The Takeovers and Mergers Panel (Panel) has ruled that certain statements (Statements) made on 26 March 2012 by Mr Fu Chengyu, chairman of China Petroleum & Chemical Corporation (Sinopec) did not constitute a “no increase statement” under Rule 18.3 of the Code on Takeovers and Mergers but were ambiguous and created uncertainty as to whether or not Sinopec and ENN Energy Holdings Limited (together, the Offerors) were ruling out the possibility of an increase in the offer price in relation to their pre-conditional voluntary general offers for the shares and options of China Gas Holdings Limited.
The Panel required the Offerors to issue a clarification announcement, as previously requested by the Executive, and specifically to state whether or not they rule out the possibility of an increase in the offer price. This statement was to be made by 6.00 p.m. on 3 April 2012 or such later time as the Executive may have agreed. An announcement in compliance with the ruling was issued at 5.55 p.m. on 3 April 2012.
The Panel met on 2 April 2012 to consider the matter which was referred to the Panel by the Executive as there were particularly novel, important or difficult points at issue.
A copy of the Panel’s decision can be found in the “Prospectuses, Takeovers & Mergers” – “Takeovers and Mergers” – “Panel and Executive Decisions / Statements” section of the SFC website at www.sfc.hk.
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Hong Kong's Securities And Futures Commission Takeovers Panel Requires Offerors For China Gas Holdings Limited To Make Clarification Announcement
Date 12/04/2012