Hong Kong's Securities And Futures Commission: Takeovers Panel Rules A Chain Principle Offer For Greenheart Will Be Triggered As A Result Of The Restructuring

The Takeovers and Mergers Panel (Panel) has ruled that an obligation under the Takeovers Code to make a chain principle offer for Greenheart Holdings Limited (Greenheart) will be triggered if Sino-Forest Corporation (Sino-Forest) proceeds with the transfer of substantially all the assets of Sino-Forest, which include an indirect shareholding of 63.6% of Greenheart, to a new company wholly owned by Sino-Forest’s creditors. The Panel also decided that a waiver of any such mandatory offer obligation would not be available.

The matter arose as a result of a consultation made to the Executive in relation to a proposed restructuring of Sino Forest which is in severe financial difficulty. The Panel met to consider the matter on 17 January 2013.

A copy of the Panel’s decision can be found in the "Regulatory functions" – "Listings & takeovers" – "Takeovers & Mergers" – "Decisions & statements" – "Takeovers and Mergers Panel and Takeovers Appeal Committee decisions and statements" section of the SFC website at www.sfc.hk.