To ensure that takeovers are conducted within an orderly framework and that the integrity of the markets is maintained, associates and any party who may exercise material influence over the outcome of an offer must make timely and accurate disclosure of information in relation to their dealings. This is also important for shareholders to make an informed decision in respect of an offer.
During an offer period, certain parties must report their dealings in the securities of the offeree company (and the offeror as well in the case of a securities exchange offer) carried out by them for themselves or on behalf of discretionary clients during the period.
Parties that must report their dealings during an offer are:
- the offeror,
- the offeree company, and
- their respective associates (as defined under the Codes).
For provisions and guidelines on dealing disclosures, please refer to Rule 22 of the Takeovers Code and Practice Note 9.
Public disclosures
Public dealing disclosures reported to the Takeovers Executive:
Disclosure forms and submission
If you are required to submit a dealing disclosure under the Takeovers Code, please submit it through the Rule 22 Dealing Disclosure Online Submission system on the SFC Online Portal by using the prescribed public disclosure form or private disclosure form as appropriate.
Fund Managers
If you are a fund manager, you may wish to refer to the “Guidelines to fund managers on dealing disclosure obligations under Rule 22 of the Code on Takeovers and Mergers.” This guideline provides some practical steps you may take to ensure timely and appropriate compliance with your dealing disclosure obligations under Rule 22 of the Takeovers Code.
Disclaimer:
The dealing disclosures for current transactions and past transactions are compiled and updated on a best-effort basis based on information provided by the parties making the disclosures. We assume no responsibility for any consequences that may arise from any inaccuracy, omission or reliance upon the information provided. In addition to the information contained in the tables, you are encouraged to refer to the announcements and documents published on the Hong Kong Exchanges and Clearing Ltd website and/or on the “Takeovers and mergers – Transaction announcements and documents” page of our website.
Please also refer to a separate disclaimer for more general guidance on the SFC’s position on information on our website.
Last update: 17 Feb 2020