Takeovers Code Clause Samples
The Takeovers Code clause sets out the rules and procedures that must be followed when a company is subject to a takeover or merger offer. It typically outlines requirements for disclosure, timelines for responding to offers, and the rights of shareholders during the process. For example, it may require the target company to provide information to all shareholders and ensure that all parties are treated fairly. The core function of this clause is to ensure transparency and fairness in takeover situations, protecting the interests of shareholders and maintaining orderly market conduct.
Takeovers Code. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, to the best knowledge of the Company, Fangyi Collaboration Holdings Limited had an interest (within the meaning of Part XV of the SFO) of approximately 28.16% of the issued share capital of the Company. In the event that the Directors should exercise in full the Repurchase Mandate, his aggregate interests would (assuming that there is no change in relevant circumstances) be increased to approximately 31.29% of the issued share capital of the Company. Fangyi Collaboration Holdings Limited will become obliged to make a mandatory offer to Shareholders under rules 26 and 32 of the Takeovers Code as a result of repurchase of Shares. In any event, the Directors have no present intention to repurchase Shares to such extent which will trigger the mandatory offer requirement pursuant to the Takeovers Code. The Directors will use their best endeavors to ensure the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company.
Takeovers Code. If as a result of a share buyback by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.43% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 50.629% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.240% by Rich Cheer Holdings Limited (“Rich Cheer”), as to approximately 17.835% by Rich Gold Capital Inc. (“Rich Gold”), as to approximately 1.296% by Asahi Group Holdings, Ltd.. Ho Te and Rich Cheer are owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts are as follows: — ▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇ is the settlor of one of the discretionary trusts with ▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇ and ▇▇▇ ▇▇▇-▇▇▇▇ as discretionary objects; — ▇▇▇ ▇▇-▇▇▇▇ is the settlor of one of the discretionary trusts with ▇▇▇ ▇▇-▇▇▇▇ and ▇▇▇ ▇▇▇▇-▇▇▇▇▇ as discretionary objects; — ▇▇▇ ▇▇▇ ▇▇▇-Mien is the settlor of one of the discretionary trusts with ▇▇▇ ▇▇▇ ▇▇▇-Mien and ▇▇▇ ▇▇▇-▇▇▇▇ as discretionary objects; and — ▇▇▇ ▇▇ ▇▇▇▇ is the settlor of one of the discretionary trusts with ▇▇▇ ▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇-▇▇▇▇ as discretionary objects. Rich Gold is wholly owned by Tingho Capital Holding Co., Ltd., which is owned by Profit Surplus 3 Holdings Limited (“Profit Surplus 3”). Profit Surplus 3 is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts have similar structures to those listed above. Lion Trust (Singapore) Limited is the trustee of each of the discretionary trusts mentioned above. In addition, ▇▇▇▇▇ also held 1,882,927,866 Shares, representing approximately 33.43% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 563,183,036 shares in the Company, the respective percentage of shareholdings held b...
Takeovers Code. If as a result of a share buy back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.61% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.761% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.239% by Rich Cheer Holdings Limited (“Rich Cheer”), as to 17.835% by Itochu Corp., and 6.482% by China Foods Investment Corp. a subsidiary of Asahi Breweries, Ltd., and as to the remaining 0.683% by unrelated third parties. Ho Te and ▇▇▇▇ ▇▇▇▇▇ were owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. HSBC International Trustee Limited is the trustee of each of the above four discretionary trusts. In addition, ▇▇▇▇▇ also held 1,882,927,866 Shares, representing approximately 33.61% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 560,287,136 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.61% to 37.34%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and ▇▇▇▇▇ becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.
Takeovers Code. Notwithstanding anything else in this agreement, PGW will not be required to issue any Shares to any person where such issue would, or may, result in PGW or any Agria Holder breaching the Takeovers Code.
Takeovers Code either (i) the Securities and Futures Commission confirming in a written ruling that the transactions contemplated under this Agreement (including the issue of the Conversion Shares pursuant to the Bond Conditions) would not trigger a requirement on any party to make a general offer for all the shares in the Issuer or (ii) a whitewash waiver (as contemplated under Note 1 to Rule 26 of the Takeovers Code) being obtained from the Securities and Futures Commission and approved by the independent Shareholders in accordance with the Takeovers Code;
Takeovers Code. Where the Trust in involved in any form of merger, takeover, amalgamation or restructuring, the Takeovers Code must be complied with and the Trustee and/or the Manager shall as soon as practicable consult with the SFC on the manner in which such activities could be carried out so that it is fair and equitable to all Holders.
