Takeovers Code implications Sample Clauses

Takeovers Code implications. The Warehouses Sale Agreement constitutes a special deal in relation to the Partial Offer under Note 4 to Rule 25 of the Takeovers Code and requires the consent of the Executive. An application has been made by the Company to the Executive for its consent to proceed with the Warehouses Sale Agreement under Rule 25 of the Takeovers Code. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Warehouses Sale Agreement are fair and reasonable; and (ii) the approval of the Warehouses Sale Agreement by the Independent Shareholders by way of poll at the SGM. WAREHOUSES MANAGEMENT AGREEMENTS On 25 March 2021 (after trading hours), in connection with the Warehouses Sale, Xxxxx Warehouse (Hong Kong) Limited, a wholly-owned subsidiary of the Company, entered into nine Warehouses Management Agreements with, respectively, the legal owners of the Target Warehouses to provide Warehouses Management Services for the Target Warehouses. The principal terms of the Warehouses Management Agreements are set out below: Date 25 March 2021 Subject Matter In connection with the Warehouses Management Agreements, the respective legal owners of the Target Warehouses agreed to appoint and KWHK agreed to accept the appointment as the building manager and leasing agent of the respective Target Warehouses for the provision of Warehouses Management Services during the term of the respective Warehouses Management Agreements. In consideration for such Warehouses Management Services, the relevant legal owners shall pay certain management fees to the Warehouses Manager. In addition, under certain Warehouse Management Agreements, the Warehouses Manager has agreed to guarantee the relevant legal owners of certain Target Warehouses a minimum level of gross revenue during the term of the Warehouses Management Agreements. If the Warehouses Manager is unable to seek tenants for certain Target Warehouses in such Warehouse Management Agreements, the Warehouses Manager shall, as principal, satisfy such minimum guaranteed gross revenue. The term of each Warehouses Management Agreement is an initial term of three (3) years commencing on the date of completion of the Warehouses Sale in respect of the corresponding Target Warehouses, subject to the Warehouses Manager having duly performed and observed all terms and conditions of the Warehouses Management Agreements in all material respects, the term is renewable at the option of the...
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Takeovers Code implications. The Brand Licence Agreements constitute a special deal in relation to the Partial Offer under Rule 25 of the Takeovers Code and requires the consent of the Executive. An application has been made by the Company to the Executive for its consent to proceed with the Brand Licence Agreements. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Brand Licence Agreements are fair and reasonable; and (ii) the approval of the Brand Licence Agreements by the Independent Shareholders by way of poll at the SGM. SHAREHOLDERS’ AGREEMENT AND THE PROPOSED AMENDMENTS TO THE COMPANY’S BYE-LAWS As disclosed in the Joint Announcement, the Offeror and the Offeror Parent have entered into the Shareholders’ Agreement with Xxxxx Holdings and Xxxxx Properties regarding certain corporate governance matters in relation to the Company. The principal terms of the Shareholders’ Agreement, including the Board composition, reserved matters, business arrangements and public float, have been summarised in the Joint Announcement. The Shareholders’ Agreement is conditional upon the Independent Shareholders’ approval for the purposes of the Takeovers Code and the Partial Offer becoming or being declared unconditional in all respects. If the Shareholders’ Agreement becomes unconditional, it will become effective at the Effective Time. In view of the Shareholders’ Agreement, the Board proposes to make certain corresponding amendments to the Bye-laws. The Board proposes to seek the approval of the Shareholders at the SGM with respect to such amendments to the Bye-laws. Details of the proposed amendments will be set out in the Circular to be despatched to the Shareholders.
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Takeovers Code implications. The Shareholders’ Agreement constitutes a special deal in relation to the Partial Offer under Rule 25 of the Takeovers Code and requires the consent of the Executive. An application has been made by the Offeror to the Executive for its consent to proceed with the Shareholders’ Agreement. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Shareholders’ Agreement are fair and reasonable; and (ii) the approval of the Shareholders’ Agreement by the Independent Shareholders by way of poll at the SGM. FRAMEWORK SERVICES AGREEMENT On 25 March 2021 (after trading hours), the Company and Xxxxx Holdings entered into Framework Services Agreement. The principal terms of the Framework Services Agreement are set out below: Date 25 March 2021 Parties
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Takeovers Code implications. The Framework Services Agreement constitutes a special deal in relation to the Partial Offer under Note 4 to Rule 25 of the Takeovers Code and requires the consent of the Executive. An application will be made by the Company to the Executive for its consent to proceed with the Framework Services Agreement. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Framework Services Agreement are fair and reasonable; and (ii) the approval of the Framework Services Agreement by the Independent Shareholders by way of poll at the SGM. The Independent Financial Adviser will state in the Circular its opinion on whether the terms of the Framework Services Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.
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Takeovers Code implications. The Taiwan Business Sale Agreement constitutes a special deal in relation to the Partial Offer under Note 4 to Rule 25 of the Takeovers Code. An application has been made by the Company to the Executive for consent to proceed with the Taiwan Business Sale Agreement. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Taiwan Business Sale Agreement are fair and reasonable; and (ii) the approval of the Taiwan Business Sale Agreement by the Independent Shareholders by way of poll at the SGM. The Independent Financial Adviser will state in the Circular its opinion on whether the terms of the Taiwan Business Sale Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. BRAND LICENCE AGREEMENTS On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, each of the Company and KE Thailand entered into the respective Brand Licence Agreements. The principal terms of the Brand Licence Agreements are set out below: Date 25 March 2021 Principal terms of each Brand Licence Agreement
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Takeovers Code implications. The Company is currently in the offer period (as defined in the Takeovers Code) with respect to the Privatization Proposal. In this connection, the Company has obtained the written consent from the Offeror in relation to the Proposed Yashili-Arla Transactions. Pursuant to the Takeovers Code, the Estimated Gain Statement is considered to constitute a profit forecast under Rule 10 of the Takeovers Code and should therefore be reported on by the Company’s auditors or accountants and financial advisers in accordance with Rule 10.4 of the Takeovers Code. The relevant reports from the Company’s auditors or accountants and financial advisers on the Estimated Gain Statement are required to be included in the next document in connection with the Privatization Proposal to be despatched to the shareholders of the Company, which, if the Privatization Proposal materialises, is expected to be the Scheme Document. If the 2022 Final Results Announcement will be published prior to the despatch of the Scheme Document, the requirement under Rule 10 of the Takeovers Code to report on the Estimated Gain Statement will be superseded by the publication of the 2022 Final Results Announcement. Otherwise, the Estimated Gain Statement shall be reported on in accordance with Rule 10 of the Takeovers Code and the relevant reports will be included in the Scheme Document to be sent to the shareholders of the Company.
