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The Securities and Futures Commission (SFC) today released consultation conclusions on its proposed amendments to the Codes on Takeovers and Mergers and Share Buy-backs (Codes) (Note 1).
The amended Codes will be gazetted on 29 September 2023 and then take effect immediately.
In general, respondents to the consultation supported the proposed amendments. All proposals were adopted, whilst some saw minor modifications in view of the responses received during the consultation.
The amendments (Note 2) mainly codify existing practices of the Takeovers Executive (Note 3) and clarify the Codes where necessary. Changes include revising the definitions of important terms, streamlining processes to enhance efficiency, and introducing green initiatives to reduce the carbon footprint of Codes documents.
Consequential amendments will be made to a number of Practice Notes to the Codes and will be available on the SFC website when the revised Codes take effect. Market practitioners are encouraged to read the revised Practice Notes and consult the Takeovers Executive in case of any doubts about the application of the revised Codes, particularly if transactions announced before the amendments now face any difficulties.
Notes:
- On 19 May 2023, the SFC issued a consultation paper on proposed amendments to the Codes on Takeovers and Mergers and Share Buy-backs. The consultation period ended on 23 June 2023. A total of 12 submissions were received.
- The amendments to the Codes are set out in Appendix 2 to the consultation conclusions.
- This refers to the Executive Director of the SFC’s Corporate Finance Division or any delegate of the Executive Director.
