Securities and Futures Commission ("SFC") published its "Guidelines to fund managers on dealing disclosure obligations under Rule 22 of the Code on Takeovers and Mergers (Takeovers Code)" ("Guidelines") on 29 December 2011 to set out some practical guidance which fund managers (being "associates" as defined in the Takeovers Code) may follow to ensure timely and appropriate compliance with their dealing disclosure obligations under the Takeovers Code.
Rule 22 of the Takeovers Code requires parties to an offer and their respective associates to disclose dealings in relevant securities of the offeree company and the offeror (in the case of a securities exchange offer) conducted for themselves or on behalf of discretionary clients during an offer period.
An "associate" is defined in the Takeovers Code to mean any person who owns or controls 5% or more of any class of relevant securities.
Some practical guidelines on the steps which fund managers may follow for the purpose of satisfying their dealing disclosure obligations are summarised as follows:
You can download copies of the Guidelines via the link below:
For inquiries related to this Legal Update, please contact Jeckle Chiu,
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