Topic 3: Takeover Structures
Exam Preparation Course for HKSI Licensing Paper 17
What you'll learn
- Identify the main takeover structures used to obtain or consolidate corporate control
- Distinguish between the regulatory and procedural requirements of general offers and schemes of arrangement
- Analyze concert party relationships and the impact of aggregated voting rights on mandatory offer obligations
- Apply trigger and creeper thresholds to determine when a mandatory offer obligation arises
- Explain the role of the offer period and the associated disclosure and conduct obligations
- Evaluate the conditions, consideration requirements, and flexibility permitted within voluntary general offers
- Understand the process for privatizations, delisting, and compulsory acquisition under the Takeovers Code
About this course
This CPT course provides a technical examination of takeover structures within the Hong Kong financial landscape, specifically addressing the requirements set forth by the Codes on Takeovers and Mergers and Share Repurchases. Understanding these frameworks is essential for SFC-licensed professionals, as the mechanics of acquiring or consolidating corporate control are governed by stringent regulatory standards designed to maintain market integrity and protect minority shareholders. Proficiency in these structures is critical for individuals involved in corporate finance, advisory, and asset management to ensure compliance with the SFC’s regulatory expectations.
Who should attend
- Licensed Representatives and Responsible Officers
- Corporate Finance Advisors
- Compliance and Risk Management Professionals
- Investment Bankers and M&A Consultants
- Legal Counsel specializing in Hong Kong securities law
- Asset Managers and Institutional Investors
Key topics covered
Foundational Takeover Structures
- Distinction between general offers and schemes of arrangement
- Mechanisms of voluntary versus mandatory general offers
- Processes for privatization and compulsory acquisition
- Corporate governance requirements during offeree restructuring
Mandatory Obligations and Control
- Analysis of trigger and creeper thresholds for voting rights
- Identification of parties acting in concert and evidentiary requirements
- Regulatory implications of consortium offers
- Waivers, dispensations, and the mechanics of whitewash transactions
Regulatory Timelines and Conduct
- Commencement and management of the offer period
- Disclosure obligations for offerors and offeree companies
- Strategic considerations for voluntary offer conditions
- Managing competing offers and timetable variations
How this course satisfies CPT
This course covers HKSI Licensing, Corporate Finance topics recognised by the SFC as eligible for CPT. Upon completion, you'll earn approximately 0.75 CPT hours and receive a certificate of completion for your training records. The course includes quizzes to verify your understanding, satisfying the SFC's requirement that online learning includes an independent assessment and maintains a reliable audit trail.
Learn more about CPT requirementsCurriculum · 30 lessons
- 1.
Takeover Structures and Regulatory Frameworks in Hong Kong
FREE2:04.1 - 2.
Key Regulatory Requirements for Hong Kong Takeover Transactions
FREE2:04.0 - 3.
Learning Outcomes for Takeover Code and Transaction Structures
FREE2:10.1 - 4.
Regulatory Compliance and Commercial Flexibility in Takeovers
1:59.0 - 5.
Distinguishing General Offers and Schemes of Arrangement
1:50.8 - 6.
Managing the Offer Period and Regulatory Disclosure Obligations
1:58.3 - 7.
Core Principles of Acting in Concert in Takeover Transactions
1:58.5 - 8.
Presumptions and Evidentiary Requirements for Concert Party Analysis
2:04.6 - 9.
Practical Scenarios and Consortiums in Concert Party Analysis
2:03.4 - 10.
General Offers and Mandatory Acceptance Threshold Requirements
2:00.5 - 11.
Offer Structures Including Comparable and Partial Offer Rules
1:51.9 - 12.
Consideration Requirements and Voluntary General Offer Flexibility
1:50.3 - 13.
Structuring Voluntary Offer Conditions and Disclosure Obligations
2:04.3 - 14.
Transitioning from Voluntary to Mandatory General Offer Obligations
1:55.4 - 15.
Trigger and Creeper Thresholds for Mandatory General Offers
1:52.0 - 16.
Analyzing Mandatory Offer Obligations and Voting Thresholds
1:55.1 - 17.
Creeper Threshold Dynamics and Rolling Twelve-Month Calculations
1:51.7 - 18.
Terms and Conditions of Mandatory General Offers
1:59.3 - 19.
Waivers and Dispensations from Mandatory Offer Obligations
2:01.7 - 20.
Whitewash Waivers and Independent Shareholder Approval Procedures
2:01.9 - 21.
Procedures and Corporate Governance for Schemes of Arrangement
1:56.3 - 22.
Voting Thresholds and Shareholder Protection in Schemes
1:55.3 - 23.
Privatization Strategies and Compulsory Acquisition Mechanisms
2:00.2 - 24.
Comparative Analysis of General Offers and Schemes of Arrangement
1:49.7 - 25.
Establishing the Offer Timetable and Information Disclosure
1:53.6 - 26.
Key Milestones and Deadlines in the Offer Timetable
1:55.2 - 27.
Withdrawal Rights, Settlement, and Finalization of Offers
2:03.8 - 28.
Managing Timetable Variations and Competing Offer Scenarios
2:00.9 - 29.
Strategic Comparison of Voluntary, Mandatory, and Scheme Structures
2:02.3 - 30.
Summary of Takeover Structures, Obligations, and Compliance Deadlines
2:11.6
Requirements
- Fundamental knowledge of corporate finance or business law principles
- Familiarity with general equity market operations in Hong Kong
- Professional interest in mergers, acquisitions, or corporate regulatory compliance
Certificate of Completion
Complete this course to earn a verifiable Certificate of Completion for your CPT training record. Here's how:
- 1Watch all the lessons — work through every lesson in the curriculum. Each completed lesson brings your progress closer to 100%.
- 2Pass all the quizzes — score 70% or higher in each quiz within the course. Quizzes are part of the curriculum and must be passed to finish.
- 3Download your certificate — once you reach 100% progress, download a personalised Certificate of Completion showing your name, the CPT hours earned, and your quiz score.
Sample certificate:
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