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February
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Notifiable Transactions Listing Rules:
Chapter 14
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Katherine U Partner, Minter Ellison Lawyers
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| Date: |
11 February 2012, Saturday |
| Time: |
9:00 am to 1:20 pm
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| Level: |
Intermediate |
| Accreditations: |
| CPD Law: |
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4.0 |
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| CPT SFC: |
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4.0 |
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| CFA CE / SER*: |
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4.0 / 4.0 |
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| Fee: |
HK$ 3,200 | HK$ 2,880 - 10% off for members who register online | | HK$ 2,560 - 20% off for 3 or more delegates from the same company and register online |  | HK$ 2,880 - 10% off for 3 or more delegates from the same company who register by mail/fax/regular mail |
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| Language: |
English |
| Course
Code: |
EXC1101303 |
| Venue: |
Courses & Seminars Limited
22nd Floor,
100 Queen's Road Central,
Hong Kong
MAP |
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| Categories: |
Listed Company Compliance
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| Course Details |
The purpose of this chapter is to provide shareholders of a listed company and the general public timely disclosure of relevant information so that the public and the investors are kept fully informed of any information which is necessary for them to appraise the position of the listed group. It will also provide an opportunity for them to participate in major corporate decisions.
This course will provide an in-depth and detailed analysis of the current requirements in Chapter 14 of the Listing Rules by way of flowcharts and examples. |
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Connected Transactions Listing Rules:
Chapter 14A
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Katherine U Partner, Minter Ellison Lawyers
Yvonne Ho Managing Director, Courses & Seminars Limited
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| Date: |
18 February 2012, Saturday |
| Time: |
9:00 am to 5:30 pm
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| Level: |
Intermediate |
| Accreditations: |
| CPD Law: |
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6.0 |
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| CPT SFC: |
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6.0 |
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| CFA CE / SER*: |
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6.0 / 6.0 |
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| Fee: |
HK$ 5,000 | HK$ 4,500 - 10% off for members who register online | | HK$ 4,000 - 20% off for 3 or more delegates from the same company and register online | | HK$ 4,500 - 10% off for 3 or more delegates from the same company who register by mail/fax/regular mail |
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| Language: |
English |
| Course
Code: |
EXC1101304 |
| Venue: |
Courses & Seminars Limited
22nd Floor,
100 Queen's Road Central,
Hong Kong
MAP |
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| Categories: |
Advocacy
Corporate Governance
Listed Company Compliance
Listing Rules Related
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| Course Details |
The purpose of this chapter is to provide shareholders of a listed company and the general public timely disclosure of relevant information so that the public and the investors are kept fully informed of any information which is necessary for them to appraise the position of the listed group. It will also ensure that the interests of shareholders as a whole are taken into account by a listed company when the listed company’s group enters into transaction with connected person(s) where conflicts of interests may arise.
Chapter 14A is probably one of the most complicated chapters in the Listing Rules. This course will provide an in-depth and detailed analysis of the current requirements in Chapter 14A of the Listing Rules by way of flowcharts and examples. |
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Share Placements and Rights Issues
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Christina Lee Partner, Baker & McKenzie
Additional Speaker(s) to be Announced
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| Date: |
23 February 2012, Thursday |
| Time: |
9:30 am to 12:45 pm
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| Level: |
Standard |
| Accreditations: |
| CPD Law: |
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(To be accredited) |
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| CPT SFC: |
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3.0 |
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| CFA CE / SER*: |
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3.0 / 3.0 |
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| Fee: |
HK$ 2,200 | HK$ 1,870 - 15% off for registrants with membership status before or on 19 March 2011 | | HK$ 1,980 - 10% off for registrants with membership status after 19 March 2011 |
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| Language: |
English |
| Course
Code: |
CPD1101317 |
| Venue: |
Courses & Seminars Limited
22nd Floor,
100 Queen's Road Central,
Hong Kong
MAP |
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| Categories: |
Banking & Capital Markets
Corporate Finance & M&A
Listing Rules Related
Takeovers Code Related
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| | | | * | As a participant in the CFA Institute Approved-Provider Program Courses & Seminars has determined that this program is eligible for 3 credit hours. If you are a CFA Institute member, CE credit for your participation in this program will be automatically recorded in your CE Diary. |
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| Course Details |
Share placements and right issues are becoming increasingly popular this year for listed companies to raise funds. This course will examine these various methods for listed companies to raise funds. |
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Highlights of the course include: |
Share Placements
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Reasons and rationale for a share placement
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Pricing and valuation issues
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Placing of new shares and top-up transactions - mechanism
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Corporate Governance aspects: can placing be abusive
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Underwriting
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Listing Rule implications: use of general mandate (if available). Conditions of use
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Shareholders' approval / Takeovers Code implications with placement to connected party
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Documentation issues: underwriting agreement, placing agreement, press announcements, etc.
