Form 8 (OPD) Hong Kong Exchanges and Clearing Ltd

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:	HONG KONG EXCHANGES AND CLEARING LIMITED ("HKEX")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	HONG KONG EXCHANGES AND CLEARING LIMITED
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	23 SEPTEMBER 2019
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES - LONDON STOCK EXCHANGE GROUP PLC

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:	Shares of no par value
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a) HKEX shares held by directors of HKEX or their close relatives or related trusts   Director Number of Shares Percentage of total issued share capital Charles Li Xiaojia 692,492 0.06 Stephen Yiu Kin Wah* 2,000 0.00   *Shares held by Brenda Yiu Chan Shuk Yee, Stephen Yiu Kin Wah's spouse.   (b) Interests in HKEX shares held by directors under HKEX's Employees' Share Award Scheme**:   Director Number of Shares Award Date Vesting Date Charles Li Xiaojia 33,645 30.12.2016 09.12.2019 Charles Li Xiaojia 71,749 30.12.2016   Date of approval by the Board in 2019/20 for the vesting of the awarded shares*** Charles Li Xiaojia 30,607 29.12.2017 09.12.2019 Charles Li Xiaojia 30,610 29.12.2017 08.12.2020 Charles Li Xiaojia 64,617 29.12.2017 Date of approval by the Board in 2020/21 for the vesting of the awarded shares***  Charles Li Xiaojia 31,142 31.12.2018 07.12.2020 Charles Li Xiaojia 31,142 31.12.2018 07.12.2021 Charles Li Xiaojia 62,284 31.12.2018 Date of approval by the Board in 2021/22 for the vesting of the awarded shares***   ** Shares are held by HKSCC Nominees Limited as nominee. Number of shares includes shares held by HKSCC Nominees Limited pursuant to scrip dividend elections by the trustee. *** The actual number of shares to be vested is subject to performance conditions. (c) Interests in HKEX shares held by connected advisers   Name Interests Short positions Number % Number % HSBC Jintrust Fund Management Company Limited 227,128 0.0181 Nil 0 HSBC Broking Securities (Asia) Limited   198 0.0000 Nil 0 HSBC Trustee (Hong Kong) Limited   21,625 0.0017 Nil 0 Hang Seng Insurance Company Limited   477,210 0.0379 Nil 0 Hang Seng Bank (Trustee) Limited 15,841 0.0013 Nil 0

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

 

 

Date of disclosure:	25 September 2019
Contact name:	Joseph Mau
Telephone number:	+852 2840 3368

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.