DOCSLIB.ORG

Mergers and Acquisitions Guidance Note

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Mergers and Acquisitions Guidance Note Issue 5 • May 2020 Mergers and Acquisitions Guidance Note Public M&A in Hong Kong: an introductory guide Does the Code apply? This article looks at, in outline, the principal issues surrounding The Code applies not only to companies with a primary mergers and acquisitions (M&As) where the target is a public listing on the Hong Kong Stock Exchange (the Exchange), company (which can be listed or unlisted) in Hong Kong and but also to public companies in Hong Kong, even if introduces the key considerations for companies, investors and they are unlisted.1 Whether a company is considered a their advisers when in a takeover or privatisation situation. public company in Hong Kong will depend on a range of factors, including the location of its head office Regulations governing public takeovers in Hong Kong and place of central management, the location of its Public M&As in Hong Kong are regulated principally by the business and assets (including corporate and tax status) Codes on Takeovers and Mergers and Share Buy-backs (Code). and whether, in the absence of the Code applying, Hong The Code, which is intended to afford fair and equal treatment Kong shareholders would be afforded protection under of shareholders, does not have the force of law. However, it is an alternative regime. administered by the Securities and Futures Commission (SFC) and its rules are, in practice, binding on all market participants. Friendly or hostile? Takeovers in Hong Kong can be made with or without Other key sources of regulation governing takeovers are the the support of the target company’s board. However, Listing Rules and the Companies Ordinance. Sector specific while there are no restrictions on hostile takeovers in regulation may also apply depending on the type of business Hong Kong, they are uncommon in comparison to other involved (for example the Telecommunications Ordinance). major global markets like New York and London. This is largely a function of the fact that listed companies This article deals primarily with Hong Kong legislation and in Hong Kong are frequently tightly held, often with rules. However, laws applicable in other jurisdictions will often a founding family having a large stake, meaning that be relevant to a takeover of a Hong Kong listed company, in achieving control without the support of the major particular if – as is often the case – the target is incorporated shareholder(s) (and their board representatives) can be overseas. impossible. 1 The Code also applies to real estate investment trusts (REITs) with a primary listing of their units in Hong Kong. However, the rules applicable to REITS are beyond the scope of this article. Issue 5 • May 2020 Mergers and AcquisitionsPublic GuidanceGovernance Note Two principal deal structures (see ‘Squeeze out’ below). The consideration for a mandatory There are two principal methods of acquiring a target: general offer must also be in cash or, at the least, contain a • by way of a general offer (voluntary or mandatory), or cash alternative. • by way of a scheme of arrangement (whether under the Companies Ordinance for a Hong Kong company or under Scheme of arrangement the relevant companies legislation in the jurisdiction of An alternative form of acquiring the target is by way of a incorporation of the target). scheme of arrangement. A scheme is typically structured as a proposal to cancel (or transfer to the bidder) all shares in the By and large, the Code and other applicable laws and target in return for cash or shares. For a Hong Kong incorporated regulations will apply equally to both general offers and company this would be a scheme of arrangement under the schemes of arrangement. Companies Ordinance, but similar provisions exist under both the Cayman Islands and Bermuda companies legislation. General offer A general offer is a contractual offer to acquire all of the shares Under the Companies Ordinance (which applies to Hong in the target (those shares not already owned or agreed to be Kong incorporated targets), to become effective a scheme acquired by them outside of the offer). A general offer can must be approved at a shareholders’ meeting by shareholders either be voluntary, or, where the Code requires the bidder to representing at least 75% of the voting rights present and launch an offer, mandatory. The Code also allows an offer to be voting at the scheme meeting and the votes cast against the 2 a partial offer , which is an offer only for part of the shares in scheme must not exceed 10% of the total voting rights attached the target, in limited circumstances. to all ‘disinterested shares’ in the company (not solely those present and voting at the scheme meeting). Disinterested shares There are broadly two circumstances in which a mandatory bid are, broadly, all those shares that are not owned by the offeror will be required: or its concert parties. 