Listing Rules. Prior to the delivery of the Prospectus to the Registrar of Companies in England and Wales, the Prospectus has been approved by or on behalf of the competent authority as listing particulars as required by the listing rules made pursuant to Part VI of the FSMA and the Prospectus complies with the listing rules made under Section 72 of the FSMA;
Listing Rules. The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
Listing Rules. The Company is not required to obtain any consent or approval from its stockholders in connection with the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents pursuant to the rules of any Trading Market on which any of the securities of the Company are listed or designated.
Listing Rules subject to compliance by the Supervisor with its obligations under the FMCA and the FMC Regulations, the Supervisor shall not be required to monitor compliance by the Company or any other party with the Listing Rules and, in the absence of notice to the contrary from the Company or NZX, shall be entitled to assume that the Company is so complying. In the event of non-compliance with any Listing Rule the Supervisor, in determining the action to be taken or not taken by it, shall be entitled to have regard to the actions of NZX in relation to that non-compliance;
Listing Rules the Issuer is in compliance with all applicable requirements of the Listing Rules with respect to the Shares;
Listing Rules. As at the date of this announcement, TPG, the ultimate holding company of the Company, is directly interested in 37.50% of the equity interests of TPI, a non wholly-owned subsidiary of the Company, TPG and TPI are therefore connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Capital Contribution Agreement constitute connected transactions of the Company. As the applicable percentage ratios in relation to the Capital Contribution and the Additional Capital Contribution, in aggregate, represent more than 0.1% but less than 2.5%, the Capital Contribution Agreement and the transactions contemplated thereunder are subject to the reporting, announcement but exempt from independent shareholders’ approval requirement under the Listing Rules.
Listing Rules. Since the Vendor is a controlling shareholder and therefore a connected person of the Company, the Share Buy-back contemplated under the Share Buy-back Agreement constitutes a connected transaction for the Company under the Listing Rules and is therefore subject to the approval by the Disinterested Shareholders at the EGM.
Listing Rules. IMPLICATIONS As at the date of this announcement: (1) CPF was interested in approximately 47.8% of the Shares in issue and was therefore a substantial shareholder. CT Lianyungang was directly wholly owned by CP Enterprise which, in turn, was held as to 39% by CPF. CT Lianyungang was an associate of CPF and therefore a connected person of the Company; and (2) CTAI was an indirect wholly-owned subsidiary of CPG which, in turn, was interested in approximately 49.11% of the issued share capital of CPF. Due to CPG’s near majority shareholding in CPF, the Company and CPG have agreed to treat CPG as a substantial shareholder of the Company. CTAI was an associate of CPG and therefore treated as a connected person of the Company. Accordingly, each of the Transactions constitutes a connected transaction of the Company under the Listing Rules. As each of the Transactions relates to the Group’s acquisition of company involved in similar businesses from parties related to each other, the Company has aggregated the Transactions and treated them as if they were one transaction. As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Transaction are more than 0.1% but less than 5%, the Transactions are subject to the reporting and announcement requirements but are exempted from the circular (including independent financial advice) and shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Listing Rules. As one or more of the applicable percentage ratios in respect of the Framework Agreement and the transactions contemplated thereunder are more than 5% but less than 25%, the Framework Agreement and the transactions contemplated thereunder constitute discloseable transaction for the Company and is subject to the reporting and announcement requirements but exempted from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
