| 单词 | Takeover announcement |
| 释义 | 收購公佈 A takeover procedure by which an offeror or potential offeror makes an announcement in relation to the takeover. Announcements may be made at different stages: (1) Before the board of the offeree company is approached, the primary responsibility for making an announcement rests with the offeror or potential offeror. The offeror or potential offeror should keep a close watch on the offeree company’s share price and volume of share turnover, and must make an announcement (a) when the offeree company is the subject of rumour or speculation about a possible offer or there is undue movement in its share price and there are reasonable grounds for concluding that it is the actions of the potential offeror or persons acting in concert with it which have led to the situation; (b) when the negotiations or discussions are about to be extended to include more than a very restricted number of people, outside those who need to know; (c) immediately upon an acquisition of voting rights which gives rise to an obligation to make an offer under Rule 26: The Code on Takeovers and Mergers, Securities and Futures Commission, February 2002, Rule 3.1. (2) After the offeree company is approached, the primary responsibility for making an announcement will normally rest with the board of the offeree company. The offeree company must keep a close watch on its share price and volume and it must make an announcement (a) when a firm intention to make an offer is notified to the board of the offeree company from a serious source; (b) when the offeree company is the subject of rumour or speculation, following an approach to the offeree company; (c) when negotiations or discussions between the offeror and offeree company are about to be extended to include more than a very restricted number of people, outside those who need to know; or (d) when the board of a company is aware that there are negotiations or discussions between a potential offeror and the holder(s) of shares carrying 30% or more of the voting rights of a company or when the board of a company is seeking potential offerors: Rule 3.2. (3) An announcement of a firm intention to make an offer should only be made when an offeror has every reason to believe that it can and will continue to be able to implement the offer. The financial adviser to the offeror has the responsibility to make such an announcement. The announcement should contain the details prescribed in Rule 3.5 of the Codes. (4) An announcement of results of offer must be made by 6.00 p.m on a closing date to the Executive Director of the Corporate Finance Division of the Securities and Futures Commission and the Stock Exchange of the offeror’s decision in relation to the revision, extension, expiry or unconditionality of the offer. The offeror must publish a teletext announcement through the Stock Exchange by 7.00p.m on the closing date. Such announcement must be republished in accordance with Rule 12.2 on the next business day thereafter and must include the details stated in Rules 19.1 and 3.5(c), (d), (f). If the offeror has failed to announce, the Executive may require that acceptors be granted a right of withdrawal, until the requirements of Rule 19 can be met: Rule 19.2. See also Offeree company; Takeover; Takeover bid; Takeover offer period. |
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