SFC settlement could pay Giordano shareholders up to $1.5b

On that basis, the concert group’s interest crossed 30% on 18 May 2016.

Hong Kong’s Securities and Futures Commission reached a settlement with Sino Wealth International Limited and Clear Prosper Global Limited over breaches of the Takeovers Code relating to Giordano International Limited that could result in payments of up to about $1.5b to shareholders.

The regulator stated that its Takeovers Executive found that additional shareholders were acting in concert with Chow Tai Fook Nominee Limited, meaning their aggregate holdings should have been taken into account when assessing control of Giordano.

On that basis, the concert group’s interest crossed 30% on 18 May 2016, triggering a mandatory general offer obligation at $3.60 per share under Rule 26, but no such offer was made.

The executive also considered that there was a breach of Rule 5 on 13 September 2022, when a voluntary general offer at $1.88 per share, announced in June 2022, was declared lapsed even though the only condition had been fulfilled once concert party holdings were taken into account.

Under the settlement, Sino Wealth and Clear Prosper agreed to make cash payments to independent shareholders who held Giordano shares on the relevant dates, with the final amount dependent on the number of successful claims.

The agreement took effect after conditions, including the appointment of an adjudicator, proof of funding, and announcement of a claims and verification process, were fulfilled, and the SFC said it considered public interest and past Panel decisions in resolving the matter without a disciplinary hearing.