Corporates

Takeovers and Mergers Panel and Takeovers Appeal Committee decisions and statements (full version)

The following is a list of decisions and statements made by the Takeovers and Mergers Panel and The Takeovers Appeal Committee. 

 

Date Decision/Statement Relevant rules under the Codes News release
2 Oct 2019 Ruling on whether Broadford Global Limited is permitted under the terms of its possible offer for the ‘H’ Shares in Dalian Port (PDA) Company Limited set out in its Rule 3.5 possible offer announcement dated 4th June, 2019 to deduct the dividend paid from the offer price in cash of HK$1.0127 for each ‘H’ Share in the Company General Principles 6 and Rule 9.1 2 Oct 2019
22 July 2019 Ruling on whether the mandatory general offer obligation that would result from the proposed transfer of an interest in Magang (Group) Holding Company Limited, the controlling shareholder of Maanshan Iron & Steel Company Limited, should be waived, and, if not, the applicable offer price per H share for the purposes of the offer Note 6(a) Rule 26.1 22 July 2019
10 May 2017 Ruling on an application for a waiver of the obligation to make a mandatory general offer for the shares of Television Broadcasts Limited under the Takeovers Code arising from an offer under the Share Buy-backs Code and related matters General Principles 1 and 5,

Note 1 on dispensations from Rule 26,

Rule 3 of the Share Buy-backs Code.
10 May 2017

 

Press release by the Takeovers Executive (10 May 2017)
7 Oct 2016 Ruling on a review of the decision of the Takeovers Executive that the offer for L&A International Holdings Limited need not be altered pursuant to Rule 24.2 of the Takeovers Code Rule 24.2 12 Oct 2016
17 May 2016 Ruling on whether certain agreements between Mr Chen Wen Xin and a subsidiary of Alibaba Group Holding Limited constituted a special deal under Rule 25 of the Takeovers Code; and, if they did, whether the whitewash waiver granted was invalidated; and, as a consequence, was a mandatory general offer obligation triggered and, if so, at what price will the mandatory general offer be made Rule 25 18 May 2016
21 Dec 2015 Ruling on whether a general offer obligation will result from the proposed transfer of the controlling shareholding interest in The Cross-Harbour (Holdings) Limited by Y.T. Realty Group Limited to Mr. Cheung Chung Kiu and, if so, whether it should be waived Note 6(a) Rule 26.1 21 Dec 2015
19 Oct 2015 Ruling on a review of the decision of the Takeovers Executive to waive the mandatory general offer obligation which would otherwise have arisen for Mittal Steel Holdings AG in relation to the shares of China Oriental Group Company Limited Rule 26.1 19 Oct 2015
2 July 2015 Sanctions imposed in respect of disciplinary proceedings against certain parties for the breach of mandatory offer requirement in relation to ENM Holdings Limited (formerly known as e-New Media Company Limited)

 

(See also Panel’s decision dated 8 April 2015)
Section 12.2 of Introduction 2 July 2015
8 Apr 2015 Decision in respect of disciplinary proceedings against certain parties for the breach of mandatory offer requirement in relation to ENM Holdings Limited (formerly known as e-New Media Company Limited) Definition of "acting in concert" and "control", Rule 26.1 16 Apr 2015
14 Oct 2014 Ruling on a review of the decision of the Takeovers Executive relating to whether a mandatory offer obligaton had arisen for Mittal Steel Holdings AG in relation to the shares of China Oriental Group Company Limited Rule 26.1 15 Oct 2014
30 Jun 2014 Ruling on whether SouthGobi Resources Limited should be considered a "public company in Hong Kong" within the meaning of the Codes Sections 4.1 and4.2 of Introduction 30Jun 2014
1 Feb 2013 Ruling on whether a chain principle offer will be triggered for Greenheart Group Limited upon the implementation of the restructuring of Sino-Forest Corporation Note 8 to Rule 26.1 1 Feb 2013
12 Apr 2012 Ruling on statements made by a representative of the Offerors regarding China Gas Holdings Limited Rules 18.1 and 18.3 12 Apr 2012
24 May 2011 Ruling on whether certain parties were acting in concert in relation to Hung Hing Printing Group Limited and related issues Definition of “acting in concert”, Rule 26.1 and Note 7 to Rule 26.1 24 May 2011
17 May 2011 Ruling on whether Husky Energy Inc is a “public company in Hong Kong” within the meaning of the Codes

 

