Entire Section

  • Shareholders' approval (14.40-14.43)

    • 14.40

      A major transaction must be made conditional on approval by shareholders.

    • 14.41

      The circular must be despatched to the shareholders of the listed issuer:

      (a) if the transaction is approved or is to be approved by way of written shareholders' approval from a shareholder or a closely allied group of shareholders under rule 14.44, within 15 business days after publication of the announcement; or
      (b) if the transaction is to be approved by shareholders at a general meeting, at the same time as or before the listed issuer gives notice of the general meeting to approve the transaction.

      The circular shall contain information required under rules 14.63, 14.66, 14.67 (for an acquisition only) and 14.70 (for a disposal only).

    • 14.42

      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 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.

    • 14.43

      The meeting must be adjourned before considering the relevant resolution to ensure compliance with the 10 business day requirement under rule 14.42 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).