16 Sep 2020
The SFC Takeovers Executive has today commenced disciplinary proceedings before the Takeovers and Mergers Panel against Ms Ngai Lai Ha, the chairperson of International Housewares Retail Company Limited (the Company) over a breach of the Code on Takeovers and Mergers.
The SFC alleges that in a number of acquisitions of the Company’s shares Ngai acquired on each occasion more than 2% voting rights of the Company from her lowest collective percentage interest in the preceding 12 months without making a mandatory general offer under the Takeovers Code.
Ngai, Mr Lau Pak Fai Peter (Lau) and their controlled company, Hiluleka Limited (the Concert Group) have been “acting in concert” under the Takeovers Code since the incorporation of Hiluleka.
On 6 March 2019, the Concert Group’s shareholding in the Company reached 50.50% following Ngai’s purchase of 170,000 shares of the Company (Shares) at $2.01 per Share on the same date (the First Dealing). This represented an increase of more than 2% from the Concert Group’s lowest percentage interest in the Company in the preceding 12 months of 48.48%. No mandatory general offer was made as a result of the First Dealing.
Subsequent to the First Dealing, Ngai made 12 additional dealings in the Shares during the period from March to May 2019, and each of these dealings increased the collective percentage interest of the Concert Group by more than 2% from the lowest percentage interest in the respective preceding 12 months prior to the corresponding dealing. No mandatory general offer was made as a result of any of these dealings.
In summary, the Executive has identified 13 separate instances during the period from March to May 2019 where Ngai had triggered an obligation to make a mandatory general offer. Ngai has not made such an offer, and hence, she continues to breach Rule 26.1(d) of the Takeovers Code in respect of her failure upon each of the said 13 separate instances.