Bermuda Takeover Code
Hongkong Land Hldgs Ld
17 May 2004
HONGKONG LAND HOLDINGS LIMITED
AMENDMENTS TO THE BERMUDA TAKEOVER CODE FOR
HONGKONG LAND HOLDINGS LIMITED
The Bermuda Takeover Code (the 'Bermuda Code') for Hongkong Land Holdings
Limited (the 'Company'), as set out in the Hongkong Land Holdings Limited
Regulations 1993 (the 'Regulations'), has been amended by the Bermuda Monetary
Authority. The Bermuda Code is based on the UK City Code on Takeovers and
Mergers (the 'UK Code') and the amendments were made primarily to bring the
Bermuda Code into line with certain amendments made to the UK Code.
A summary of the amendments is appended below and copies of the amendments are
also available from the Bermuda Monetary Authority at Burnaby House, 26 Burnaby
Street, Hamilton HM 11, Bermuda; the Company Secretary of Hongkong Land Holdings
Limited at Jardine House, 33-35 Reid Street, Hamilton HM EX, Bermuda; or from
the Company's website www.hkland.com.
This announcement appears as a matter of record.
Neil M McNamara, Jardine Matheson Limited
for and on behalf of Hongkong Land Holdings Limited
17th May 2004
www.hkland.com
Summary of the amendments made to the Hongkong Land Holdings Limited Regulations
1993
1 Introduction
Hongkong Land Holdings Limited (the 'Company'), which is incorporated in Bermuda, is subject to
its own regulations (the 'Regulations') which set out the Bermuda Takeover Code (the 'Bermuda Code
'). This is a summary of the more significant changes made to the Bermuda Code to bring them into
line with certain amendments made to the UK City Code on Takeovers and Mergers (the 'UK Code')
during 2002. A number of the more minor amendments and the consequential changes have not been
included in this general summary.
2 Amendments to the Bermuda Code
2.1 Further to the introduction by the UK Financial Services Authority of a competitive system for the
dissemination of regulatory information, any announcement, notification or disclosure required to
be made pursuant to any rule of the UK Code is now made to one of the 'Regulatory Information
Services' ('RIS'), rather than to the Company Announcements Office of the London Stock Exchange.
Corresponding amendments have been made to the Bermuda Code to reflect this change, in particular
to Regulation 1(2) which provides a definition of RIS.
2.2 The UK Takeover Panel has amended the rules regarding purchases by the offeror of shares in the
Company in exchange for securities, in particular: (i) the rules relating to offers where the
offeror is required to make a securities offer to all shareholders; (ii) the circumstances in
which purchases for securities are deemed to be purchases for cash and the circumstances in which
the offeror is required to make a cash offer or a cash alternative offer where there have been
purchases for a mixture of cash and securities; and (iii) the rules relating to offers for
securities in the case of vendor placings. Similar amendments have been made to Regulation 12 of
the Bermuda Code:
2.2.1 Regulation 12(1)(b), which covers the situation where a cash offer or cash alternative
offer is required, has been amended so that the qualifying period for consideration of
purchases from directors or associates of the offeror or the Company (as vendors) under
this Regulation is extended from nine to twelve months and the consideration period now
also includes the offer period.
2.2.2 Regulation 12(4) has been amended so that the period in which shares acquired for
securities are deemed to have been acquired for cash is extended to include the period
during, or in, the twelve months preceding the commencement of the offer period.
2.2.3 A new Regulation 12(6) has been added to Regulation 12 to provide that: (i) where any
shares carrying more than 10 per cent. of the voting rights have been acquired by an
offeror or a person acting in concert with it, in exchange for securities, in the three
months prior to the commencement of the offer period; or (ii) where the vendors are
directors of, or associates of, the offeror or the Company, within the 12 months preceding
the commencement of the offer period, any offer for that class of shares shall include an
offer of such securities to all other holders of shares of that class, subject to certain
restrictions.
2.2.4 A new Regulation 12(7) has been added to Regulation 12 to provide that if an obligation to
make a securities offer arises under Regulation 12(6), the same number of offeror
securities must be offered to all other shareholders on the basis of the greater or
greatest number of consideration securities received by the vendor for each Company share.
2.2.5 A new Regulation 12(8) has been added to Regulation 12 to cover vendor placings so that
where shares are acquired in exchange for securities and the offeror or any of its
associates arranges the immediate placing of such securities for cash, the purchase will be
deemed to be a purchase for cash. In such a case, no obligation to make a securities
exchange offer under Regulation 12(6) will arise.
2.2.6 A new Regulation 12(9) has been added to Regulation 12 to reflect the fact that there is no
requirement to offer all shareholders securities pursuant to Regulation 12(6) if, in
circumstances of a management buyout or similar transaction, the only offeree shareholders
to have received securities are members of the management of the offeree company.
2.2.7 A new Regulation 12(10) has been added to Regulation 12 to provide that a cash offer or a
cash alternative offer is required in respect of all holders of a class of shares in
circumstances where 10 per cent. or more of that class of shares has been acquired during
the offer period or in the 12 months prior to the commencement of the offer period for a
mixture of securities and cash.
2.3 Consequential amendments have been made to Regulation 8(a) to provide that an immediate
announcement is required in the event of a securities exchange offer pursuant to Regulation 12.
2.4 Regulation 21(6)(a) has been amended to clarify the provisions in the Bermuda Code governing
inducement fee arrangements, in particular to include break fees, penalties, put or call options
and other provisions having similar effects.
2.5 A new Regulation 32(5) has been added to Regulation 32 to regulate and resolve competitive bid
situations. The new Regulation 32(5) provides that if a competitive situation is continuing in the
later stages of an offer period (on or after day 46), a mandatory open auction procedure, as
outlined in detail in the new Regulation 32(5), will need to be followed by the competing
offerors.
2.6 A new Regulation 35(5) has been added to Regulation 35 to restrict dealings in the Company's
shares by a competing offeror (or any person acting in concert with that offeror) whose offer has
lapsed under the competitive auction procedure provided in the new Regulation 32(5) (as detailed
above).
2.7 Regulation 24(8)(f), covering the aggregation of dealings for disclosure purposes, has been
amended to provide that: (i) dealings during the offer period are to be aggregated; (ii) dealings
within the three months prior to the offer period are to be aggregated on a monthly basis; and
(iii) dealings in the nine month period prior to the offer period are to be aggregated on a
quarterly basis. The existing requirement that these rules apply only to the extent that they do
not lead to any significant dealings thereby being concealed, is still in force. In addition,
wording has also been added to this Regulation to provide that a list of all dealings must be sent
to the Bermuda Monetary Authority for approval in advance of the posting of the offer document and
that such list be made available for inspection.
2.8 For clarification, language has been added to Appendix 4 (Fees etc.) regarding, in particular,
fees incurred by the Bermuda Monetary Authority in administering the Bermuda Code and the
situation where fees and expenses incurred by the Bermuda Monetary Authority are recoverable from
the Company.
- END -
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