The Takeovers and Mergers Panel (Takeovers Panel) today published its written decision setting out the reasons for finding Mr Chow Yei Ching, Mr Oscar Chow Vee Tsung and Mr Joseph Leung Wing Kong in breach of The Codes on Takeovers and Mergers and Share Repurchases (Takeovers Code) (Notes 1, 2, 3, 4 and 5).
The Takeovers Panel had earlier found that the three breached the mandatory offer requirement under the Takeovers Code in that they acted in concert with the late Ms Nina Kung to obtain and consolidate control over ENM Holdings Ltd through the acquisition of voting rights and failed to make a general offer as required by the Takeovers Code (Note 6).
The Takeovers Panel has invited submissions from the parties on sanctions to be imposed and will make a decision in due course.
A copy of the Takeovers Panel’s written decision can be found on the website of the Securities and Futures Commission (SFC) (Note 7).
Notes:
- On 20 November 2013, the Takeovers Executive commenced disciplinary proceedings before the Takeovers Panel against Mr Chow Yei Ching, Mr Oscar Chow Vee Tsung and Mr Joseph Leung Wing Kong over a serious breach of the Takeovers Code. Please see the SFC’s press releases dated 20 November 2013 and 13 March 2015.
- The Takeovers Panel sat for six full days and two half days for these disciplinary proceedings between 2 to 13 March 2015.
- The Takeovers Code is issued by the SFC as one of its functions under the Securities and Futures Ordinance. The Takeovers Code is designed principally to afford fair treatment for shareholders by requiring equality of treatment of shareholders of the same class.
- Takeover Executive means the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director.
- The Takeovers Code is now renamed as The Codes on Takeovers and Mergers and Share Buy-backs.
- ENM (formerly known as e-New Media Company Limited) is principally engaged in wholesale and retail fashion wear and accessories, resort and recreational club operations, investment holding and securities trading. The shares of ENM are listed on the Main Board of the Stock Exchange of Hong Kong Limited.
- The written decision can be found in the "Takeovers and Mergers Panel and Takeovers Appeal Committee decisions and statements" section of the SFC website. From the home page, follow the path: "Regulatory functions" > "Listings & takeovers" > "Takeovers & Mergers" > "Decisions & statements" to go to the section.