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Recent share placements: case studies - aspects to note
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Recent developments: Consultation Paper
Rights Issues
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Reasons and rationale for a rights issue
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Different between rights issues and open offers
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Advantages & disadvantages of rights issues
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Pricing and valuation issues
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Structural issues
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Timetable for rights issues
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Listing Rule and Takeovers Code implications: whitewash required?
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Dealing with overseas shareholders
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Sweetener - bonus issue of warrantes (listed vs. unlisted)
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Documentation issues: underwriting agreement, press announcements, circular, prospectus, PAL, excess application form, etc.
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Recent rights issues / open offers: case studies
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Recent developments: proposal to accelerate rights issues by HKEx
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March
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Cayman & BVI as Domicile for Offshore Funds:
Structural, Regulatory, & Documentation Issues
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Greg Knowles Partner, Maples and Calder
Ann Ng Partner, Maples and Calder
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| Date: |
1 March 2012, Thursday |
| Time: |
9:30 am to 12:45 pm
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| Level: |
Standard |
| Accreditations: |
| CPD Law: |
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(To be accredited) |
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| CPT SFC: |
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3.0 |
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| CE IFPHK: |
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3.0 |
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| CFA CE / SER*: |
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3.0 / 2.0 |
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| Fee: |
HK$ 2,200 | HK$ 1,870 - 15% off for registrants with membership status before or on 19 March 2011 | | HK$ 1,980 - 10% off for registrants with membership status after 19 March 2011 |
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| Language: |
English |
| Course
Code: |
CPD1201321 |
| Venue: |
Courses & Seminars Limited
22nd Floor,
100 Queen's Road Central,
Hong Kong
MAP |
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| Categories: |
Funds
Hedge Funds
Offshore Jurisdictions
Private Equity Funds
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| | | | * | As a participant in the CFA Institute Approved-Provider Program, C&S has determined that this program qualifies for 3 credit hours inclusive of 2 hours in the content area of Standards, Ethics, and Regulations (SER). If you are a CFA Institute mem¬ber, CE credit for your participation in this program will be automatically recorded in your CE Diary. |
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| Course Details |
Many offshore funds choose Cayman Islands or the BVI as domiciles. This course will examine different structures of offshore funds being set up in these jurisdictions, and will also delve into various regulatory and documentation issues from an offshore lawyer’s perspective. |
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Highlights of the course include: |
- Introduction of Cayman and BVI as financial centres
- Why domicile in Cayman or BVI?
- Usual fund structures: corporate, unit trust & partnership, master/feeder, “umbrella” structures / segregated portfolio companies
- Regulatory regimes – funds and managers
- Master fund registration
- Anti-Money Laundering regulations and updates
- Private Equity Funds – the Cayman and BVI issues
- Documentation issues – an offshore perspective
- Securities and Investment Business Act
- Regulation of funds
- Regulation of investment managers
- Exemptions
- Case Study & Quiz
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Regulatory Changes on Operational Risks Affecting Fund Managers & Insurance Optimisation / Due Diligence and Analytics.
