1964_SECURITIES_(DISCLOSURE_OF_INTERESTS)_ORDINANCE — Page 12

HK Historical Laws 香港歷史法例 All AI Reviewed

1988 Ed.]

Securities (Disclosure of Interests)

[CAP. 396

(b) any change in the persons who are for the time being parties to it; and

so long as the agreement continues to include provisions of any description mentioned in subsection (1)(a).

(5) References in subsection (4) to the agreement include any agreement having effect (whether directly or indirectly) in substitution for the original agreement.

(6) This section does not apply to an agreement which is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it; nor does the section apply to an agreement to underwrite or sub-underwrite any offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it.

[cf. U.K. 1985 c. 6, s. 204]

Duty of disclosure arising under section 9

10. (1) In the case of an agreement to which section 9 applies, each party to the agreement is taken (for purposes of the duty of disclosure) to be interested in all shares in the target company in which any other party to it is interested apart from the agreement (whether or not the interest of the other party in question was acquired, or includes any interest which was acquired, in pursuance of the agreement).

(2) For the purposes referred to in subsection (1), and also for those of section 11, an interest of a party to such an agreement in shares in the target company is an interest apart from the agreement if he is interested in those shares otherwise than by virtue of the application of section 9 and this section in relation to the agreement.

(3) Accordingly, any such interest of the party to the agreement (apart from the agreement) includes for the purposes referred to in subsection (1) any interest which he is taken to have under section 8 or by the application of section 9 and this section in relation to any other agreement with respect to shares in the target company to which he is a party.

(4) A notification with respect to his interest in shares in the target company made to that company under this Part by a person who is for the time being a party to an agreement to which section 9 applies shall-

(a) state that the person making the notification is a party to such an

agreement;

(b) include the names and (so far as known to him) the addresses of the

other parties to the agreement, identifying them as such; and

(c) state whether or not any of the shares to which the notification relates are shares in which he is interested by virtue of section 9 and this section and, if so, the number of those shares.

(5) Where a person makes a notification to a listed company under this Part in consequence of ceasing to be interested in any shares of that company by virtue of the fact that he or any other person has ceased to be a party to an agreement to which section 9 applies, the notification shall include a statement that he or that other person has ceased to be a party to the agreement (as the case may require) and also (in the latter case) the name and (if known to him) the address of that other.

[cf. U.K. 1985 c. 6, s. 205]

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1988 Ed.] Securities (Disclosure of Interests) [CAP. 396 11 (b) any change in the persons who are for the time being parties to it; and (c) any variation of the agreement, so long as the agreement continues to include provisions of any description mentioned in subsection (1)(a). (5) References in subsection (4) to the agreement include any agreement having effect (whether directly or indirectly) in substitution for the original agreement. (6) This section does not apply to an agreement which is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it; nor does the section apply to an agreement to underwrite or sub-underwrite any offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it. [cf. U.K. 1985 c. 6, s. 204] Duty of disclosure arising under section 9 10. (1) In the case of an agreement to which section 9 applies, each party to the agreement is taken (for purposes of the duty of disclosure) to be interested in all shares in the target company in which any other party to it is interested apart from the agreement (whether or not the interest of the other party in question was acquired, or includes any interest which was acquired, in pursuance of the agreement). (2) For the purposes referred to in subsection (1), and also for those of section 11, an interest of a party to such an agreement in shares in the target company is an interest apart from the agreement if he is interested in those shares otherwise than by virtue of the application of section 9 and this section in relation to the agreement. (3) Accordingly, any such interest of the party to the agreement (apart from the agreement) includes for the purposes referred to in subsection (1) any interest which he is taken to have under section 8 or by the application of section 9 and this section in relation to any other agreement with respect to shares in the target company to which he is a party. (4) A notification with respect to his interest in shares in the target company made to that company under this Part by a person who is for the time being a party to an agreement to which section 9 applies shall- (a) state that the person making the notification is a party to such an agreement; (b) include the names and (so far as known to him) the addresses of the other parties to the agreement, identifying them as such; and (c) state whether or not any of the shares to which the notification relates are shares in which he is interested by virtue of section 9 and this section and, if so, the number of those shares. (5) Where a person makes a notification to a listed company under this Part in consequence of ceasing to be interested in any shares of that company by virtue of the fact that he or any other person has ceased to be a party to an agreement to which section 9 applies, the notification shall include a statement that he or that other person has ceased to be a party to the agreement (as the case may require) and also (in the latter case) the name and (if known to him) the address of that other. [cf. U.K. 1985 c. 6, s. 205]

Baseline (Original)

1988 Ed.] Securities (Disclosure of Interests) [CAP. 396 11 (b) any change in the persons who are for the time being parties to it; and (c) any variation of the agreement, so long as the agreement continues to include provisions of any description mentioned in subsection (1)(a). (5) References in subsection (4) to the agreement include any agreement having effect (whether directly or indirectly) in substitution for the original agreement. (6) This section does not apply to an agreement which is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it; nor does the section apply to an agreement to underwrite or sub-underwrite any offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it. [cf. U.K. 1985 c. 6, s. 204] Duty of disclosure arising under section 9 10. (1) In the case of an agreement to which section 9 applies, each party to the agreement is taken (for purposes of the duty of disclosure) to be interested in all shares in the target company in which any other party to it is interested apart from the agreement (whether or not the interest of the other party in question was acquired, or includes any interest which was acquired, in pur- suance of the agreement). (2) For the purposes referred to in subsection (1), and also for those of section 11, an interest of a party to such an agreement in shares in the target company is an interest apart from the agreement if he is interested in those shares otherwise than by virtue of the application of section 9 and this section in relation to the agreement. (3) Accordingly, any such interest of the party to the agreement (apart from the agreement) includes for the purposes referred to in subsection (1) any interest which he is taken to have under section 8 or by the application of section 9 and this section in relation to any other agreement with respect to shares in the target company to which he is a party. (4) A notification with respect to his interest in shares in the target company made to that company under this Part by a person who is for the time being a party to an agreement to which section 9 applies shall- (a) state that the person making the notification is a party to such an agreement; (b) include the names and (so far as known to him) the addresses of the other parties to the agreement, identifying them as such; and (c) state whether or not any of the shares to which the notification relates are shares in which he is interested by virtue of section 9 and this section and, if so, the number of those shares. (5) Where a person makes a notification to a listed company under this Part in consequence of ceasing to be interested in any shares of that company by virtue of the fact that he or any other person has ceased to be a party to an agreement to which section 9 applies, the notification shall include a statement that he or that other person has ceased to be a party to the agreement (as the case may require) and also (in the latter case) the name and (if known to him) the address of that other. [cf. U.K. 1985 c. 6, s. 205]

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