Question
August Holdings Company Limited (the Company) is locally incorporated and whose shares are listed on the Stock Exchange of Hong Kong Limited and has 2,000
August Holdings Company Limited (the "Company") is locally incorporated and whose shares are listed on the Stock Exchange of Hong Kong Limited and has 2,000 million issued shares. Mr. Albert Lai ("Mr. Lai") is a shareholder (but not a director) of the Company.
The following is pertinent information about the Company:
- i) On 12 March 2020, Mr. Lai held 120 million shares of the Company.
- ii) On 15 May 2020, the Company made a rights issue in which shareholders were offered the right to subscribe for one new share for every two shares they held. Mr. Lai took up all rights he was entitled to.
- iii) After completion of the above event, Mr. Lai acquired a further 690 million shares from a major shareholder of the Company.
Required:
(a )Advise Mr. Lai whether he needs to make a general offer under the Codes on Takeovers and Mergers.
(Instruction: Ignore any obligation under the Disclosure of Interests section of the Securities and Futures Ordinance)
(b)What difference, if any, would there be to your answer in part (i) if he provided Fred (Mr. Lai's colleague) and Fanny (his girlfriend) with funds to acquire 5% and 6% of the shares in the Company on the Exchange on 4 July 2020 and evaluate if his case will trigger any obligation for a general offer.
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