2.10 Take-over Implications
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.
2.10.1 Obligation to make a Take-over Offer
If, as a result of any purchase or acquisition by the Company of the Shares, the proportionate
interest in the voting capital of the Company of a Shareholder and persons acting in concert
with him increases, such increase will be treated as an acquisition for the purposes of Rule
14 of the Take-over Code. Consequently, a Shareholder or a group of Shareholders acting
in concert with a Director could obtain or consolidate effective control of the Company and
become obliged to make an offer under Rule 14 of the Take-over Code.
2.10.2 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), co-operate,
through the acquisition by any of them of shares in a company to obtain or consolidate
effective control of the company.
Unless the contrary is established, the following persons,
inter alia
, will be presumed to be
acting in concert, namely:
(a)
a company with its parent company, subsidiaries, its fellow subsidiaries, any associated
companies of the above companies, any company whose associated companies include
any of the above companies 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;
(b)
a company with any of its directors, together with their close relatives, related trusts
and any companies controlled by any of the directors, their close relatives and related
trusts;
(c)
a company with any of its pension funds and employee share schemes;
(d)
a person with any investment company, unit trust or other fund whose investment
such person manages on a discretionary basis, but only in respect of the investment
account which such person manages;
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APPENDIX
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
