Hong Kong – Takeovers Bulletin – Reminder To Submit Code Documents For Pre-Vetting.

Issue 33 of the Takeovers Bulletin reminds issuers and advisers that under Rule 12.1 of the Takeovers Code, all "documents", other than those on the Post-Vet List, are required to be filed with the Takeovers Executive (the "Executive") for comments prior to release or publication. The documents must not be released or published until the Executive has confirmed that it has no further comments. This rule also applies to share buy-back transactions.

Under the Takeovers Codes, "document" includes any announcement, advertisement or document issued by a party to an offer or possible offer in connection with such offer or possible offer, other than documents required to be put on display under Notes 1 and 2 to Rule 8 of the Takeovers Code. It also includes any announcement, advertisement or document issued by any person in connection with a transaction:

• where a ruling is sought that no offer obligation arises;

• which is stated to be conditional on no such offer obligation arising; or

• which is stated to be conditional on a ruling being given that no such offer obligation arises.

   

Relevant announcements include "talks" announcements (ie, possible offer announcements or possible whitewash announcements) even at a very early stage in negotiations, announcements which state that a transaction is conditional on no general offer arising under the Takeovers Code, and announcements that relate to share buy-backs which fall within the ambit of the Share Buy-backs Code.

While certain routine announcements are not required to be submitted for pre-vetting, these should be filed immediately after release.

From a practice perspective, issuers and their advisers need to carefully consider whether an "announcement" is a "document" under the Takeovers Codes and if so, should comply with Rule 12.1 and other Code requirements.

If there is any doubt as to Takeovers Codes compliance, early consultation with the SFC is encouraged as non-compliance may lead to disciplinary action.