Independent Third Party Investment
The terms of a De-SPAC Transaction must include investment from third party investors who must meet independence requirements consistent with those that apply to an independent financial adviser under rule 13.84. Such third party investors must be Professional Investors.
Note 1: For the purpose of this rule, references in rule 13.84 to the appointment of an independent financial adviser and its duties should be disregarded.
Note 2: Such independent third party investors must submit a confirmation in writing to the Exchange of their independence as required by this rule.
The total funds to be raised from the independent third party investors referred to in rule 18B.40 must constitute at least the following percentage of the negotiated value of the De-SPAC Target as stated in the announcement referred to in rule 18B.44.
Negotiated value of the De-SPAC Target (“A”) Minimum independent third party investment as a percentage of (A) Less than HK$2,000,000,000 25% HK$2,000,000,000 or more but less than HK$5,000,000,000 15% HK$5,000,000,000 or more but less than HK$7,000,000,000 10% HK$7,000,000,000 or more 7.5% Note 1: The Exchange may accept a lower percentage than 7.5% in the case of a De-SPAC Target with a negotiated value larger than HK$10,000,000,000.
Note 2: A SPAC must demonstrate to the Exchange that the required minimum independent third party investments have been committed by the time of the announcement referred to in rule 18B.44.
The independent third party investment referred to in rule 18B.41 must include significant investment from sophisticated investors, as defined by the Exchange in guidance published on the Exchange’s website, as amended from time to time.
The investments made by the independent third party investors referred to in rule 18B.40 must result in their beneficial ownership of the listed shares in the Successor Company.
Note: Other forms of investments (such as investments resulting in the receipt of convertible bonds) will not be counted for the purpose of determining the satisfaction of the thresholds set out in rule 18B.41.