COSMOS MACHINERY ENTERPRISES LIMITED 大同機械企業有限公司
Chong Hing Bank Ltd: privatisation by scheme of arrangement sanctioned
HK Court of First Instance, 18-Oct-2021
Citing a "lack of a meaningful response from the SFC", Justice Linda Chan appointed Winston Poon SC and Eva Sit SC as amici curiae (friends of the court) to opine on the meaning of Rule 2.10 of the Takeovers Code. In her judgment, this rule prohibits concert parties from voting at the court meeting, rather than simply requiring that their votes shall not be counted for the purposes of Rule 2.10. This is a different view that taken by Justice Jonathan Harris in the case of Cosmos Machinery Enterprises Ltd, but she regards his view as obiter (non-binding).
HK Court of First Instance, 18-Oct-2021
Citing a "lack of a meaningful response from the SFC", Justice Linda Chan appointed Winston Poon SC and Eva Sit SC as amici curiae (friends of the court) to opine on the meaning of Rule 2.10 of the Takeovers Code. In her judgment, this rule prohibits concert parties from voting at the court meeting, rather than simply requiring that their votes shall not be counted for the purposes of Rule 2.10. This is a different view that taken by Justice Jonathan Harris in the case of Cosmos Machinery Enterprises Ltd, but she regards his view as obiter (non-binding).
Cosmos Machinery Enterprises Ltd: privatisation by scheme of arrangement
HK Court of First Instance, 19-Jul-2021
The scheme was not approved by shareholders, but Justice Jonathan Harris addresses the issue of whether concert parties should be allowed to vote at the court meeting, with their votes being disregarded for the purpose of Takeovers Code Rule 2.10. He concludes that they should: "the Non-Prohibition View is the correct position… Had the necessary majority been obtained, the offeror concert parities shareholders’ votes would not have been counted for the purposes of determining whether or not Rule 2.10 had been satisfied."
HK Court of First Instance, 19-Jul-2021
The scheme was not approved by shareholders, but Justice Jonathan Harris addresses the issue of whether concert parties should be allowed to vote at the court meeting, with their votes being disregarded for the purpose of Takeovers Code Rule 2.10. He concludes that they should: "the Non-Prohibition View is the correct position… Had the necessary majority been obtained, the offeror concert parities shareholders’ votes would not have been counted for the purposes of determining whether or not Rule 2.10 had been satisfied."
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