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Takeovers Code implications. At present, none of IFTL, XXXX, the Corporate Investors or any of their respective associates or concert parties (if any) owns any Shares or is interested in any Shares other than Shares to be acquired pursuant to the XXXX Subscription Agreement and the Corporate Investor Subscription Agreements respectively. Upon Subscription Completion, IFTL, XXXX and its associates will be interested in 168,000,000 Shares, representing approximately 55.31% of the issued share capital of the Company as enlarged by the New Shares to be issued under the Subscriptions. Neither IFTL, XXXX, the Corporate Investors nor persons acting in concert with any of them for the purposes of the Takeovers Code have dealt in the Shares during the six months period prior to the date of this announcement. Under Rule 26 of the Takeovers Code, upon the XXXX Subscription Completion, IFTL and its concert parties would be obliged, unless the Whitewash Waiver is granted, to make an unconditional general offer for all the issued Shares not then already owned or agreed to be acquired by IFTL or its concert parties. An application will be made by IFTL to the Executive for the Whitewash Waiver which, if granted, would normally be subject to the approval of the Shareholders who are not involved or interested in the XXXX Subscription on a vote taken by way of a poll. The Executive may or may not grant the Whitewash Waiver. The XXXX Subscription Completion is conditional upon, inter alia, the granting of the Whitewash Waiver by the Executive. If the Executive does not grant the Whitewash Waiver, the XXXX Subscription Agreement, the Corporate Investor Subscription Agreements and the Placing Agreement will lapse as a consequence. There will be no general offer for the Shares as a result of the XXXX Subscription. If the Whitewash Waiver is approved by the Independent Shareholders and granted by the Executive, and immediately upon the Subscription Completion, XXXX (through IFTL) and its concert parties (if any) will hold approximately 55.31% of the issued share capital of the Company as enlarged by the New Shares to be issued under the Subscriptions and as such, XXXX may be free to acquire additional Shares thereafter without incurring any further obligation under Rule 26 of the Takeovers Code to make a general offer.
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Takeovers Code implications. Upon allotment and issue of the Subscription Shares and the Bonus Shares, China United, Xx. Xxxx and parties acting in concert with them will be interested in approximately 75.3% of the enlarged issue share capital of the Company. The aggregate interest of China United, Xx. Xxxx and their concert parties would be further increased to approximately 78.9% of the Company’s enlarged issued share capital upon exercise in full of the Option intended to be granted to China United and Xx. Xxxx. Under the Takeovers Code, China United, Xx. Xxxx and the parties acting in concert with them would be obliged under Rule 26 of the Takeovers Code to make a mandatory general offer for all the Shares not already owned or agreed to be subscribed for by them upon Completion or full exercise of the Options intended to be granted to China United and Xx. Xxxx. The Company, China United and Xx. Xxxx (and their concert parties) will apply to the Executive for a Whitewash Waiver, which, if granted, would be subject to the approval of the Independent Shareholders at the EGM. The Executive may or may not grant the Whitewash Waiver. China United and Xx. Xxxx and their concert parties have confirmed that they have not dealt in the Shares since six months preceding 20th April, 2002, the date of the Subscription Agreement. The Subscription Agreement is conditional upon, inter alia, on the grant of the Whitewash Waiver and China United has stated it will not waive such condition. At present, China United and parties acting in concert with it (except for Xx. Xxxx and his concert parties) do not hold any Shares. At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 2.30 p.m. on Friday, 19th April, 2002 pending release of this announcement. Application has been made by the Company for the resumption of trading in the Shares with effect from 9:30 a.m. on Wednesday, 24th April, 2002. When considering dealing in the Shares, Shareholders and investors should bear in mind, inter alia, the following risk factors:
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Takeovers Code implications. The Board wishes to elaborate on the potential Takeovers Code implications of Medtronic exercising its right to convert the Second Tranche Convertible Notes. Upon conversion, the interests held by Medtronic will increase from approximately 25% to 51% of the issued share capital of the Company as enlarged by the Conversion Shares, and Medtronic will be obliged to make a mandatory general offer for all the Shares not already owned or agreed to be acquired by Medtronic or parties acting in concert with it pursuant to Rule 26 of the Takeovers Code. To the best knowledge, information and belief of the Directors, Medtronic will, after the conversion conditions for the Second Tranche Convertible Notes have been fulfilled but before exercising its right to convert the Second Tranche Convertible Notes, comply with the requirements of the Takeovers Code and will either conduct a mandatory general offer or apply for a Whitewash Waiver pursuant to the requirements under the Takeovers Code. As the subscription and conversion of the Second Tranche Convertible Notes may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. Xxxxxxxx, X.X.X., 6 January 2013 By Order of the Board of LifeTech Scientific Corporation XIE Yuehui Chairman and Executive Director
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