Methods of approval (14.44-14.47)
Shareholders' approval for a major transaction shall be given by a majority vote at a general meeting of the shareholders of the issuer unless all the following conditions are met, in which case written shareholders' approval may, subject to rule 14.86, be accepted in lieu of holding a general meeting:—(1) no shareholder is required to abstain from voting if the issuer were to convene a general meeting for the approval of the transaction; and(2) the written shareholders' approval has been obtained from a shareholder or a closely allied group of shareholders who together hold more than 50% of the voting rights at that general meeting to approve the transaction. Where a listed issuer discloses inside information to any shareholder in confidence to solicit the written shareholders' approval, the listed issuer must be satisfied that such shareholder is aware that he must not deal in the listed issuer's securities before such information has been made available to the public.
To determine whether a group of shareholders constitutes a "closely allied group of shareholders", the Exchange will take into account the following factors:—(1) the number of persons in the group;(2) the nature of their relationship including any past or present business association between two or more of them;(3) the length of time each of them has been a shareholder;(4) whether they would together be regarded as "acting in concert" for the purposes of the Takeovers Code; and(5) the way in which they have voted in the past on shareholders' resolutions other than routine resolutions at an annual general meeting.
It is the listed issuer's responsibility to provide sufficient information to the Exchange to demonstrate that the group of shareholders is a "closely allied group" of shareholders.
The Exchange will require any shareholder and his close associates to abstain from voting at the relevant general meeting on the relevant resolution(s) if such shareholder has a material interest in the transaction and will not accept written approval for the transaction.
[Repealed 1 January 2009]