NO. 441
LISTING OF PLANNING APPLICATIONS
REGISTERED
From Date: 5/19/08     To Date: 5/24/08
Summary of Application Details
•    The applications shown below are available for review during normal working hours at the Department of Planning, 3rd Floor, Government Administration Building, 30 Parliament Street, Hamilton.
•    Any person wishing to object must do so within 14 days of the date of this publication.
•    Letters of objection should state any interest which the objector(s) may have in property nearby, supply an address at which notice may be served on the objector(s) and provide a concise statement of the grounds of objection.
•    For further information on the objection procedure see the Development and Planning (Applications Procedure) Rules 1997.
Application                 Application #
City of Hamilton

S.K. Holdings Ltd.      P0287/08
31 Church Street, City of Hamilton
Fit Out of 3 New Residential Units (Optional)
and Office Space into Sixth Floor Attic
Storage Space Including New Roof Openings.
(Final)
Devonshire
Westmont Holdings Limited    P0286/08
6 Marsh Lane, Devonshire
Demolish Existing Building and Construct
Two Attached Warehouses.
(Final)
Symonds, Mr. Calvin    P0289/08
10 Lookout Lane, Devonshire
Internal Renovations and Additions Creating
Third Dwelling Unit, New Laundry and
Pump Room, 3rd Parking Bay.
(Final)
Figureido, Mr. Dennis    P0291/08
13 Devon Spring Road, Devonshire
Conversion of Existing Structure Into 2nd
Dwelling Unit with Garage Below and
Addition of New Swimming Pool.
(Final)
Dunkley, Mr. Cornel    S0040/08
21 Poinciana Road, Devonshire
One Additional Lot and Grant of Right of Way
(Final Plan)
Glynn, Ms. Rosemary    S0041/08
10 Watlington Road East, Devonshire
Proposed Draft Plan of Subdivision to Create
2 Additional Lots and Grant of Right of Way.
(Draft Plan)
Hamilton
Tucker, Mr./Mrs. Henry & Helen    P0295/08
7 Studio Lane, Hamilton
2 Storey Addition of 2nd Dwelling Unit and
Excavation of Rock Cut with Vinyl Fencing
on Top.
(Final)
Paget
The Dacata Trust    P0288/08
6 Tree Lane, Paget
Additions of Garage, Bathroom, Den and
Music Room.
(Final)
Pembroke
Sinclair, Mr. Michael    P0284/08
10 Overock Hill, Pembroke
Interior Renovations, Bathroom,
Verandah, Small Pool.
(Final)
Sandys
Francis, Mr. Earl    P0293/08
Lot 8 Tribe Road No 6, Sandys
New One Dwelling Unit.
(Final)
Todd, Ms. Luelle    P0294/08
32 Scott's Hill Road, Sandys
Internal Renovations to Convert Lower
Ground Floor into 2nd Dwelling Unit.
(Final)
Smiths
Lusher, Ms. Sue    P0280/08
21 Collectors Hill, Smiths
Proposed Boundary/Retaining Wall With
6ft High Fencing On Top. (Corner
North/West Boundary). Listed Building Site.
(Final)
Napier, Ms. Jacquelyn    P0296/08
29 Harrington Sound Road, Smiths
Additions Creating 2nd Dwelling Unit on
Lower Level with New Parking Layout.
(Final)
St. George's
Castle Harbour Ltd.    P0292/08
20 Tucker's Point Drive, St. George's
Addition of Floating Dock at The Tuckers
Point Hotel (Watersports Center).
(Final)
Warwick
Baptiste Builders Supply/Raymond Baptiste    P0290/08
Lot 4, Zephyr Hill Ord Road, Warwick
Four New Plunge Pools, Transformer Room,
New Retaining Wall Between Unit 2 and Unit 3,
New Bermuda Stone Stairways.
(Final)
Baptiste, Mr. Raymond    S0042/08
5 Ord Road, Warwick
Boundary Adjustment.
(Draft Plan)


NO. 442
CLEAN AIR ACT
NOTICE OF INTENTION TO
CONSTRUCT A CONTROLLED PLANT

Pursuant to Part II of the Clean Air Rules 1993, application has been made to the Environmental Authority for a permit to construct a controlled plant as follows:
NAME OF APPLICANT
Citadel Properties
ADDRESS OF THE PROPOSED CONTROLLED PLANT
Meridian House
20 Brunswick Street
Hamilton  HM 10
DESCRIPTION OF PROPOSED CONTROLLED PLANT
One 450 kW emergency diesel generator with silencer to provide interim electrical supply during power outages.
This application is available for inspection at the Department of Environmental Protection during normal working hours.  Any person wishing to object to the proposed plant may, within 14 days of the date of this publication, lodge their objection with the Department of Environmental Protection, 169 South Road, Paget DV 04.  Letters of objection must state the name and address of the objector; the grounds of the objection; whether the objector has an interest in land near to that which the application relates; and be signed by the objector.
DATE:  30 May 2008


NO. 443
Acquisition of Land

Notice is hereby given that KELLY MAY CEDENIO a British citizen is applying to the Minister of Labour, Home Affairs and Housing for sanction to acquire a leasehold interest in the property known as “Angel” Lot 22A situate at 3 Ella Crescent in Warwick Parish in joint tenancy with her Bermudian husband.
N.B. Any person who knows why a sanction to acquire property in Bermuda should not be granted to the applicant should send a written statement to the Minister of Labour, Home Affairs and Housing, P.O. Box 1364, Hamilton HM FX, no later than the 16th June, 2008.


