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The Court of First Instance has granted leave and allowed a judicial review (Note 1) of the Takeovers and Mergers Panel’s ruling (Note 2) in relation to a share buy-back offer announced by Television Broadcasts Limited (TVB) in January 2017.
On 10 May 2017, the Panel ruled, amongst other things, that the application for a whitewash waiver in connection with TVB’s share buy-back offer should be granted subject to a majority of votes being cast in favour of the resolution to approve the offer (without adjustment), and the whitewash waiver should not be put before TVB’s shareholders for a separate vote.
The Court of First Instance quashed this aspect of the ruling and declared that section 19 of schedule 1 of the Broadcasting Ordinance (Note 3) applies to the shareholders’ approval of the whitewash waiver.
Other aspects of the Panel’s ruling remain valid.
The Court confirmed that the judicial review application did not concern whether a whitewash waiver should be granted and that the question of whether to grant a whitewash waiver to TVB should be decided by the Takeovers Executive (Note 4).
Notes:
- The judgment will be available on the Judiciary’s website.
- See the SFC’s press release dated 10 May 2017.
- Section 19 of Schedule 1 to the Broadcasting Ordinance specifies that where votes cast by unqualified voting controllers exceed 49% of the total, their votes shall, for the purpose of determining the question or matter, be reduced so that they amount to 49% of the adjusted votes cast.
- The Executive Director of the SFC’s Corporate Finance Division or his delegate.