3 (1) where a person or persons ‘acting in concert’ (see below), acquires 30% or more of the voting rights in the target, or On top of the Companies Ordinance requirements, the Code also requires that: (i) the scheme must be approved by at least 75% (2) where a person or concert party that holds between 30 of the votes attaching to ‘disinterested shares’ that are present and 50% acquires further shares carrying more than 2% of at a duly convened meeting of the holders of the disinterested the voting rights in the target (by reference to its lowest shares; and (ii) the number of votes cast against the scheme shareholding over the past 12 months).4 must not be more than 10% of the votes attaching to all disinterested shares.5 All general offers are required to be conditional on the bidder acquiring more than 50% of the voting rights in the target. In addition to the shareholders’ approval, the key distinction The key difference between a voluntary general offer and a in terms of process between a scheme and a general offer is mandatory general offer is that a mandatory offer must only that the scheme must be sanctioned by the Court. This is not be conditional on the bidder acquiring more than 50% of the a ‘rubber-stamp’ exercise and the Court will scrutinise the voting rights in the target. In contrast, voluntary general offers scheme to confirm not only that the provisions of the statute can be subject to a higher acceptance condition and may have been complied with, but also that the shareholders were contain objective conditions, including on the bidder receiving fairly represented at the meeting and the terms of the scheme a higher level of acceptances to enable the bidder to squeeze are such that an intelligent and honest person might reasonably out any remaining minority shareholders on a compulsory basis approve them in respect of her interest in the company. 2 The rules attaching to partial offers are beyond the scope of this article, which addresses offers for all the issued share capital of the company only. However, Rule 28 of the Code does permit a bidder to make a partial offer to acquire a certain proportion of each shareholder’s shares. Such offers have historically been rare in Hong Kong. 3 Acting in concert: For the purposes of the Code, persons are acting in concert where, pursuant to an agreement or understanding (whether formal or informal), they actively co-operate to obtain or consolidate ‘control’ of a company through the acquisition by any of them of voting rights. The Code contains a number of rebuttable presumptions where, unless the contrary is established, persons will be presumed to be acting in concert (for example, a parent and subsidiary or a company and its directors and their close relatives). 4 The obligation to make a mandatory offer may be waived if there is an independent vote at a shareholders’ meeting of the target at which 75% of independent votes approve a waiver (referred to as a ‘whitewash waiver’). However, notwithstanding a vote from shareholders, the SFC maintains discretion over whether or not to waive the requirement and it will typically attach significant weight on the ability of shareholders to exit their investment via a general offer where a new controlling shareholders enters the register. 5 While this second limb appears to be identical to the requirements of the Companies Ordinance, the definitions of ‘disinterested shares’ do differ slightly between the Code and the Companies Ordinance. Care should be taken to ensure that both tests are satisfied. Issue 5 • May 2020 Mergers and AcquisitionsPublic GuidanceGovernance Note Scheme or offer? legal factors. A table setting out a summary of some of the Whether a general offer or a scheme is more suitable considerations to be taken into account by bidders is provided depends on the particular facts of a case and will depend below (Figure 1) together with an indicative timetable for on a mixture of the commercial, financial, tactical and each acquisition process (Figure 2). Figure 1 – Comparison between general offer and scheme of arrangement Comparison of approval thresholds General Offer Scheme of arrangement (HK company) To acquire 100% • Must get acceptances in respect of 90% • 75% of disinterested shares at meeting vote of the shares ‘to which the offer relates’ in favour and not more than 10% of all (Companies Ordinance) disinterested shares vote against • Takeovers Code: acquire 90% of ‘disinterested • Scheme applies to all shareholders, even shares’ those who voted against • Potentially lower hurdle in absolute terms Excludes shareholders • Offeror and concert parties cannot be • Offeror and concert parties votes do not counted as part of the 90% count • Shareholders giving irrevocables can be • Shareholders giving irrevocables can vote counted towards the 90% Ability to block • 10% of disinterested shares (to block overall • 10% of disinterested shares (to block the control) transaction entirely) • Passive, simply not tender their acceptances • Requires positive action to vote against at the EGM Flexibility • Can waive 90% acceptances condition (but • All or nothing.