 
Sections 4.1 and 4.2 of Introduction 30 Jun 2011
20 Dec 2010 Ruling on whether certain parties were acting in concert in relation to Merdeka Resources Holdings Limited and whether a mandatory general offer obligation had been incurred Definition of “acting in concert”, Rule 26.1, Notes 1, 6(a) and 7 to Rule 26.1 20 Dec 2010
24 May 2010 Ruling on whether Rich Legend International Limited, a wholly owned subsidiary of China Gas Holdings Limited, may invoke certain conditions in respect of the conditional voluntary general offer for Zhongyu Gas Holdings Limited and the Offeror should proceed with its offers Rule 5, Note 2 to Rule 30.1 24 May 2010
21 Apr 2009 Ruling on whether Nam Tai Electronics, Inc. is permitted to extend its offer for Nam Tai Electronic and Electrical Products Limited having previously announced that such an offer had lapsed Rules 18.2 and 31.1

 

 
21 Apr 2009
10 Dec 2008 Ruling on whether to waive a mandatory general offer obligation which would result from a proposed transfer of an interest in Hong Kong Aircraft Engineering Company Limited by Cathay Pacific Airways Limited to a subsidiary of Swire Pacific Limited Note 6(a) Rule 26.1 19 Jan 2009
29 Aug 2008 Ruling on whether the proposed acquisition by the Fung family of 5% interest and by China Life Insurance Company Limited of a 10% interest in Wing Hang Bank would give rise to a mandatory general offer obligation under Rule 26.1 Notes 1 and 6(a) to Rule 26.1 24 Feb 2009
29 Jul 2008 Ruling on whether a cash alternative should be required under Rule 23.1(b) as a result of the acquisition of shares in CITIC International Financial Holdings Limited for cash by Lehman Brothers Asia Limited or persons controlling, controlled by or under the same control as Lehman during the offer period Rule 23.1(b) 30 Jul 2008
6 Dec 2007 Ruling on whether certain parties are acting in concert in relation to China Oriental Group Company Limited and related issues Definition of “acting in concert”, Rules 25 and 26.1

 

 
6 Dec 2007

 

 
6 Aug 2007 Ruling on the comparable offer price to be made for the H shares in Sanmenxia Tianyuan Aluminum Company Limited Rule 14 6 Aug 2007
16 Jul 2007 Decisions in respect of disciplinary proceedings relating to allegations that certain parties were acting in concert in respect of Pacific Challenge Holdings Limited and that their failure to make a general offer was in breach of Rule 26.1 Definition of “acting in concert”, Rule 26.1 17 Jul 2007
17 Dec 2003 Ruling on the application of Rule 32.1 to an on-market share repurchase programme by CLP Holdings Limited Rule 32.1 19 Dec 2003
8 Nov 2002 Ruling on whether International Capital Network Limited must comply with certain provisions of the Takeovers Code in response to an offer by Koffman Securities Limited Rules 2.1 and 8.4 8 Nov 2002
10 Jul 2002 Ruling on whether a concert party has been formed in respect of China Motor Bus Co Ltd

 

 
Definition of “acting in concert” 11 Jul 2002
13 May 2002 Ruling on whether certain parties are acting in concert in respect of Symphony Holdings Limited

 

 
Definition of “acting in concert” 14 May 2002
2 Apr 2002 Cold shoulder order and public censure for the failure to make a mandatory general offer for Tack Hsin Holdings Limited Rule 26.1 2 Apr 2002
28 Sep 2001 Ruling on whether shares in UDL Holdings Limited issued to the Scheme Administrator carry voting rights within the meaning of the Takeovers Code Definition of “voting rights” 3 Oct 2001
4 Sep 2001 Decision on whether an application by Chaterbase Management Limited regarding UDL Holdings Limited was an abuse of process or frivolous Sections 11.1 and 16.1 of Introduction 17 Sep 2001
2 Jun 2000 Ruling on whether a clarification announcement by Singapore Telecommunications Limited is required in connection with Cable & Wireless HKT Limited Rule 3.1(a) 2 Aug 2000
30 Mar 2000 Ruling on whether share repurchases constitute disqualifying transactions for the purposes of whitewash waiver applications in Regent Pacific Group Limited Rule 32, paragraph 3 of Schedule VI, Rule 8 (current Rule 6) of the Share Repurchase Code 5 Apr 2000
9 Nov 1999 Ruling on whether Cobra Technologies Corp .has triggered a mandatory general offer obligation under Rule 26 as a result of Cobra’s acquisition of (i) 10.25% of the shares of Tse Sui Luen Jewellery (International) Limited and (ii) the rights, title and interest of UBS AG in certain financing and security documents Rule 26.1 10 Nov 1999
24 Jun 1999 Cold shoulder order and public censure for the failure to make a mandatory general offer for Kong Tai International Holdings Company Limited

 

