Hong Kong's Securities And Futures Commission Publicly Criticises Penta For Breaches Of Takeovers Code

The Securities and Futures Commission (SFC) has publicly criticised Penta Investment Advisers Limited (Penta) for breaches of the Code on Takeovers and Mergers (Takeovers Code) as a result of its failure to disclose its dealings in relevant securities of Allied Properties (H.K.) Limited (APL) and of Tian An China Investments Company Limited (Tian An).

Between 15 September 2011 and 30 September 2011 Penta executed 14 orders in the relevant securities of Tian An on seven days (through 113 on-market executions), and 23 orders in the relevant securities of APL on 10 days (through 559 on-market executions) and failed to make public disclosure of these dealings as required by the Takeovers Code.

Penta accepted that it has failed to comply with Rule 22 of the Takeovers Code and consented to the disciplinary action taken against it. Since the breaches came to light, Penta has implemented a number of measures to ensure future compliance with the Takeovers Code.

The SFC wishes to take this opportunity to remind practitioners and parties who wish to take advantage of the securities markets in Hong Kong that they should conduct themselves in matters relating to takeovers and mergers in accordance with the Takeovers Code and particularly, associates must report their dealings in the offeree company (or offeror company in the case of a securities exchange offer) during an offer period in accordance with the Takeovers Code.

A copy of the Executive Statement and the relevant Takeovers Code provisions can be found in the Takeovers and Mergers Executive Statement section of the SFC website at www.sfc.hk.