SFC cold-shoulders Lisa Ngai Lai Ha, CEO of IHR (1373) for 18 months for breaching Takeovers Code
She has reached a settlement which avoids a public disciplinary hearing against her, which the SFC launched on 16-Sep-2020.
SFC publicly censures Ngai Lai Ha and imposes a cold-shoulder order for breach of the Takeovers Code
Issue date: 2020-11-02 18:59:23
The Securities and Futures Commission (SFC) has publicly censured and imposed an 18-month cold-shoulder order (Note 1) against Ms Ngai Lai Ha for breaching the mandatory general offer obligation of the Takeovers Code (Note 2).
Ngai was the chairperson and executive director of International Housewares Retail Company Limited when the breaches took place. On 6 March 2019, Ngai purchased 170,000 of the company’s shares at $2.01 per share. As a result, the shareholding of Ngai and her concert parties (Concert Group) in the company reached 50.50%, representing an increase of more than 2% from the Concert Group’s lowest collective percentage interest of 48.48% in the preceding 12 months.
Subsequently, Ngai made 12 additional dealings in the company’s shares during the period from March to May 2019, crossing the 2% creeper each time.
Ngai submitted to the Executive (Note 3) that she misunderstood the operation of the 2% creeper provisions under Note 17 to Rule 26.1 of the Takeovers Code which resulted in the breaches. She accepted that she has breached the Takeovers Code and deprived the company’s shareholders of the right to receive a general offer for their shares. Ngai agreed to the current disciplinary action against her.
Parties who wish to take advantage of the securities markets in Hong Kong should conduct themselves in accordance with the Takeovers Code in matters relating to takeovers, mergers and share buy-backs. Although the breach was caused by Ngai’s misunderstanding of Note 17, her conduct merits the current disciplinary action.
The Executive Statement can be found in the “Regulatory functions – Corporates – Takeovers and mergers – Decisions and statements – Executive decisions and statements” section of the SFC website.
- Ngai will be denied direct or indirect access to the Hong Kong securities market for a period of 18 months commencing on 2 November 2020 to 1 May 2022.
- The Code on Takeovers and Mergers.
- The Executive Director of the SFC’s Corporate Finance Division or his delegate.
News captured as of:2020-11-02 18:59:24