Speaker(s)

• Mr Brian Wong, Partner, Baker McKenzie
• Mr Kevin Chan, Senior Director, Jones Lang LaSalle Corporate Appraisal and Advisory Limited
• Mr Bryan Ko, Head of Asia, Georgeson (Panellist)
• Ms Michelle Ho FCG HKFCG(PE), Managing Director, Governance Services, Computershare Asia (Chair)

Description

Under the current regulations outlined in the Listing Rules of HKEx, issuers are required to disclose the basis for determining the consideration and the terms of an acquisition or disposal that qualifies as a notifiable transaction. If the consideration (or other material terms) of the transaction is primarily determined based on an independent business valuation of the target company, the transaction circular must include a valuation report of the target or a summary of the valuer's perspectives and analysis, along with all material factors contained in the valuation report.   

Following an assessment of issuers' transaction circulars, HKEx identified certain overly general and simplistic disclosures in respect of some transactions. In October 2023, HKEx issued a guidance letter highlighting these deficiencies and emphasising the necessity for issuers to provide a thorough explanation of how the consideration for a transaction was determined. The guidance stresses the need for sufficient and objective information in the transaction announcement, supported by quantitative inputs and analysis to substantiate the basis for the consideration.   

In this seminar, two seasoned speakers from legal and valuation aspects will give an overview of issuers’ and directors’ duties relating to business valuations in the context of notifiable transactions, discuss the key elements of the guidance letter and its potential implications for disclosure, and explain by case sharing how issuers can comply with the new requirements.

Additionally, a panel discussion, including experts from proxy solicitation and company secretarial aspects, will examine whether the new requirements on valuation are sufficient for the assessment by shareholders, and explore possible ways to enhance the chance of obtaining (independent) shareholders’ approval on acquisition or disposal transactions.

(Recorded in March 2024)

Level: Intermediate

Bios of Speakers, Panellist and Chair:
Mr Brian Wong
Mr Kevin Chan
Mr Bryan Ko
Ms Michelle Ho