The SFC and the SEHK jointly released their "Joint Consultation Conclusions on the Proposal to allow a Companies Ordinance (CO) Offeror to issue a CO Paper Application Form for Shares in or Debentures of a Company to be listed on the SEHK, and a Collective Investment Scheme (CIS) Offeror to supply a CIS Paper Application Form for Interests in an SFC-authorised CIS to be listed on the SEHK, with a Listing Document Displayed on Certain Websites" (MMO Consultation Conclusions) on 26 November 2010 in response to the joint consultation paper issued on 1 April 2008 in relation to proposals to allow public distribution of paper application forms for shares or debentures or interests in SFC-authorised collective investment schemes (CIS) without the associated paper listing documents1, provided that the conditions stipulated in a class exemption are satisfied (Mixed Media Offer).
CLASS EXEMPTION NOTICE
In essence, the MMO Consultation Conclusions contained proposed exemptions and waivers so as to allow:
- a company conducting a public offering of shares or debentures to be listed on the SEHK (CO Offeror) to issue paper application forms with electronic copies of the relevant prospectus (CO Proposal); and
- a CIS conducting a public offer of interests in the CIS to be listed on the SEHK (CIS Offeror) to issue paper application forms with electronic copies of the relevant offering document (CIS Proposal).
Pursuant to the MMO Consultation Conclusions, the SFC will incorporate a new class exemption (Class Exemption Notice) under the CO Notice so as to implement the CO Proposal, subject to the fulfilment of certain conditions.
In this connection, CIS Offerors will also be granted a similar waiver so as to implement the CIS Proposal, subject to similar conditions as imposed under the Class Exemption Notice.
The Class Exemption Notice will, subject to negative vetting by the Legislative Council, come into effect on 1 February 2011. The corresponding amendments to the Listing Rules will take effect when the Class Exemption Notice becomes effective.
The major conditions specified in the Class Exemption Notice which must be satisfied by a CO Offeror or a CIS Offeror (as the case may be) before a Mixed Media Offer would be allowed are summarised as follows:
The public should be informed
- During the period of five business days before the commencement of the offer period, adequate disclosure (meaning the publication of an announcement in compliance with the specified requirements) is made to inform the public that a printed application form will be issued without a corresponding printed form prospectus.
Printed form prospectus should still be available
- Throughout the offer period, copies of the printed form prospectus are available for collection at specified locations, free of charge, upon request by any member of the public.
- Throughout the offer period, at least three copies of the printed form prospectus are available for inspection at every location where the printed application forms are distributed.
- For printed application form, certain specified information should be stated in a prominent place.
Specific requirements for the electronic form prospectus
- Throughout the offer period, the electronic form prospectus relating to the offer is in a form which is reasonably tamper-resistant.
- The typeface, format and contents of the electronic form prospectus should be identical to those of the printed form prospectus.
- Each of the electronic form prospectus and the printed form prospectus should contain a clear and legible statement containing the specified contents.
Electronic form prospectus accessible from designated websites
- The electronic form prospectus is readily accessible by the public from the company's designated website and/or the SEHK 's designated website (as the case may be) as stipulated.
- The electronic form prospectus that is on the company’s designated website is directly linked from the homepage or another webpage directly linked from the homepage.
- The relevant webpage (other than the homepage) within the company’s designated website should not contain any promotional information about the offeror or the offer.
- When the electronic form prospectus is accessed from the company’s designated website, a notice is to be displayed stating that the securities are being offered solely on the basis of the information provided in the prospectus.
Copies of the MMO Consultation Conclusions can be downloaded via the link below: http://www.sfc.hk/sfc/doc/EN/speeches/public/consult/conclusions_mmo_eng.pdf