The Takeovers and Mergers Panel has ruled that Broadford Global Limited will not be allowed to deduct the final dividend approved by shareholders of Dalian Port (PDA) Company Limited (Note 1) from its offer price in a possible mandatory general offer (Note 2).
The Panel considered that the joint announcement issued by Broadford and Dalian Port did not mention that the final dividend may be deducted from the offer price. Readers of the announcement would have expected Dalian Port’s shareholders to receive the full offer price of $1.0127 per share.
The Takeovers Code requires that all statements made during the course of an offer must satisfy the highest standards of accuracy and, in normal circumstances, the price stated in an offer announcement should not be reduced.
On 14 June 2019, Broadford’s advisers approached the Takeovers Executive (Note 3) seeking confirmation that the terms of the possible offer permitted Broadford to deduct the final dividend from the offer price (Note 4). The matter was referred to the Panel as there were particularly novel, important or difficult points at issue and the Panel met on 11 September 2019 to consider them.
A copy of the Panel’s decision can be found in the "Takeovers and Mergers Panel and Takeovers Appeal Committee decisions and statements" section of the SFC’s website.
Notes:
- Dalian Port announced a final dividend of RMB1.9 cents per share on 26 March 2019. It was approved by shareholders on 27 June 2019 and paid on 16 August 2019.
- Broadford and Dalian Port issued a joint announcement of a possible offer on 4 June 2019. All announcements of a firm intention to make an offer must be made in accordance with Rule 3.5 of the Takeovers Code, setting out the full terms and conditions of an offer or possible offer.
- This refers to the Executive Director of the Securities and Futures Commission’s Corporate Finance Division or his delegates.
- This would reduce the offer price from $1.0127 to $0.99107 per share.
