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The Securities and Futures Commission (SFC) announced that the following amendments (Note 1) to the Codes on Takeovers and Mergers and Share Repurchases (Codes) will take immediate effect:
- Property valuation requirements now only apply to offers when the offeror is an interested party (Note 2).
- Regarding confirmations of independence of placees in placing and top-up transactions, it is the responsibility of the financial adviser, placing agent and acquirer of the voting rights to confirm the independence of placees.
- The prescribed period for payment of acceptance of an offer is no longer 10 days but seven business days.
The SFC launched a public consultation on the proposed amendments in August 2011 (Note 3) and 18 written submissions were received during the consultation period. The conclusions paper was released today.
Notes:
1. Amendments to the Codes were gazetted today and set out in Appendix 2 to the consultation conclusions.
2. An interested party refers to “…(i) a party holding, or together with parties acting in concert with it holding, immediately before either the commencement of an offer period or an obligation arises to make a mandatory offer under Rule 26.1, 30% or more of the voting rights of the offeree company; (ii) a director of the offeree company; or (iii) a party acting in concert with any of (i) or (ii)”.
3. On 24 August 2011, the SFC issued the “Consultation Paper on (1) the Proposal to Amend the Requirements for Property Valuation in the Codes on Takeovers and Mergers and Share Repurchases, (2) the Proposed Amendment Relating to Confirmations of Independence in Placing and Top-up Transactions and (3) the Timing of Payment for Acceptances.” The public consultation ended on 26 September 2011.
