145
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2014
APPENDIX
(e)
a financial or other professional adviser, including a stockbroker, with its client in
respect of the shareholdings of the adviser and the persons controlling, controlled by
or under the same control as the adviser and all the funds which the adviser manages
on a discretionary basis, where the shareholdings of the adviser and any of those
funds in the client total ten per cent. (10%) or more of the client’s equity share capital;
(f)
directors of a company, together with their close relatives, related trusts and
companies controlled by any of them, which is subject to an offer or where they have
reason to believe a bona fide offer for their company may be imminent;
(g)
partners; and
(h)
an individual, his close relatives, his related trusts, and any person who is accustomed
to act according to his instructions, companies controlled by any of the above
persons and any person who has provided financial assistance (other than a bank in
the ordinary course of business) to any of the above companies for the purchase of
voting rights.
For this purpose, ownership or control of at least twenty per cent. (20%) but not more
than fifty per cent. (50%) of the voting rights of a company will be regarded as the test of
associated company status.
The circumstances under which Shareholders, including Directors and persons acting in
concert with them respectively, will incur an obligation to make a take-over offer under Rule
14 of the Take-over Code after a purchase or acquisition of Shares by the Company are set
out in Appendix 2 of the Take-over Code.
2.10.3 Effect of Rule 14 and Appendix 2
In general terms, the effect of Rule 14 and Appendix 2 of the Take-over Code is that, unless
exempted, Directors and persons acting in concert with them will incur an obligation to make
a take-over offer under Rule 14 if, as a result of the Company purchasing or acquiring Shares:
(a)
the voting rights of such Directors and their concert parties would increase to thirty
per cent. (30%) or more; or
(b)
in the event that such Directors and their concert parties hold between thirty per cent.
and fifty per cent. (50%) of the Company’s voting rights, if the voting rights of such
Directors and their concert parties would increase by more than one per cent. (1%)
in any period of six (6) months.
