Common use of Takeovers Code implications Clause in Contracts

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.