Rule Numbers (Main Board) - Chapter 14
General
- On-market share repurchase - whether notifiable transaction [LD29-1] [September 2001]
- Share options to director - whether fell within Chapter 14 or Chapter 17 [LD29-3] [September 2001]
Rule 14.03(2)(a)(ii)
- Whether mere relationship rendered Mr. X a connected person [LD14-1] [June 2000]
- Connected transaction - whether the word "cohabiting" in Rule 14.03(2)(a)(ii) qualifies all the categories of relative mentioned in that Rule [LD24-2] [April 2001]
Rule 14.04
- Formation of a joint venture - determining the size of a transaction for the purpose of Chapter 14 [LD2-1] [June 1999]
- Whether the proceeds from top-up placing, which had not yet been completed, should be included in net tangible assets for purpose of ? tests”[LD18-3] [October 2000]
Rule 14.04(1)(a)
- Whether the appointment of and the grant of a mandate to external professional fund manager to manage and invest the Group's surplus cash reserves under the terms of a fund management agreement and the transactions contemplated under such agreement constituted notifiable transactions [LD53 - 2] [April 2006]
Rule 14.04(1)(g)
Rule 14.04(5)
- Notifiable transaction - aggregation [LD27-3] [July 2001]
Rule 14.04(8)
- Whether the unique nature of Company A's industry should entitle it to a relaxation of the assets test [LD6-2] [October 1999]
Rule 14.06
- Reverse takeover- change in control [LD2-2] [June 1999]
- Change in control as a result of an acquisition does not necessarily render the transaction a very substantial acquisition [LD6-1] [ October 1999]
Rule 14.07(3)
- A very substantial acquisition resulting in the Exchange treating it as a new listing application [LD4-3] [August 1999]
Rule 14.09
- Disposal of Company A's entire interest in Company B - discretion to disregard profits under Rule 14.09 [LD7-1] [November 1999]
- Calculation of "4tests" on disposal where company had negative net tangible asset value and incurred net losses [LD14-2] [June 2000]
Rule 14.10
- Major transaction - whether two shareholders of Company A, who had been partners in a project, could be viewed as a “closely allied group of shareholders?for the purpose of providing a written certificate in lieu of a resolution passed at a shareholders?meeting [LD8-3] [December 1999]
- Determination of "closely allied group of shareholders" LD22-3] [February 2001]
- Major transaction - call option - whether granting had to be made conditional on shareholders' approval [LD27-2] [July 2001]
Rule 14.20
- Whether the Exchange would disregard the calculation of consideration ratio in respect of the Capital Contribution as requested by the Parent and accept the alternative size test submitted by the Parent under Main Board Listing Rule 14.20 [LD62-1] [November 2008]
- Whether the Exchange would disregard the calculation of percentage ratios in respect of the Transaction upon Company A's request and accept the alternative size tests submitted by Company A under Main Board Listing Rule 14.20 [LD62-2] [November 2008]
- Whether the Exchange would disregard the calculation of percentage ratios in respect of the Disposal and the Provision of Services and accept the alternative size tests submitted by Company A under Main Board Listing Rule 14.20 [LD62-3] [November 2008]
- Whether the Exchange would disregard the calculation of revenue ratio in respect of the proposed Transaction as requested by Company A and accept the alternative size tests submitted by Company A under Main Board Listing Rule 14.20 [LD62-4] [November 2008]
Rule 14.22
- Whether Company A would be required to aggregate the Acquisitions and to treat them as if they were one transaction under Main Board Listing Rule 14.22 [LD64-1] [November 2008]
- Whether Company X would be required to aggregate the First and Second Acquisitions and treat them as if they were one Transaction under Main Board Listing Rule 14.22 [LD64-2] [November 2008]
Rule 14.23
Rule 14.23(1)
- Connected transactions - acceptability of written shareholders' certificate in lieu of shareholders' meeting [LD7-2] [November 1999]
Rule 14.24(1)
- Whether a consultancy agreement qualified for the exemption provided by Rule 14.24(1) for consumer good and services [LD17-1] [September 2000]
Rule 14.24(5)
- Connected transaction ?financial assistance not in the ordinary and usual course of business - vwhether de minimis [LD24-3] [April 2001]
Rule 14.24(6)(a)
- 14 day period for a "top up" placing [LD1-1] [May1999]
Rule 14.24(6)(b)
- Connected person undertaking to apply for excess rights issue-whether exemption for receipt of pro rata entitlement of securities applicable [LD16-3] [May 1999]
Rule 14.25
- Effect of variation of terms of connected transactions on connected transaction waivers [LD2-3] [June 1999]
- No legally binding agreement entered into for on-going connected transactions prior to change to Takeovers Code - whether waiver should be granted [LD30-2] [ May 2002]
Rule 14.25(1)
- Disposal of Company's entire interest in Company B - determining whether transaction fell within de minimis provisions [LD7-1] [November 1999]
- Connected transactions waiver cap exceeded [LD15-1] [July 2000]
- De minimis continuing connected transaction - whether announcement required each year [LD25-1] [May 2001]
- Whether standard 3-year waiver for on-going connected transaction would cover current financial year [LD33-2] [February 2003]
Rule14.25(2)(a)
- Financial assistance to non wholly owned subsidiary - Mr. X a substantial shareholder and director of the subsidiary - whether exempted connected transaction under Rule 14.25(2)(a) [LD29-2] [September 2001]
Rule14.25(2)(b)
- Connected transaction - proportionate financial assistance to a company in which the listed issuer (or any of its subsidiaries) and a connected person are both shareholders - meaning of "proportionate" here interest indirectly held [LD24-1] [April 2001]
Rule 14.26
- The basis upon which a cap may be set in relation to waivers granted to Company A for on-going connected transactions [LD3-3] [July 1999]
- Transactions became on-going connected transactions following acquisition, but independent shareholders' approval not obtained [LD17-3] [September 2000]
- No legally binding agreement entered into for on-going connected transactions prior to change to Takeovers Code - whether waiver should be granted [LD30-2] [27 May 2002]
Rule 14.26(3)
- Connected transaction - issue of shares in Company B to connected persons - whether written shareholders' approval acceptable [LD19-3] [November 2000]
Rule 14.30(7)
- Whether independent expert's opinion in connected transaction could be waived [LD21-1] [January 2001]
Rule 14.35
- Insufficient public float [LD31-1] [July 2002]
Rule 14.49
- Whether Company A should be granted a waiver from strict compliance with Listing Rule 14.49 which requires that a very substantial acquisition must be made conditional on approval by shareholders in general meeting [LD49 - 3] [March 2006]
Regulatory Framework and Rules