • 14.79 [Repealed]

        [Repealed 1 January 2011]

    • Listing document (14.80)

      • 14.80

        If the consideration under the takeover offer includes securities for which listing is being or is to be sought, the offer document(s) will constitute a listing document. Provided that the offer document complies with the Takeovers Code, it need not comply with rules 11.06 and 11.07.

    • Contents of offer document (14.81)

      • 14.81

        The offer document must contain:—

        (1) a statement whether or not the offeror intends to continue the listing of the listed issuer;
        (2) details of any agreement reached with the Exchange to ensure that the basic condition for listing set out in rule 8.08 will be complied with in respect of the listed issuer;
        (3) a prominent and legible statement in the following form:

        "The Stock Exchange of Hong Kong Limited (the "Exchange") has stated that if, at the close of the offer, less than the minimum prescribed percentage applicable to the listed issuer, being [ ]% of the issued shares, are held by the public, or if the Exchange believes that:—
        •   a false market exists or may exist in the trading of the shares; or
        •   that there are insufficient shares in public hands to maintain an orderly market;
        it will consider exercising its discretion to suspend dealings in the shares.

        [[The Offeror] intends [the listed issuer] to remain listed on the Exchange. The directors of [the Offeror] and the new directors to be appointed to the Board of [the listed issuer] will jointly and severally undertake to the Exchange to take appropriate steps to ensure that sufficient public float exists in [the listed issuer]'s shares.]"
        (4) any other requirements imposed by the Exchange which are not inconsistent with the Takeovers Code.