Load more

Recommended publications
  • Pursuing Long-Term Value for Our Clients
    Pursuing long-term value for our clients BlackRock Investment Stewardship A look into the 2020-2021 proxy voting year Executive Contents summary 03 By the Voting outcomes numbers Board quality and effectiveness Incentives aligned with value creation 18 Climate and natural capital Strategy, purpose, and financial resilience Company impacts on people Appendix 71 21 This report covers BlackRock Investment Stewardship’s (BIS) stewardship activities — focusing on proxy voting — covering the period from July 1, 2020 to June 30, 2021, representing the U.S. Securities and Exchange Commission’s 12-month reporting period for U.S. mutual funds, including iShares. Throughout the report we commonly refer to this reporting period as “the 2020-21 proxy year.” While we believe the information in this report is accurate as of June 30, 2021, it is subject to change without notice for a variety of reasons. As a result, subsequent reports and publications distributed may therefore include additional information, updates and modifications, as appropriate. The information herein must not be relied upon as a forecast, research, or investment advice. BlackRock is not making any recommendation or soliciting any action based upon this information and nothing in this document should be construed as constituting an offer to sell, or a solicitation of any offer to buy, securities in any jurisdiction to any person. References to individual companies are for illustrative purposes only. BlackRock Investment Stewardship 2 SUMMARY NUMBERS OUTCOMES APPENDIX Executive summary BlackRock Investment Stewardship Our Investment Stewardship (BIS) advocates for sound corporate toolkit governance and sustainable business Engaging with companies models that can help drive the long- How we build our term financial returns that enable our understanding of a clients to meet their investing goals.
    [Show full text]
  • The Circular Is Important and Requires Your Immediate Attention
    THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in AMVIG Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (incorporated in the Cayman Islands with limited liability) (stock code: 2300) (i) DISCLOSEABLE AND CONNECTED TRANSACTION INVOLVING ACQUISITION OF THE REMAINING 45% EQUITY INTERESTS IN FAMOUS PLUS GROUP LIMITED; (ii) MAJOR AND CONNECTED TRANSACTION INVOLVING DISPOSAL OF BRILLIANT CIRCLE HOLDINGS INTERNATIONAL LIMITED; (iii) PROPOSED OFF-MARKET SHARE REPURCHASE; AND (iv) APPLICATION FOR WHITEWASH WAIVER Financial adviser to AMVIG Holdings Limited Optima Capital Limited Independent financial adviser to the Independent Board Committee and the Independent Shareholders Capitalised terms used in this cover have the same meanings as those defined in the section headed “Definitions” in this circular.
    [Show full text]
  • The Takeovers Code) and Mandatory Takeovers
    Hong Kong Code on Takeovers and Mergers (the Takeovers Code) and Mandatory Takeovers If a company (the “Offeror”) acquires a controlling interest of at least 30% of the issued shares of a company (the “Offeree”), the unwary Offeror may be mandatorily required to make an offer to all the shareholders of the Offeree under the Takeovers Code, unless a waiver is granted by the Executive Director of the Corporate Finance Division of the Securities and Future Commission (“SFC”) or any delegate of the Executive Director (the “Executive”) who administers the Takeovers Code. If the Offeree is a primarily listed in Hong Kong or a public company, the Takeovers Code shall apply. In order to determine whether a company is a public company in Hong Kong the Executive will consider all the circumstances and will apply an economic or commercial test, taking into account primarily the number of Hong Kong shareholders and the extent of share trading in Hong Kong and other factors such as the location of its head office and place of central management; (b) the location of its business and assets, including such factors as registration under companies legislation and tax status; and (c) the existence or absence of protection available to Hong Kong shareholders given by any statute or code regulating takeovers and mergers outside Hong Kong. Even though the Takeovers Code is a voluntary code, anyone in breach of the Takeovers Code may be subject to the private reprimand and/or public censure. The Securities and Futures Commission may also issue a public statement involving criticism, disciplinary action or even suspension.
