The Securities and Futures Commission (SFC) has publicly censured Fu Kwan, the chairman of Macrolink Capital Holdings Limited (Note 1), for acquiring the company’s shares within six months after the close of an offer at prices above the offer price in breach of Rule 31.3 of the Code on Takeovers and Mergers (Takeovers Code) (Note 2).
On 1 August 2018, Macrolink Group Limited, as the offeror, made an unconditional mandatory general offer in cash for the shares of Macrolink Capital at an offer price of $0.6217 per share. Upon the close of the offer on 22 August 2018, the offeror and its concert parties held 67.85% of Macrolink Capital’s shares.
On 8 and 9 November 2018, within the six-month period after the close of the offer, Fu made a series of on-market acquisitions of 3,990,000 shares of Macrolink Capital at prices above the offer price, ranging from $0.63 to $0.72 per share. Fu is a director of the offeror and therefore a person acting in concert with the offeror.
Fu submitted that the breach was not intentional. He accepted that he breached the Takeovers Code and agreed to the current disciplinary action taken against him.
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 accordance with the Takeovers Code. If there is any doubt about the application of the rules, the Executive should be consulted at the earliest opportunity.
The Executive Statement can be found in the “Listings & takeovers – Takeovers & mergers – Decisions & statements – Executive decisions and statements” section of the SFC website.
- Macrolink Capital Holdings Limited, formerly known as Junefield Department Store Group Limited, is listed on the Main Board of The Stock Exchange of Hong Kong Limited.
- Rule 31.3 of the Takeovers Code prohibits an offeror and its concert parties from buying shares at prices higher than the offer price within six months after the end of the offer period except with the consent of the Takeovers Executive (ie, the Executive Director of the SFC’s Corporate Finance Division or his delegate).