SFC issued a bulletin regarding issues relating to the Codes on Takeovers, Mergers and Share Buybacks (the
Takeovers Code), which includes the following highlights:
Identifying All Relevant Regulatory Approvals for Completion of Offers
SFC reminded offerors, offeree companies and their respective advisers that sufficient and thorough due diligence should be conducted at the outset of a transaction so that all regulatory approvals required for the completion of offers are identified early and disclosed appropriately in line with Rule 3.5(e) of the Takeovers Code. Failure to do so can cause numerous problems, for example, unnecessary delays in the offer timetable or locking up shareholder shares pending regulatory approvals (where discovered and disclosed after the shareholders have accepted an offer). Furthermore, if a particular regulatory approval is not specifically disclosed in the firm intention announcement, SFC may not allow such condition to be invoked under Note 2 to Rule
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The paper proposes standards of conduct for intermediaries involved in bookbuilding and placing activities in ECM and DCM transactions.
On 8 February 2021, the Securities and Futures Commission of Hong Kong (SFC) published a consultation paper on (i) the Proposed Code of Conduct on Bookbuilding and Placing Activities in Equity Capital Market (ECM) and Debt Capital Market (DCM) Transactions and (ii) the “sponsor coupling” Proposal (Consultation Paper).
Please see full Alert below for more information.
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