    [Show full text]
  • 北 京 京 城 機 電 股 份 有 限 公 司 Beijing Jingcheng Machinery
    THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Beijing Jingcheng Machinery Electric Company Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. 北京京城機電股份有限公司 Beijing Jingcheng Machinery Electric Company Limited (a joint stock limited company established in the People’s Republic of China) (Stock Code: 0187) (1) PROPOSED NON-PUBLIC ISSUANCE OF A SHARES (2) CONNECTED TRANSACTION – PROPOSED SUBSCRIPTION OF A SHARES BY JINGCHENG MACHINERY ELECTRICITY (3) APPLICATION FOR WHITEWASH WAIVER AND (4) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Independent Financial Adviser to the Independent Board Committee and Independent Shareholders Vinco Capital Limited A letter from the Board is set out on pages 5 to 31 of this circular.
    [Show full text]
  • Proposed Conversion of the Convertible Notes and Application for a Whitewash Waiver
    THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular, the Conversion and the Whitewash Waiver or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in ITC Properties Group Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (Incorporated in Bermuda with limited liability) (Stock Code : 199) PROPOSED CONVERSION OF THE CONVERTIBLE NOTES AND APPLICATION FOR A WHITEWASH WAIVER Financial adviser Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 6 to 14 of this circular. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders is set out on page 15 of this circular.
    [Show full text]
  • The Hong Kong Code on Takeovers and Mergers
    ____________________________________________________ THE HONG KONG CODE ON TAKEOVERS AND MERGERS ____________________________________________________ Hong Kong Shanghai Beijing Yangon www.charltonslaw.com CONTENTS 1. INTRODUCTION 1 2. JURISDICTION 1 3. GENERAL PRINCIPLES 1 4. VOLUNTARY AND MANDATORY OFFERS 2 4.1 VOLUNTARY OFFER 2 4.1.1 CONDITIONS FOR A VOLUNTARY OFFER 2 4.1.2 CONSIDERATION 3 4.1.3 ACCEPTANCE OF VOLUNTARY OFFER 4 4.2 MANDATORY OFFER 4 4.2.1 CONDITIONS OF THE MANDATORY OFFER 4 4.2.2 OFFEREE SHAREHOLDERS ENTITLED TO ACCEPT THE OFFER 5 4.2.3 WAIVER OF MANDATORY OFFER 5 4.2.4 CONSIDERATION 6 5. CONCERT PARTIES AND INDEMNITIES 7 6. ADVISERS 8 6.1 FINANCIAL ADVISERS 8 6.2 LEGAL ADVISERS 8 6.3 STOCKBROKERS 9 6.4 AUDITORS 9 6.5 PRESS CONSULTANTS 9 7. THE NEGOTIATIONS 9 7.1 MATTERS TO BE DISCUSSED 9 7.2 INFORMATION 9 7.3 IRREVOCABLES 9 7.4 SPECIAL DEALS 10 8. SECRECY 10 9. ANNOUNCEMENTS 10 9.1 OFFEROR ANNOUNCEMENTS 10 9.2 OFFEREE ANNOUNCEMENTS 11 9.3 VENDOR ANNOUNCEMENTS 11 9.4 ANNOUNCEMENT OF A POSSIBLE OFFER (“TALKS ANNOUNCEMENT”) 11 9.5 ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER 12 9.6 ANNOUNCEMENT OF NUMBERS OF RELEVANT SECURITIES IN ISSUE 12 9.7 ANNOUNCEMENT OF THE RESULTS OF AN OFFER 13 10. DEALINGS 13 © Charltons 10.1 GENERAL 13 10.2 DISCLOSURE 13 10.3 TAKEOVERS CODE CONSEQUENCES 15 10.4 PROHIBITED DEALINGS 16 10.5 SUMMARY: SEEK ADVICE BEFORE ANY DEALING 17 11. THE OFFER DOCUMENT 17 11.1 THE FORMAL OFFER 17 11.2 A LETTER FROM THE OFFEROR 17 11.3 TERMS AND CONDITIONS 17 12.
