No.1 April 2003
*****
Disclosure of Interests under the Securities and Futures Ordinance *****
SCHEDULE_1
SUBSTANTIAL SHAREHOLDERS
WHO WILL BE OBLIGED TO MAKE A DISCLOSURE ON COMMENCEMENT OF THE
SFO?
1. The largest group of persons required to make a new
disclosure will be shareholders holding between 5% and 10%
of the issued voting shares, where such shareholding has
not been previously disclosed.
2. Holders of 5% or more will further be required to
disclose a short position of 1% or more.
3. Persons with interests of 10% or more already disclosed
under the previous regime will have a new disclosure
obligation in respect of:
o (i) a short position of 1% or more, or
(ii) an interest in shares as a result of holding,
writing or issuing cash settled derivatives.
4. Unissued Shares. Interests in unissued shares (eg.
under subscription warrants and convertible bonds) not
discloseable under the previous regime must be disclosed
on commencement of the SFO (see 'Disclosure of Interests
in Equity Derivatives' above).
5. New disclosure obligations may also result from some
concert party agreements (see under 'Deemed Interests'
above). Interests discloseable (but not disclosed) under
the previous regime, should also be disclosed.
6. Founder of Discretionary Trust. The 'founder' of a
discretionary trust has an interest which was not
disclosed under the previous regime and will therefore be
required to disclose that interest on commencement of the
SFO.
Interests discloseable on the commencement of the SFO must be
filed on or before 14 April 2003. The date of the 'relevant event'
should be stated as 1 April 2003.
SCHEDULE_2
SUBSTANTIAL SHAREHOLDERS
Relevant Events
* (i) When a person first becomes interested in 5% or more
of the shares of a listed company (ie. when he first
acquires a notifiable interest).
(ii) When a person's interest drops below 5% (ie. he
ceases to have a notifiable interest).
(iii) When there is an increase or decrease in the
percentage figure of a person's holding that results in
his interest crossing over a whole percentage number which
is above 5% (eg. his interest increases from 6.8% to 7.1%
- crossing over 7%).
(iv) When a person has a notifiable interest (ie. 5%) and
the nature of his interest in the shares changes (eg. on
exercise of an option).
(v) When a person has a notifiable interest and he comes
to have, or ceases to have, a short position of more than
1% (eg. he is already interested in 6.8% of the shares of
a listed company and takes a short position of 1.9%).
(vi) When a person has a notifiable interest and there is
an increase or decrease in the percentage figure of his
short position that results in his short position crossing
over a whole percentage number which is above 1% (eg. he
is already interested in 6.8% of the shares of a listed
company and increases his short position from 1.9% to
2.1%).
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