Appendix 1
Appendix 2
Appendix 3
Appendix 4
Appendix 5
Definition of “acting in concert”, Rules 26.1 24 Jun 1999
8 Jun 1999 Decision on proposed disciplinary action for the failure to make a mandatory general offer for South East Group Limited (formerly Benelux International Limited) and subsequent cold shoulder order Rule 26.1 24 May 1999

8 Jun 1999

20 Aug 1999
14 Apr 1999 Ruling on the application of Rule 26.3 on the determination of the offer price in relation to Far East Aluminium (Holdings) Limited Rule 26.3 22 Apr 1999
25 Mar 1999 Review by the Takeovers Appeal Committee on whether the sanctions imposed by the Takeovers Panel for the failure to make a general offer for Shun Ho Resources Holdings Limited was unfair or excessive

 

(See also Panel’s decision dated 29 November 1995 and Panel’s decision dated 20 December 1993)
-- 15 Apr 1999
28 May 1998 Ruling on whether there is a break up of a concert party holding shares in Golden Power International Holdings Limited Definition of “acting in concert” 28 May 1998
1 Mar 1997 Ruling on whether an unconditional mandatory general offer for Kwong Sang Hong International Limited may be made immediately after a privatisation offer has lapsed Rule 31.1  
14 May 1996 Ruling on the application of Rule 13 in relation to a proposed offer for warrants of Asean Resources Holdings Limited Rule 13 14 May 1996
29 Nov 1995 Cold shoulder order and compensation proposal for the failure to make a mandatory general offer for Shun Ho Resources Holdings Limited

 

(See also Panel’s decision dated 20 December 1993 and Takeovers Appeal Committee decision dated 25 March 1999)
-- 15 Apr 1999
18 Aug 1995 Public censure for breaches of Rule 26 in relation to dealings in the shares of Rich City Packaging Holdings Limited Rule 26 18 Aug 1995
10 Jul 1995 Ruling on whether general offer requirements in connection with a proposed share repurchase by way of general offer for Elec & Eltek International Holdings Limited may be waived Rule 32, Rule 8 (current Rule 6) of the Share Repurchase Code  
3 Jul 1995 Ruling on whether consent should be given under Rule 28 for the making of a partial offer for 51% of Kong Wah Holdings Limited Rule 28 4 Jul 1995
13 Apr 1995 Ruling on the application of the chain principle under Note 8 to Rule 26.1 to the acquisition of statutory control of The National Mutual Life Association of Australasia Note 8 to Rule 26.1  
10 Oct 1994 Ruling on the suitability of Anglo Chinese Corporate Finance, Limited to act as independent financial adviser in the conditional cash offer by Emperor (China Concept) Investments Limited for Hong Kong Daily News Holdings Limited Rule 2  
11 Aug 1994 Ruling on the application of the chain principle under Note 8 to Rule 26.1 to the proposed voluntary offer for Seapower International Holdings Limited Note 8 to Rule 26.1 5 Oct 1994
1 Jul 1994 Ruling on the application of Rule 21.2 in respect of a placing of shares of Unisouth Holdings Limited during an offer Rule 21.2  
20 Dec 1993 Sanctions imposed following the enquiry made in respect of possible breach of Rule 33 in relation to Shun Ho Resources Holdings Limited

 

(See also Panel Statement dated 29 November 1995 and Takeovers Appeal Committee decision dated 25 March 1999)
Rule 33 (current Rule 26) 15 Apr 1999
29 Sep 1993 Press Release regarding Panel’s decision on whether there is a concert party relationship between the Kuok Group and Newscorpin respect of South China Morning Post (Holdings) Limited Definition of “acting in concert” 29 Sep 1993
12 Jul 1993 Ruling on the suitability of Anglo Chinese Corporate Finance, Limited to act as independent financial adviser in the offer for Lolliman Holdings Limited Rule 2 12 Jul 1993
13 Jan 1993 Ruling on the suitability of Seapower Corporate Finance Limited to act as independent financial adviser in the offer for Success Holdings Limited Rule 2 13 Jan 1993
13 Jan 1993 Ruling on (1) the suitability of Internationale Nerderlanden Capital Markets (Hong Kong) Limited to act as independent financial adviser and (2) the offer price under the chain principle under Note 8 to Rule 26.1 in the offers for Pacpo Holdings Limited and Hong Kong Building and Loan Agency Limited Rule 2, Note 8 to Rule 26.1 13 Jan 1993

 

 
10 Oct 1990 Decision of the Committee on Takeovers and Mergers in the matter of Jademan (Holdings) Limited 10 Oct 1990

Note:

In some of these documents, the names of certain individuals have been masked as 10 years have elapsed since the public criticism of them was made.

Last update: 2 Oct 2019

We use cookies to improve the website performance and user experience. If you continue to use this website, you are agreeing to their uses. Learn more about our privacy policy.