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[接上页] (a) in the case of an offer document- (i) subject to subparagraph (ii), to the value of the offer contained in the offer document; or (ii) where the offer document contains alternative offers to the same offeree company, or contains 2 or more offers of different values to different offeree companies, to the value of the offer contained in the offer document which has the lower or lowest value;(b) in the case of an off-market share repurchase circular, to the value of the off-market share repurchase contained in the off-market share repurchase circular; or (c) in the case of a whitewash document, to the value of the whitewashed offer.(3) Where any offer contained in a draft offer document previously submitted to the Executive for comment is replaced by a revised offer, and a revised offer document is submitted to the Executive in connection with the revised offer, there shall be payable to the Commission a fee the amount of which shall be the difference between- (a) the fee previously paid under subsection (1) on the submission of the draft offer document; and (b) the fee which would have been payable under subsection (1) had the revised offer been contained in such draft offer document.(4) For the purposes of this section- (a) the value of any offer contained in an offer document or the value of an off-market share repurchase contained in an off-market share repurchase circular shall be- (i) where the relevant shares are under the offer or the off-market share repurchase (as the case may be) to be acquired for cash, the total amount of such cash; (ii) where the relevant shares are under the offer or the off-market share repurchase (as the case may be) to be acquired in exchange for securities, the total value of such securities on the date of announcement of a firm intention to make the offer or the off-market share repurchase (as the case may be) in accordance with the Codes; or (iii) where the relevant shares are under the offer or the off-market share repurchase (as the case may be) to be acquired partly for cash and partly in exchange for securities, the aggregate of the total amount of such cash and the total value of such securities on the date of announcement of a firm intention to make the offer or the off-market share repurchase (as the case may be) in accordance with the Codes; and(b) the value of a whitewashed offer in the case of a whitewash document shall be- (i) where the relevant shares would under such whitewashed offer be acquired for cash, the total amount of such cash; (ii) where the relevant shares would under such whitewashed offer be acquired in exchange for securities, the total value of such securities on the date of announcement of a firm intention to enter into the transaction which would require such whitewashed offer to be made in the absence of a waiver under Note 1 on dispensations from Rule 26 of the Takeovers Code; or (iii) where the relevant shares would under such whitewashed offer be acquired partly for cash and partly in exchange for securities, the aggregate of the total amount of such cash and the total value of such securities on the date of announcement of a firm intention to enter into the transaction which would require such whitewashed offer to be made in the absence of a waiver under Note 1 on dispensations from Rule 26 of the Takeovers Code,and where the application of this subsection may, in the case of any offer contained in an offer document or any whitewashed offer in the case of a whitewash document, result in 2 or more variable values, only the lower or lowest value shall be taken into account. (5) The payment of a fee payable under this section shall be accompanied by a statement showing the value of the offer, off-market share repurchase or whitewashed offer concerned and the manner in which the fee is determined having regard to subsection (4). (6) Where a first draft of an offer document, a first draft of an off-market share repurchase circular and a first draft of a whitewash document, or any combination of them, are combined in a draft when submitted to the Executive for comment- (a) the fee payable under subsection (1) shall be the aggregate of the respective fees payable under that subsection in respect of each such first draft as if each such first draft had not been so combined in the draft, and the provisions of this section shall apply accordingly; and (b) without prejudice to paragraph (a), subsection (3) shall apply as if- (i) the reference to a draft offer document in subsection (3) included a reference to the draft in which each such first draft is so combined; and (ii) the reference to a revised offer document included a reference to that draft as revised to include the revised offer. Cap 571AF s 6 Fees for applications to Takeovers Panel or Takeovers Appeal Committee Where, pursuant to the Codes, a person other than the Executive applies to the Takeovers Panel for a review of any ruling of the Executive, or applies to the Takeovers Appeal Committee for a review of the appropriateness of any sanction imposed by the Takeovers Panel pursuant to the Codes- |