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James Brownell Divisional Director, FINEX Global, London
James Hunt Executive Director, FINEX Practice, Willis Hong Kong Limited
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| Date: |
8 March 2012, Thursday |
| Time: |
4:00 pm to 6:10 pm
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| Level: |
Standard |
| Accreditations: |
| CPD Law: |
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(To be accredited) |
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| CPT SFC: |
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2.0 |
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| CFA CE*: |
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2.0 |
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| Fee: |
HK$ 1,500 | HK$ 1,350 - 10% off for members who register online | | HK$ 1,200 - 20% off for 3 or more delegates from the same company and register online | | HK$ 1,350 - 10% off for 3 or more delegates from the same company who register by mail/fax/regular mail |
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| Language: |
English |
| Course
Code: |
EVM1101309 |
| Venue: |
Courses & Seminars Limited
22nd Floor,
100 Queen's Road Central,
Hong Kong
MAP |
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| Categories: |
Corporate Finance & M&A
Funds
Private Equity Funds
Private Equity / Venture Capital
Risk Management
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| Course Details |
This course will also explore the operational risks affecting funds and fund managers and what risk transfer solutions are available to protect them against costly litigation. Recent developments on investment management insurance coverage and actual paid claims will be discussed.
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Highlights of the course include: |
- An Overview of insurance requirements by AIFMD
- Insurance or self-insurance?
- What are the potential implications of this directive for fund managers in Asia
- Why is Insurance Optimisation / Mapping so important?
- Understanding the relationship between operational risk and insurance to minimise unexpected losses
- The use of insurance in risk based capital terms.
- Insurance Due Diligence
- The importance of the quality, breadth and risk-based understanding of insurance purchased by funds/ managers
- Could a disregard for due diligence on these transfer mechanisms lead to loss of potential mandates?
- Insurance Analytics
- How can advanced market underwriting risk analytical tools help?
- Investment Management Insurance (IMI)
- Available off-the shelf coverage vs. bespoke coverage
- Recent claims and IMI payouts
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May
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Disclosure of Interests:
Part XV of the Securities & Futures Ordinance - Essentials for Directors and Shareholders of a Listed Company
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Katherine U Partner, Minter Ellison Lawyers
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| Date: |
12 May 2012, Saturday |
| Time: |
9:30 am to 12:45 pm
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| Level: |
Standard |
| Accreditations: |
| CPD Law: |
|
(To be accredited) |
| |
| CPT SFC: |
|
3.0 |
| |
| CFA CE / SER*: |
|
3.0 / 3.0 |
|
| Fee: |
HK$ 2,200 | HK$ 1,870 - 15% off for registrants with membership status before or on 19 March 2011 | | HK$ 1,980 - 10% off for registrants with membership status after 19 March 2011 |
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| Language: |
English |
| Course
Code: |
CPD1201320 |
| Venue: |
Courses & Seminars Limited
22nd Floor,
100 Queen's Road Central,
Hong Kong
MAP |
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| Categories: |
Corporate Governance
Listed Company Compliance
Regulatory & SFC Compliance
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| | | | * | As a participant in the CFA Institute Approved-Provider Program, C&S has determined that this program qualifies for 3 credit hours inclusive of 3 hours in the content area of Standards, Ethics, and Regulations (SER). If you are a CFA Institute mem¬ber, CE credit for your participation in this program will be automatically recorded in your CE Diary. |
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| Course Details |
Although the Disclosure of Interest regime under the SFO has been in place for over 8 years, it is still a minefield for many, in particular for those substantial shareholders, directors, chief executives who are required by law to disclose their interests in a listed company secretaries, financial controllers or legal counsels who may have to assist in preparing these forms. This course will give a comprehensive overview of the current disclosure of interests regime under the SFO, concentrating on the requirements for directors and shareholders of listed companies. |
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Highlights of the course include: |
- Who needs to disclose?
- Disclosure obligations of substantial shareholders,
directors and chief executives
- What are “deemed interests”?
- Family interests
- Trusts
- Controlled corporations
- Associated corporations
- Founder
- Beneficiary
- Concert parties
- What needs to be disclosed?
- What is an “interest” in shares?
- Short positions & stock lending
- Derivatives interests and underlying shares
- How about H Shares or non-voting shares?
- When do you need to disclose?
- What is change in the nature of an interest?
- De minimis exceptions and other exemptions
- Relevant forms and tips for completion
- Investigations by listed companies of shareholders
- Listed company to keep Registers
- What if made errors / defects in reporting
- Breach of Part XV and potential liabilities
- Practical worked examples
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