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ADDENDUM
1.11 Take-over Obligations
Appendix 2 of the Take-over Code contains the Share Buy-back Guidance Note applicable as at the Latest Practicable Date. The take-over
implications arising from any purchase or acquisition by the Company of its Shares are set out below:
1.11.1 Obligation to make a take-over offer
Under Appendix 2 of the Take-over Code, an increase of a Shareholder¡¯s proportionate interest in the voting rights of the Company
resulting from a Share Buy-back by the Company will be treated as an acquisition for the purpose of Rule 14 of the Take-over Code (¡°
Rule
14
¡±). Consequently, a Shareholder or group of Shareholders acting in concert with a Director could obtain or consolidate effective control
of the Company, and become obligated to make a take-over offer for the Company under Rule 14.
Pursuant to Rule 14, a Shareholder and persons acting in concert with the Shareholder will incur an obligation to make a mandatory take-
over offer if,
inter alia
, he and persons acting in concert with him increase their voting rights in the Company to 30% or more or, if they,
together holding between 30% and 50% of the Company¡¯s voting rights, increase their voting rights in the Company by more than 1% in
any period of 6 months.
1.11.2 Persons acting in concert
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding
(whether formal or informal), cooperate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective
control of that company.
Unless the contrary is established, the following persons will,
inter alia
, be presumed to be acting in concert:
(a)
a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the
directors, their close relatives and related trusts);
(b)
a company with its parent company, subsidiaries, its fellow subsidiaries, any associated companies of the foregoing companies, and
any company whose associated companies include any of the foregoing companies, and any person who has provided financial
assistance (other than a bank in the ordinary course of business) to any of the aforementioned companies for the purchase of voting
rights. For this purpose, a company is an associated company of another company if the second company owns or controls at least
20% but not more than 50% of the voting rights of the first-mentioned company; and
