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Tender Offer Memorandum

Tender Offer Memorandum Template for Hong Kong

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Key Requirements PROMPT example:

Tender Offer Memorandum

"I need a Tender Offer Memorandum for a Hong Kong-listed technology company planning to repurchase up to 15% of its outstanding ordinary shares at a premium of 20% to market price, with the offer period running from March to May 2025."

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Document background
The Tender Offer Memorandum is a crucial document used in Hong Kong's financial markets when an entity makes a formal offer to purchase securities from existing security holders. It is required whenever a company or investor initiates a tender offer for securities, whether for share repurchases, debt securities, or other financial instruments. The document must comply with Hong Kong's regulatory framework, including requirements from the Securities and Futures Commission (SFC) and, where applicable, the Hong Kong Stock Exchange (HKEX). The memorandum contains comprehensive information about the offer terms, conditions, pricing, timeline, procedures, and risk factors, serving as both a legal document and an informational tool for investors. It plays a vital role in ensuring transparency and fair treatment of security holders while facilitating orderly market transactions.
Suggested Sections

1. Important Notices and Disclaimers: Legal disclaimers, jurisdictional restrictions, and forward-looking statements warnings

2. Summary of the Offer: Key terms and highlights of the tender offer including price, timeline, and key conditions

3. Offer Timetable: Detailed timeline of key dates including launch, expiration, settlement

4. Terms and Conditions of the Offer: Comprehensive details of the offer terms, conditions precedent, pricing, and settlement procedures

5. Purpose of the Offer: Explanation of the rationale and strategic objectives behind the tender offer

6. Source and Amount of Funds: Information about funding arrangements and proof of funds for the offer

7. Procedures for Tendering Securities: Detailed instructions for security holders on how to participate in the offer

8. Withdrawal Rights: Explanation of circumstances and procedures for withdrawing tendered securities

9. Tax Considerations: Overview of relevant tax implications for security holders

10. Dealer Manager and Tender Agent: Information about the financial and administrative parties involved

11. Contact Information: Details for obtaining additional information or assistance

Optional Sections

1. Pro Forma Financial Information: Required when the transaction would materially affect the offeror's financial position

2. Regulatory Approvals: Include when the offer is subject to specific regulatory clearances

3. Competing Offers: Required when there are other ongoing offers for the same securities

4. Special Considerations for Non-Hong Kong Security Holders: Include when the offer extends to international security holders

5. Related Party Transactions: Required when the offer involves related party considerations

6. Background of Trading Prices: Include historical trading information when relevant to the offer price justification

7. Future Plans: Include when there are specific plans for the company post-tender offer

8. Conditions to the Offer: Required when there are specific conditions that must be met beyond standard terms

Suggested Schedules

1. Form of Tender: Official form for security holders to tender their securities

2. Form of Withdrawal: Official form for withdrawing previously tendered securities

3. Financial Statements: Recent financial statements of the offeror and/or target company

4. Acceptance Procedures by Jurisdiction: Detailed procedures for different categories of security holders

5. Required Regulatory Forms: Forms required by Hong Kong regulators (e.g., SFC forms)

6. Pro Forma Financial Information: Detailed financial projections and adjustments post-transaction

7. Legal Opinions: Relevant legal opinions from counsel

8. Tax Opinion: Detailed tax analysis and opinions from tax advisors

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Condition
Accepting Security Holder
Acceptance Form
Agent Bank
Beneficial Owner
Book Entry Interest
Business Day
CCASS
Clearing Systems
Closing Date
Conditions
Dealer Manager
Early Tender Date
Eligible Securities
Expiration Date
Expiration Time
Group
HKEX
Hong Kong
Information Agent
Joint Lead Managers
Material Adverse Change
Maximum Tender Amount
Minimum Tender Amount
Offer
Offer Period
Offeror
Payment Date
Permitted Jurisdiction
Principal Paying Agent
Pro-ration Factor
Purchase Price
Record Date
Registered Holder
Regulatory Approvals
Restricted Jurisdictions
Securities
SFC
Settlement Date
Takeovers Code
Target Company
Tender Agent
Tender Instructions
Tender Offer
Tender Price
Terms and Conditions
Trading Day
Transfer Agent
Withdrawal Deadline
Withdrawal Rights
Clauses
Offer Terms
Purchase Price
Conditions Precedent
Acceptance Procedures
Settlement
Pro-ration
Withdrawal Rights
Representations and Warranties
Regulatory Compliance
Jurisdictional Restrictions
Risk Factors
Market Disclosure
Information Disclosure
Tax Considerations
Governing Law
Dispute Resolution
Notices
Amendment and Termination
Force Majeure
Confidentiality
Data Privacy
Anti-Money Laundering
Foreign Exchange
Electronic Instructions
Broker-Dealer Arrangements
Indemnification
Liability Limitations
Securities Transfer
Payment Mechanics
Communications
Document Service
Time of Essence
Severability
Relevant Industries

Financial Services

Banking

Insurance

Real Estate

Technology

Manufacturing

Retail

Healthcare

Telecommunications

Energy

Mining

Infrastructure

Consumer Goods

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Investor Relations

Treasury

Compliance

Risk Management

Board of Directors

Corporate Secretariat

Mergers & Acquisitions

Corporate Communications

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Financial Controller

Investment Director

Compliance Officer

Risk Manager

Corporate Development Manager

Investor Relations Manager

Treasury Manager

Board Director

Company Secretary

M&A Director

Securities Lawyer

Investment Banker

Corporate Finance Manager

Industries
Securities and Futures Ordinance (Cap. 571): Primary legislation governing securities markets, offering requirements, and market misconduct in Hong Kong. Particularly relevant for disclosure requirements and anti-fraud provisions.
Companies Ordinance (Cap. 622): Governs corporate matters including shareholder rights, corporate administration, and disclosure obligations for Hong Kong companies.
The Codes on Takeovers and Mergers and Share Buy-backs: Key regulations governing tender offers, especially if the offer could result in a change of control or involves share repurchases.
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited: If securities are listed, these rules govern disclosure requirements and other obligations for listed companies making or subject to tender offers.
Competition Ordinance (Cap. 619): Relevant for larger tender offers that might trigger merger control thresholds or competition concerns.
Money Lender's Ordinance (Cap. 163): May be relevant if the tender offer involves any financing arrangements or credit facilities.
Personal Data (Privacy) Ordinance (Cap. 486): Relevant for handling personal data of security holders during the tender offer process.
Contract and Rights of Third Parties Ordinance (Cap. 623): Governs contractual relationships and third-party rights that may arise in the context of the tender offer.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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