HONG KONG: SFC criticises Penta Investment Advisers Limited for Hong Kong takeover disclosure failings under Takeovers Code

Tuesday March 13 2012

The Takeovers Executive of the Securities and Futures Commission has publicly criticised Penta Investment Advisers Limited for breaching Rule 22 of the Hong Kong takeover disclosure failings under Takeovers Code as a result of its late disclosure of dealings in the relevant securities of Allied Properties Limited and Tian An China Investments Company Limited between 15 September 2011 and 30 September 2011.

At all relevant times, Penta, on behalf of various funds and investors, held over 5% of the issued share capital of APL and Tian An respectively and fell within the definition of “associate” under the Takeovers Code during the relevant period.

Between 15 September 2011 and 30 September 2011, Penta executed 14 orders in the relevant securities of Tian An on seven days (through 113 on-market executions), and 23 orders in the relevant securities of APL on 10 days (through 559 on-market executions). The Dealings changed Penta`s deemed net shareholding in Tian An from 28.14% to 28.15%, and in APL from 7.51% to 8.04%. Despite the provisions of Rule 22 of the Takeovers Code and the reminder set out in the Rule 3.5 Announcement, Penta did not file disclosures with the Executive in respect of the Dealings in accordance with Rule 22.

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