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  • Inability to access information to compile circulars for major transactions or very substantial acquisitions (14.67A)

    • 14.67A

      (1)    Where a listed issuer has acquired and/or agreed to acquire equity capital in a company and the transaction constitutes a major transaction or a very substantial acquisition, and the listed issuer does not have access or only has limited access to the non-public information on the target company that would be required for the purpose of complying with the disclosure requirements in respect of the target company and the enlarged group under rules 14.66 and 14.67 (for a major transaction) or rule 14.69 (for a very substantial acquisition), then the listed issuer may defer complying with certain of the disclosure requirements in the manner set out in paragraphs (2) and (3) below, provided that the following conditions are met:
       
      (a)    the unavailability of non-public information is caused by the lack of co-operation of the board of directors in the target company (such as in the case of a hostile takeover) and/or legal or regulatory restrictions in providing non-public information to the listed issuer;
       
      (b) the target company is listed on a regulated, regularly operating, open stock exchange recognised by the Exchange (including the Main Board or GEM); and
       
      (c) the target company will become a subsidiary of the listed issuer.
       
      (2) Subject to the conditions in paragraphs (1)(a), (b) and (c) being satisfied, the listed issuer may defer complying with the disclosure requirements for certain non-public information relating to the target company and/or the enlarged group. In such circumstances, the listed issuer must despatch an initial circular in partial compliance with rules 14.66 and 14.67 or rule 14.69 within the time frames stipulated in rules 14.41 and 14.42 or rules 14.48 and 14.52. The initial circular shall include, as a minimum, the following:
       
      (a)    material public information (and other available information of which the listed issuer is aware and is free to disclose) of the target company to enable shareholders to make an informed voting decision with respect to the proposed acquisition. This would include:
       
      (i)    published audited financial information of the target company for the preceding three years (and the latest published unaudited interim accounts) together with a qualitative explanation of the principal differences, if any, between the target company's accounting standards and those of the listed issuer's which may have a material impact on the financial statements of the target company; and
       
      (ii)    other information of the target company and its group of companies in the public domain or made available by the target company and which the listed issuer is aware and free to disclose;
       
      (b) where information required for the enlarged group is not available, to include the following information regarding the issuer:
       
      (i)    statement of indebtedness (see rule 14.66(10), paragraph 28 and Note 2 to Appendix 1, Part B);
       
      (ii)    statement of sufficiency of working capital (see rule 14.66(10), paragraph 30 and Note 2 to Appendix 1, Part B);
       
      (iii)    [Repealed 1 January 2012];
       
      (iv)    discussion and analysis of results (this is applicable only to very substantial acquisitions, see rule 14.69(7));
       
      (v)    statement as to the financial and trading prospects (see rule 14.66(10), paragraph 29(1)(b) and Note 2 to Appendix 1, Part B);
       
      (vi)    particulars of any litigation or claims of material importance (see rule 14.66(2), paragraph 33 and Note 2 to Appendix 1, Part B);
       
      (vii)    particulars of directors' or experts' interests in group assets (see rule 14.66(10), paragraph 40 and Note 2 to Appendix 1, Part B);
       
      (viii)    material contracts and documents on display (see rule 14.66(10), paragraphs 42, 43 and Note 2 to Appendix 1, Part B); and
       
      (c)    the reasons why access to books and records of the target company has not been granted to the listed issuer.
       
      (3)    Where an initial circular has been despatched by a listed issuer under paragraph (2) above, the listed issuer must despatch a supplemental circular at a later date which contains: (i) all the prescribed information under rules 14.66 and 14.67 or rule 14.69 which has not been previously disclosed in the initial circular; and (ii) any material changes to the information previously disclosed in the initial circular. The supplemental circular must be despatched to shareholders within 45 days of the earlier of: the listed issuer being able to gain access to the target company's books and records for the purpose of complying with the disclosure requirements in respect of the target company and the enlarged group under rules 14.66 and 14.67 or rule 14.69; and the listed issuer being able to exercise control over the target company.