Takeovers Panel rules against waiver of possible general offer obligation

The Executive recently received a request for a ruling regarding a proposal by Swire Pacific Ltd to acquire part of Cathay Pacific Airways Ltd’s shareholding interest in Hong Kong Aircraft Engineering Company Ltd (HAECO). The Executive referred the matter to the Takeovers Panel (Panel) as there were particularly novel, important or difficult points at issue. The Panel met on 3 December 2008 to consider the referral.

The Panel has ruled that if Swire Pacific Ltd proceeds with the possible acquisition in the manner proposed, it will incur an obligation under the Takeovers Code to make a general offer for HAECO. The Panel also ruled that a waiver of any such mandatory offer obligation would not be available.

The Panel deferred the publication of its decision in relation to this matter at the request of Swire Pacific Ltd due to the confidential and price-sensitive nature of the matter at the time.

A copy of the Panel’s decision can be found in the “Prospectuses, Takeovers & Mergers” – “Takeovers and Mergers” – “Panel and Executive Decisions / Statements” section of the SFC website at www.sfc.hk.

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