    [Show full text]
  • Hong Kong Takeovers Panel Invalidates Whitewash Waiver Granted to Alibaba 05 / 24 / 16
    Hong Kong Takeovers Panel Invalidates Whitewash Waiver Granted to Alibaba 05 / 24 / 16 The recent decision of the Hong Kong Takeovers and Mergers Panel (the Panel) in If you have any questions regarding the relation to Alibaba Health Information Technology Limited (formerly CITIC 21CN matters discussed in this memorandum, Company Limited (21CN)) has reemphasized the fundamental importance of the please contact the following attorneys principle of equality of treatment of shareholders under the Takeovers Code. The ruling or call your regular Skadden contact. also highlights the close scrutiny any arrangement between an offeror and a target shareholder that might constitute a “special deal” in the context of a takeover or merger John Adebiyi transaction will receive from the Hong Kong regulators, and sheds light on the Panel’s Hong Kong approach to some important issues relating to the conduct of mandatory general offers 852.3740.4777 and whitewash waiver transactions under Rule 26 of the Takeovers Code. [email protected] Facts Christopher W. Betts Hong Kong In January 2014, a transaction was announced pursuant to which a subsidiary of Alibaba 852.3740.4827 Group Holding Limited (Alibaba) proposed to subscribe for new shares in 21CN, a [email protected] company listed on The Stock Exchange of Hong Kong Limited, at a price of HK$0.30 per share (the Alibaba Subscription). Such a transaction, which would result in Alibaba acquiring a majority interest in 21CN, would normally trigger an obligation to make a mandatory general offer under Rule 26 of the Hong Kong Takeovers Code, absent a waiver from the Executive of the Securities and Futures Commission (the Takeovers Executive) and the approval of independent shareholders (commonly referred to as a “whitewash”).
    [Show full text]
  • China Innovative Finance Group Limited 中國新金融集團
    Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. CHINA INNOVATIVE FINANCE GROUP LIMITED 中 國 新 金 融 集 團 有 限 公 司 (Incorporated in Bermuda with limited liability) (Stock Code: 412) ANNOUNCEMENT (1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 40% EQUITY INTEREST IN THE TARGET COMPANY AND (2) APPLICATION FOR WHITEWASH WAIVER THE ACQUISITION The Board is pleased to announce that on 25 April 2017, the Purchaser (a wholly-owned subsidiary of the Company) entered into the Agreement with the Seller and Shandong Rural (as guarantor for the Seller), pursuant to which the Purchaser conditionally agreed to acquire, and the Seller conditionally agreed to sell, 40% of the issued share capital of the Target Company in accordance with the terms and conditions of the Agreement. Shandong Rural has agreed to guarantee to the Purchaser the performance of all obligations of the Seller under the Agreement. The Consideration shall be HK$1,500,000,000, which shall be satisfied by the allotment and issuance by the Company of 5,000,000,000 Consideration Shares at the Issue Price of HK$0.3 per Consideration Share to the Seller at Completion.
