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Mr Lam buys shares that take his holding in Victoria Peak Holdings Ltd, a Hong Kong listed company, from 26% to 32% of the voting rights. No waiver is granted. What follows under the Takeovers Code?
Rule 26.1(a) of the Takeovers Code requires a person who acquires 30% or more of the voting rights of a company to make a general offer, unless the Executive grants a waiver. Crossing from 26% to 32% triggers it. The 2% creeper in Rule 26.1(c) applies to someone already holding 30% to 50% who buys more; it does not excuse crossing 30%. There is no 50% trigger. Under Rule 2.1 the offeree board must set up an independent committee and retain a competent independent financial adviser, approved by that committee, to advise whether the offer is fair and reasonable. The offeror's own broker is not independent. Source: Codes on Takeovers and Mergers and Share Buy-backs, Rule 2.1, Rule 26.1 (as at October 2026).
Applying the 2% creeper to someone crossing 30%. Crossing the threshold itself triggers the mandatory offer.
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