Notification, publication and shareholders' approval requirements
The table below summarises the notification, publication and shareholders' approval requirements which will generally apply to each category of notifiable transaction. However, listed issuers should refer to the relevant rules for the specific requirements.
Notification to Exchange Publication of an announcement on GEM website Circular to shareholders Shareholders' approval Accountants report Share transaction Yes Yes No No1 No Discloseable transaction Yes Yes No No No Major transaction Yes Yes Yes Yes2 Yes3 Very substantial disposal Yes Yes Yes Yes2 No5 Very substantial acquisition Yes Yes Yes Yes2 Yes4 Reverse takeover Yes Yes Yes Yes2, 6 Yes4
Notes:1 No shareholder approval is necessary if the consideration shares are issued under a general mandate. However, if the shares are not issued under a general mandate, the listed issuer is required, pursuant to rule 17.41(2), to obtain shareholders' approval in general meeting prior to the issue of the consideration shares.2 Any shareholder and his close associates must abstain from voting if such shareholder has a material interest in the transaction.3 An accountants' report on the business, company or companies being acquired is required (see also rules 7.05 and 19.67(6)).4 An accountants' report on any business, company or companies being acquired is required (see also rules 7.05 and 19.69(4)).5 A listed issuer may at its option include an accountants' report (see note 1 to rule 19.68(2)(a)(i)).6 Approval of the Exchange is necessary.
Exemptions for Qualified Property Acquisitions which constitute major transactions or very substantial acquisitions (19.33A-19.33B)
A Qualified Property Acquisition which constitutes a major transaction or very substantial acquisition is exempt from shareholders' approval if:(1) it is undertaken on a sole basis by a Qualified Issuer in its ordinary and usual course of business; or(2) it is undertaken by a Qualified Issuer and other party or parties on a joint basis and:(a) the project will be single purpose, relating to the acquisition and/or development of a specific property and consistent with the purpose specified in the auction or tender document;(b) each joint venture arrangement must be on an arm's length basis and on normal commercial terms;(c) the joint venture agreement contains clause(s) to the effect that the joint venture may not, without its partners' unanimous consent:(i) change the nature or scope of its business, and if there are changes then they must still be consistent with the scope or purpose specified in the auction or tender document; or(ii) enter into any transactions which are not on an arm's length basis; and(d) the Qualified Issuer's board has confirmed that the Qualified Property Acquisition is in the Qualified Issuer's ordinary and usual course of business; and that the Qualified Property Acquisition and the joint venture, including its financing and profit distribution arrangements, are on normal commercial terms, fair and reasonable and in the interests of the Qualified Issuer and its shareholders as a whole.
19.33B(1) The Qualified Issuer must publish an announcement as soon as possible after notification of the success of a bid by it or the joint venture for a Qualified Property Acquisition falling under rule 19.33A and send a circular to its shareholders.(2) The announcement and circular must contain:(a) details of the acquisition;(b) details of the joint venture, if any, including(i) the joint venture's terms and status;(ii) its dividend and distribution policy; and(iii) the joint venture's financial and capital commitment and the Qualified Issuer's share in it; and(c) information to demonstrate that the conditions in rule 19.33A(1) or (2) were met.Note: If any of these details are not available when the issuer publishes the initial announcement, it must publish subsequent announcement(s) to disclose the details as soon as possible after they have been agreed or finalised,(3) The announcement and circular requirements under chapter 19 apply to the acquisition and the joint venture, if any, according to the transaction classification, except that the information circular need not contain a valuation report on the property under the Qualified Property Acquisition.
Exemptions for Qualified Aircraft Leasing Activities which constitute notifiable transactions (19.33C-19.33D)
A Qualified Aircraft Leasing Activity is exempt from the announcement, circular and/or shareholders' approval requirements for notifiable transactions provided that:(1) it is undertaken by a Qualified Aircraft Lessor in its ordinary and usual course of business;(2) the Qualified Aircraft Lessor's board has confirmed that:(a) the transaction is entered into by the lessor in its ordinary and usual course of business and on normal commercial terms; and(b) the terms of transaction are fair and reasonable and in the interests of the lessor and its shareholders as a whole; and(3) the Qualified Aircraft Lessor complies with the disclosure requirements under rule 19.33D.
Where a Qualified Aircraft Leasing Activity is exempt from the announcement, circular and/or shareholders' approval requirements for notifiable transactions under rule 19.33C:(1) the Qualified Aircraft Lessor must publish an announcement as soon as possible after the terms of the transaction have been finalised. The announcement must contain:(a) the date of the transaction;(b) the identities and a description of the principal business activities of the parties to the transaction. The lessor must also confirm that the parties to the transaction and their ultimate beneficial owners are third parties independent of the lessor and its connected persons;(c) a description of the transaction and the aircraft which is the subject of the transaction (including the expected year of delivery of the aircraft in the case of an acquisition); and(2) the Qualified Aircraft Lessor must also disclose the following information in its next interim report (where applicable) and annual report:(a) the aggregate number of aircraft owned by the lessor as at the end of the reporting period with a breakdown by aircraft model, and the aggregate net book value of the aircraft;(b) the aggregate number of aircraft committed to purchase as at the end of the reporting period with a breakdown by aircraft model, and the commitment amounts for future commitments;(c) the aggregate number of aircraft sold for the reporting period;(d) the aggregate net book value and the aggregate net gain or loss on disposal of aircraft for the reporting period; and(e) the average lease rental yield of each of (i) the operating lease business and (ii) the finance lease business in relation to aircraft leasing for the reporting period.