    [Show full text]
  • FAR EAST CONSORTIUM INTERNATIONAL LIMITED (Incorporated in the Cayman Islands with Limited Liability) Website: (Stock Code: 35)
    Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares or other securities in the Company. FAR EAST CONSORTIUM INTERNATIONAL LIMITED (Incorporated in the Cayman Islands with limited liability) Website: http://www.fecil.com.hk (Stock Code: 35) DISCLOSEABLE AND CONNECTED TRANSACTIONS IN RELATION TO THE ACQUISITION OF CAR PARK INTERESTS, PROPOSED CONVERSION OF CONVERTIBLE BONDS, WHITEWASH WAIVER AND PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL Financial adviser to Far East Consortium International Limited THE ACQUISITIONS The Directors are pleased to announce that the Group is expanding its business into car park operations. Through the Acquisitions, the Group will become one of the largest independent car park operators in the Asia Pacific region with approximately 200 car parks comprising over 42,600 parking bays under its management in strategic locations in Australia, New Zealand and Malaysia, among which 18 car parks comprising over 5,200 parking bays will be owned by the Group. 1 THE CARE PARK IMPLEMENTATION AGREEMENT The parties to the Care Park Implementation Agreement have procured
    [Show full text]
  • Proposed Open Offer on the Basis of One Offer Share
    13 July 2015 To the Shareholders Dear Sir or Madam, (1) PROPOSED OPEN OFFER ON THE BASIS OF ONE OFFER SHARE FOR EVERY FOUR SHARES HELD ON THE RECORD DATE (2) APPLICATION FOR WHITEWASH WAIVER (3) CLOSURE OF REGISTER OF MEMBERS (4) EXEMPT CONNECTED TRANSACTION IN RELATION TO THE UNDERWRITING ARRANGEMENT (5) NOTICE OF EXTRAORDINARY GENERAL MEETING INTRODUCTION Reference is made to the Announcement in relation to (1) proposed Open Offer; (2) application for Whitewash Waiver; (3) closure of register of members; (4) exempted connected transaction in relation to the Underwriting Agreement; and (5) appointment of independent financial adviser. The Company proposes to raise approximately HK$178 million, before expenses, by issuing 636,196,999 Offer Shares to the Qualifying Shareholders at the Subscription Price of HK$0.28 per Offer Share under the Open Offer on the basis of one (1) Offer Share for every – 1 – four (4) Shares held on the Record Date. The Open Offer is only available to the Qualifying Shareholders. There is no arrangement for application of the Offer Shares by the Qualifying Shareholders in excess of their proportionate assured allotment under the Open Offer. Save for those Offer Shares which the Underwriter (as holder of 1,036,200,000 Shares as at the Latest Practicable Date) has irrevocably undertaken to take up, the Open Offer is also fully underwritten by the Underwriter. The purpose of this circular is to provide you with, among other things, (i) further information regarding details of the Open Offer, the Whitewash Waiver and the exempt connected transaction in relation to the Underwriting Agreement; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from Veda Capital to the Independent Board Committee and the Independent Shareholders in relation to the Open Offer, the absence of excess application arrangement and the Whitewash Waiver; (iv) the notice of the EGM; and (v) other information as required under the Listing Rules and the Takeovers Code.
    [Show full text]
  • Hong Kong Exchanges and Clearing Limited and the Stock
    Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2688) (1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY AND ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE; (2) APPLICATION OF WHITEWASH WAIVER; AND (3) APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER The Board is pleased to announce that after trading hours on June 25, 2018, the Company and the Vendor entered into the SPA pursuant to which the Vendor has conditionally agreed to sell, and the Company has conditionally agreed to purchase the Sale Shares. The Sale Shares represent the entire issued shares of the Target Company. The Consideration for the Acquisition is RMB2,606,595,755 (equivalent to approximately HK$3,194,122,681), which shall be fully settled by the allotment and issue, credited as fully paid, of 39,926,534 Consideration Shares to the Vendor at Completion. The Company will seek the Independent Shareholders’ approval at the EGM for the grant of the Specific Mandate to allot and issue the Consideration Shares to the Vendor.
    [Show full text]
  • Melco International Development Limited
    THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This circular is not an offer to sell or the solicitation of an offer to buy any securities and neither this circular nor anything herein forms the basis for any contract or commitment whatsoever. If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Melco International Development Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, the licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. Melco International Development Limited (Incorporated in Hong Kong with limited liability) Website: http://www.melco-group.com (Stock Code: 200) CONNECTED TRANSACTION – MATERIAL AMENDMENTS TO TERMS OF THE HK$1,175 MILLION CONVERTIBLE LOAN NOTES DUE 2010 UNDER RULE 28.05 OF THE LISTING RULES APPLICATION FOR A WHITEWASH WAIVER Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board of Directors of the Company is set out on pages 5 to 19 of this circular.
    [Show full text]