HONG KONG: Codes on Takeovers and Mergers and Share Buy-backs Align with New Listing Regime

Friday April 27 2018

On 27^th April 2018, the Securities and Futures Commission (SFC) announced amendments to the Codes on Takeovers and Mergers and Share Buy-backs (the Codes) to bring them in line with the new listing regime for companies from emerging and innovative sectors.

The consultation conclusions on a listing regime for companies from emerging and innovative sectors published by Hong Kong Exchanges and Clearing Limited (HKEX) on 24 April 2018 and available on the HKEX website.

The new listing regime provides a concessionary route to secondary listing for Grandfathered Greater China Issuers. These refer to qualifying companies with a “centre of gravity” in Greater China which were primary listed on the New York Stock Exchange LLC, Nasdaq Stock Market or the Main Market of the London Stock Exchange Group plc (and belonging to the UK Financial Conduct Authority’s “Premium Listing” segment) on or before 15 December 2017.

Under the amendments, gazetted on 27^th April 2018, the Codes will not apply to these secondary-listed companies unless and until the bulk of trading has moved to Hong Kong and the company is treated as having a dual-primary listing in Hong Kong under the Listing Rules. A new Note to section 4.2 of the Introduction to the Codes has been added: “A Grandfathered Greater China Issuer within the meaning of Rule 19C.01 of the Listing Rules with a secondary listing on the Stock Exchange will not normally be regarded as a public company in Hong Kong under this section 4.2. Where the bulk of trading in the shares of a Grandfathered Greater China Issuer migrates to Hong Kong such that it would be treated as having a dual-primary listing in Hong Kong pursuant to Rule 19C.13 of the Listing Rules, the Codes will apply to it.”

The amendments were made in consultation with the Takeovers and Mergers Panel and will take effect from 30 April 2018.

Click on the above link for further information.