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Screenshot of a breaking news alert e-mail from Q2 2017
The Hong Kong Securities and Futures Commission (SFC) announced that has publicly censured Chen Chi-Te and Kenneth C.M. Lo for breaching the dealing provisions under the Takeovers Code.
As directors of Taiwan Cement Corporation (TCC), both Chen and Lo are parties acting in concert with TCC in a proposed privatisation of TCC International Holdings Limited by way of a scheme of arrangement whereby shareholders would be entitled to receive either a cash payment or TCC shares.
Chen held shares in TCC International through related trusts which sold all his shares between 25 April and 28 June 2017. These dealings and the failure to make public disclosures of them constituted breaches of Rule 21.2 and Rule 22 of the Takeovers Code.
Lo, together with his close relatives, controls four investment companies which acquired a total of four million shares in TCC between 27 and 31 July 2017. These purchases and the failure to disclose them constituted breaches of Rule 21.3 and Rule 22 of the Takeovers Code.
Both Chen and Lo accept that they breached the Takeovers Code and agree to the disciplinary action taken against them.
The SFC wishes to take this opportunity to remind practitioners and parties who wish to take advantage of the securities markets in Hong Kong that they should conduct themselves in matters relating to takeovers and mergers in accordance with the Takeovers Code. If there is any doubt about the application of the rules, the Takeovers Executive should be consulted at the earliest opportunity.