Takeovers Code. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, to the best knowledge of the Company, our controlling Shareholder, ▇▇. ▇▇ ▇▇▇ ▇▇▇▇ (through his interest in Puxing Energy and Amber International Investment Co., Ltd.) had or was taken or deemed to have an aggregate interests (within the meaning of Part XV of the SFO) of approximately 95.42% of the issued share capital of the Company. In the event that the Directors should exercise in full the Repurchase Mandate, his aggregate interests would (assuming that there is no change in relevant circumstances) be increased to approximately 106.02% of the issued share capital of the Company. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer to Shareholders under rules 26 and 32 of the Takeovers Code as a result of repurchase of Shares. In any event, the Directors have no present intention to repurchase Shares to such an extent which will trigger the mandatory offer requirement pursuant to the Takeovers Code. The Directors will use their best endeavors to ensure the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company.
Takeovers Code. An offer document containing details of, among other things, the full terms and conditions of the Offer, together with the relevant forms of acceptance, will be despatched to Shareholders as soon as practicable, but in any event within 21 days of the date of this joint announcement or such later date(s) as agreed by the Executive. An independent board committee of the Company comprising all independent non- executive Directors, namely ▇▇. ▇▇▇ Hon Sai, ▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇ and ▇▇. ▇▇▇ ▇▇▇ Man, ▇▇▇▇▇▇▇ will be established to advise the Independent Shareholders in respect of the Offer. An independent financial adviser will also be appointed by the Company to advise the Independent Board Committee regarding the terms of the Offer. The appointment of such an independent financial adviser will be approved by the Independent Board Committee and further announcement will be made by the Company in this regard. The Proposed Acquisition, having taken into account the Ceiling Bidding Price, constitutes a possible very substantial acquisition for the Company under Chapter 14 of the Listing Rules, which requires the approval of the Shareholders at the SGM. The SGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Proposed Acquisition and the transactions contemplated thereunder. As a result of the Share Sale Completion, the Offeror has become the controlling Shareholder holding a total of 2,439,056,744 Shares, representing approximately 66.41% of the existing issued share capital of the Company. None of the Vendors, the Offeror and the Shareholders have a material interest in the Proposed Acquisition which is different from other Shareholders, therefore no Shareholders will be required to abstain from voting at the SGM. Following the Share Sale Completion, each of the Vendors has ceased to be a shareholder of the Company and was not interested in the issued share capital of the Company as at the date of this joint announcement. The Offeror has also given its written consent on the Proposed Acquisition and agreed to vote in favour of the relevant resolutions relating to the Proposed Acquisition at the SGM. A circular containing, among other things, further details of the Proposed Acquisition, the valuation report on the Land and a notice of the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. An application has been made by the Company to the Stock Exchange for a waive...
Takeovers Code. If as a result of a share buy back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.49% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.761% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.239% by Rich Cheer Holdings Limited (“Rich Cheer”), as to 17.835% by Rich Gold Capital Inc., and 6.482% by China Foods Investment Corp., a subsidiary of Asahi Group Holdings, Ltd., and as to the remaining 0.683% by unrelated third parties. Rich Gold Capital Inc. is wholly owned by Tingho Capital Holding Co., Limited, which is owned as to 25% each by ▇▇▇ ▇▇▇▇▇ ▇▇- ▇▇▇ (spouse of ▇▇▇ ▇▇▇-▇▇▇▇), ▇▇▇ ▇▇-▇▇▇▇ (spouse of ▇▇▇ ▇▇▇▇-▇▇▇▇▇), ▇▇▇ ▇▇▇ ▇▇▇▇-▇▇▇▇ (spouse of ▇▇▇ ▇▇▇-▇▇▇▇) and ▇▇▇ ▇▇ ▇▇▇▇ (spouse of ▇▇▇ ▇▇▇-▇▇▇▇). ▇▇ ▇▇ and ▇▇▇▇ ▇▇▇▇▇ were owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. Lion Trust (Singapore) Trustee Limited is the trustee of each of the above four discretionary trusts. In addition, ▇▇▇▇▇ also held 1,882,927,866 Shares, representing approximately 33.49% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 562,237,636 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.49% to 37.21%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and ▇▇▇▇▇ becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.