BorocayThe TO Code is VERY rigid and allows NO wriggle room for...

Borocay

The TO Code is VERY rigid and allows NO wriggle room for parties to manipulate the market OR accummulate shares at less than the Offer Price.

DB is a Principal Trader that is connected to CGNPC as an adviser. Therefore DB must apply to the TO Panel to enable other clients (unrelated to CGNPC) to trade in KAH shares.

The effect of achieving exempt principal trader status is the requirement to comply with Rule 8.5 and 38.

8.5 DISCLOSURE BY EXEMPT PRINCIPAL TRADERS
An exempt principal trader connected with a party to the offer must make a public Dealing Disclosure if it deals in any relevant securities of any party to the offer (other than a cash offeror) during an offer period, stating the following details:
ii) if the exempt principal trader has recognised intermediary status and is dealing in a client-serving capacity, the details required under Note 5(b) on Rule 8.

NOTES ON RULE 8
5(b) Details to be included in the disclosure
A Dealing Disclosure by an exempt principal trader with recognised intermediary status dealing in a client-serving capacity must include:
(i) the identity of the person disclosing;
(ii) the identity of the party to the offer with which the person disclosing is connected;
(iii) total acquisitions and disposals;
(iv) the highest and lowest prices paid and received; and
(v) the date of the dealing.

38.1 PROHIBITED DEALINGS
An exempt principal trader connected with an offeror or the offeree company must not carry out any dealings with the purpose of assisting the offeror or the offeree company, as the case may be.

NOTE ON RULE 38.1
Suspension of exempt status
Any dealings by an exempt principal trader connected with an offeror or the offeree company with the purpose of assisting an offeror or the offeree company, as the case may be, will constitute a serious breach of the Code. Accordingly, if the Panel determines that a principal trader has carried out such dealings, it will be prepared to rule that the principal trader should cease to enjoy exempt status for such period of time as the Panel may consider appropriate in the circumstances.