Chow Group Limited


Transaction Type: Company meeting (Acquisition)

Acquirer: John Chow, Michael Chow

Independent Adviser(s): Simmons Corporate Finance (Rule 18)

Date of meeting: 30/08/2016

Exemption: Chow Group Limited - Exemption Notice 2016


On 26 February 2016, John and Michael Chow (the Chows) released a notice of dominant ownership stating that they held or controlled 94.928% of the shares in Chow Group Limited (CGL).

On 4 and 8 March 2016, the Chows completed a number of off-market disposals of shares in CGL to various persons (the acquirers), reducing the Chows’ voting control in CGL to 88.614%. Subsequently, the Chows became aware that some or all of the acquirers may have been associates of either the Chows and/or each other for the purposes of the Code. Because the Chows controlled more than 20% of the voting rights in CGL at the time of the transactions, the acquisition of voting rights by the acquirers may have breached rule 6(1) of the Code. Consequently, the Chows decided to seek retrospective shareholder approval for the transactions.

On 8 August 2016, the Panel granted an exemption to the acquirers from rule 6(1) of the Code, on the condition that retrospective shareholder approval was granted for the transactions.

On 30 August 2016, CGL shareholders approved the acquisitions at an annual meeting of shareholders.

Simmons Corporate Finance prepared an independent adviser’s report on the merits of the acquisitions.