HONG KONG: SFC Issue Updated Guidance on Announcements under the Takeovers and Mergers Codes

Monday April 3 2017

The Hong Kong Securities and Futures Commission (SFC) has updated their Guidance Note on announcements and documents under the Codes on Takeovers and Mergers and Share Buy-backs (on 31 March 2017).

The Guidance Note consolidates a number of previous guidance letters and reminders issued by the Executive during the course of an offer or whitewash transaction and refers to Practice Notes issued by the Executive from time to time.

Rule 12.1 of the Takeovers Code requires all documents (other than those referred to in the Post-Vet List) to be “filed with the Executive for comment prior to release or publication and must not be released or published until the Executive has confirmed that it has no further comments thereon.”

At the outset of a transaction, issuers and advisers should carefully consider whether an announcement is a “document” for the purpose of the Codes and if so, comply with Rule 12.1 and other disclosure requirements. The Executive should be given reasonable time to review a document when it is submitted for comment.

Please follow the link at the top of the page for the revised guidance.