8.01 (i) Companies are bound to adhere to the provisions in Part VI of the Commercial Partnerships Ordinance Cap. 168 on Amalgamations.

(ii) Where the directors of a listed company are having discussions with a company, person or group which may lead to an offer being made it is important that everyone concerned maintains secrecy in order to avoid disturbances in the price level of the shares.

(iii) Where a listed company receives a notice of intention to make an amalgamation offer, the directors shall advise each Exchange on which the company's securities are quoted of such notice.

(iv) An offeree company shall send to all holders of other classes of shares and convertible notes in the company, whether or not such securities are covered by the amalgamation offer, a copy of all documents which it is required by law to send to the holders of the shares subject to the amalgamation offer.

(v) Where an offeror extends the time for acceptance of an amalgamation offer, he shall simultaneously announce the percentage of shares subject to the amalgamation for which he has received acceptances.

(vi) If, in the opinion of the Exchange, a company which is on its Official List has amalgamated or formed an association with an unlisted company, person or group, and as a result the unlisted company, person or group has thereby acquired control of the listed company, the listed company shall immediately lodge with the Exchange all information and documents which are then currently required from any company seeking admission to the Official List.

(vii) Where an amalgamation offer is made for the acquisition of not less than 90% of a listed company's securities, upon the announcement by the offeror that acceptances have been received from the holders of at least 90% of such securities, all such securities will be removed from the Official List.

(viii) Where an unlisted company, person or group submits an amalgamation offer for the acquisition of a listed company's securities, upon the announcement by the offeror that he has obtained sufficient acceptances and that he holds directly or indirectly more than 50% of the offeree company's securities, the offeror shall disclose immediately to the Exchange, his plans and intentions in regard to the offeree company and any other information that the Exchange considers necessary.

(ix) Where an offeror is a listed company the requirements of these Bye-laws relating to amalgamation should be complied with.

8.02 In addition to complying with Part VI of the Commercial Partnership Ordinance Cap. 168 all offer documents must contain the following particulars :

(i) the date of the document, the name and address of the offeror and if appropriate of the person or company making the offer on behalf of the offeror;

(ii) precise particulars of the securities for which the offer is made, whether they will be transferred cum or ex any dividend or interest payment, the total consideration payable for the purchase, the period within which and the method by which any cash consideration will be paid, how any securities issued will rank for dividends or interest, capital and redemption and when and how the document of title will be issued and how any such offer may be accepted and within what period;

(iii) a statement of all conditions attached to acceptances and in particular whether the offer is conditional upon acceptances being received in respect of a minimum number of securities and, if that is so, that minimum number and the last date on which the offer can be made unconditional. No offer may be conditional upon the payment of compensation for loss of office; if any such payment is proposed, full particulars must be given. A partial offer must be on a pro rata basis and the reason for the failure to make a full offer given;

(iv) a statement as to whether the offeror or its directors or any person acting in concert has any beneficial interest - whether direct or indirect - in any of the securities for which the offer is made, giving full particulars. If there is no such interest, a statement should be made to this effect. Details, including dates and costs, must be given of any transactions in the securities for which the offer is made, entered into by any of these persons during the period commencing twelve months prior to the announcement of the offer and ending with the latest practicable date prior to the posting of the offer documents, or an appropriate negative statement made;

(v) a statement as to whether or not any securities acquired in pursuance of the offer will be transferred to any other person, together with the names of the parties to any such agreement and particulars of all securities in the offeree company held by such person, or a statement that no such securities are held;

(vi) a statement as to whether or not any agreement or arrangement exists between the offeror and any of the directors of the offeree company having any connection with or dependence upon the offer, and full particulars of any such agreement or arrangement;

(vii) the market quotation, if any, for any securities to be offered in exchange and in addition for the securities to be acquired, which quotations in the case of listed securities should be taken from the Official List;

(viii) the intentions of the purchaser regarding its policy :

(a) for the continuance of the business of the offeree company explaining any major changes intended to be introduced in the business, including the redeployment of fixed assets of the offeree and setting out the long term commercial justification for the purposed offer; and

(b) for the continued employment of the existing employees of the offeree company, setting out the extent of any steps to be taken towards terminating such employment;

(ix) particulars of all documents required to be lodged for valid acceptance. If the offer lapses all such documents must be returned within fourteen days of the closing date of the offer;

(x) if the offer is for cash and is made on behalf of the offeror, a statement in the offer document as to what steps have been taken to ensure that the offer will be implemented if all the offerees accept;

(xi) if the offer is for the exchange of securities the offer document must state the nature and particulars of the offeror company's business, its net profit before and after tax and rate per cent of dividends on the securities offered and the total amount absorbed thereby for the past three years, whether any financial advantage is expected to accrue to an acceptor, whether the issue of the new securities requires the passing of a resolution, the first dividend in which they will participate and particulars of all material changes in the offeror company since the date of its last published audited accounts together with a statement of the assets and liabilities stated in whose accounts. If the new securities are not to be identical in all respects with an existing listed security all points of difference, full particulars of the voting rights attaching thereto and whether application for listing thereof has been or will be made to any stock exchange must be stated;

(xii) if the offer contains no recommendation by the offeree company's directors the offer document must state particulars of any known material change in the offeree company's financial position since the publication of the last balance sheet;

(xiii) if the total emoluments receivable by the directors of the offeror will be varied in consequence of the acquisition, full particulars of the variation; if there is no variation a statement to that effect;

(xiv) if the offer document or any circular sent out in connection therewith, whether by or on behalf of the offeror company or the offeree company, includes expressly or by implication a recommendation by a financial adviser or other expert for or against acceptance of the offer, the Exchange may require the document, unless issued by the expert in question, to include a statement that the expert has given and not withdrawn his written consent to the issue of the document and the inclusion therein of his recommendation in the form and context in which it is included;

(xv) if the offer is recommended by the directors the offer documents must state the directors' recommendations regarding acceptance, the number, description and amount of securities held by or on behalf of the directors of the offeree company in that company and in the offeror company and their intentions in regard to such holdings as regards acceptance and otherwise as may be relevant. Full particulars of any material change in the financial position or prospects of the offeree company since the date of the last audited accounts must be stated;

(xvi) every offer document shall contain as a heading the words :

"If you are in any doubt about this offer you should consult your stockbroker, bank manager, lawyer or other professional adviser";

(xvii) the Memorandum and Articles of Association, the audited accounts for the last three complete financial years of the offeror, any professional valuation of assets referred to in the offer document and all material contracts must be made available for inspection at the Exchange during the duration of the offer.

8.03 Listed companies are required to submit to the Exchange drafts of all circulars, announcements, etc. to be issued by the Company to holders of its securities. Listed companies issuing circulars to holders of securities, other than their own, should also submit drafts of such circulars to the Exchange for approval.

Where a company or its advisers are in doubt as to the correct course to be followed, it is advisable that the Exchange be consulted.



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