NO. 444
Acquisition of Land

Notice is hereby given that ANNIE MARIE-CLAUDE RICHARDSON a Commonwealth citizen is applying to the Minister of Labour, Home Affairs and Housing for sanction to acquire a leasehold interest in the property known as “Cubitt” Unit #3 situate at 5 Lily Park in St. George’s Parish in joint tenancy with her Bermudian hsuband.
N.B. Any person who knows why a sanction to acquire property in Bermuda should not be granted to the applicant should send a written statement to the Minister of Labour, Home Affairs and Housing, P.O. Box 1364, Hamilton HM FX, no later than the 16th June, 2008.

NO. 445
Acquisition of Land

Notice is hereby given that VERNAL ERENST PATTERSON a Commonwealth citizen is applying to the Minister of Labour, Home Affairs and Housing for sanction to acquire a leasehold interest in 16 Olive Lane situate in Sandys Parish in joint tenancy with his Bermudian wife.
N.B. Any person who knows why a sanction to acquire property in Bermuda should not be granted to the applicant should send a written statement to the Minister of Labour, Home Affairs and Housing, P.O. Box 1364, Hamilton HM FX, no later than the 16th June, 2008.


NO. 446
Acquisition of Land

Notice is hereby given that AUDREY CHANE-KI-CHUNE ép. SMATT a French citizen is applying to the Minister of Labour, Home Affairs and Housing for sanction to acquire a leasehold interest in the property known as Unit 46 situate at 4 Orchard Drive, in Southampton Parish in joint tenancy with her Bermudian husband.
N.B. Any person who knows why a sanction to acquire property in Bermuda should not be granted to the applicant should send a written statement to the Minister of Labour, Home Affairs and Housing, P.O. Box 1364, Hamilton HM FX, no later than the 16th June, 2008.


NO. 447
Acquisition of Land

Notice is hereby given that MURRAY WAYMAN SCOTT a Commonwealth citizen is applying to the Minister of Labour, Home Affairs and Housing for sanction to acquire a leasehold interest in the property known as Unit 16 situate at 16 Bowes Lane, in Sandys Parish in joint tenancy with his Bermudian wife.
N.B. Any person who knows why a sanction to acquire property in Bermuda should not be granted to the applicant should send a written statement to the Minister of Labour, Home Affairs and Housing, P.O. Box 1364, Hamilton HM FX, no later than the 16th June, 2008.


NO. 448
Acquisition of Land

Notice is hereby given that KEVIN GOWRIE a Commonwealth citizen is applying to the Minister of Labour, Home Affairs and Housing for sanction to acquire a leasehold interest in the property known as “King” Lot 17B situate at 25 Kelland Circle in Warwick Parish in joint tenancy with his Bermudian wife.
N.B. Any person who knows why a sanction to acquire property in Bermuda should not be granted to the applicant should send a written statement to the Minister of Labour, Home Affairs and Housing, P.O. Box 1364, Hamilton HM FX, no later than the 16th June, 2008.


NO. 449
THE SUPREME COURT OF BERMUDA
PRACTICE DIRECTION
ISSUED BY THE CHIEF JUSTICE
Ref. A/50
CIRCULAR NO. 7 OF 2008
WRITTEN INSTRUCTIONS IN CRIMINAL CASES

Counsel are reminded that where it is decided that the defendant will not give evidence, this should be recorded in writing, along with a brief summary of the reasons for that decision. Wherever possible, the record should be endorsed by the defendant. This statement of principle is taken from the judgment of the Privy Council in Ebanks v R [2006] UKPC 16, at [18].
Indeed, defending counsel should as a matter of course make and preserve a written record of all the instructions he receives, including a witness statement: Ibid. [17], quoting and applying Bethel v The State (1998) 55 WIR 394, at 398.
These principles are of universal application and are not limited to capital cases or to England & Wales: Ebanks v R (supra) at [17].
The practice has recently been reinforced by several cases in the Bermuda Court of Appeal, and should now be well understood by the profession. In view of that, in future Counsel who fail to comply may be subject to disciplinary proceedings.
Dated this 27th day of May 2008
Richard W. Ground OBE QC
Chief Justice


NO. 450
ACTING APPOINTMENT
Judicial Department
Magistracy

His Excellency The Governor, after consultation with the Chief Justice, has approved the appointment of Mr. Khamisi Tokunbo, to act as Senior Magistrate from 19th to 25th May, 2008, dates inclusive.
Dated this 26th day of May 2008.
Deputy Governor


NO. 451
ACTING APPOINTMENT
Judicial Department
Magistracy

His Excellency The Governor, after consultation with the Chief Justice, has approved the appointment of Ms. Nicole Stoneham, Barrister & Attorney to act as Magistrate & Coroner from 19th to 25th May 2008, dates inclusive.
Dated this 26th day of May 2008
Deputy Governor


NO. 452
GOVERNMENT OF BERMUDA.
Ministry of the Environment and Sports
The Development and Planning Act 1974
The Development and Planning (Tribunal Procedure) Rules 1992
The Bermuda Plan 2008 Notice

WHEREAS the Minister of the Environment and Sports (“the Minister”) has caused a draft plan entitled “The Draft Bermuda Plan 2008” to be prepared consisting of the Draft Bermuda Plan 2008 Planning Statement and the Draft Bermuda Plan 2008 Zoning Maps, which causes the Bermuda Plan 1992 Planning Statement and the Bermuda Plan 1992 Maps; the West End Development Plan 1984; The Pembroke Marsh Plan 1987; and the Base Lands Plan 1996 made under the Development and Planning (Base Lands) Act 1996 to cease to have effect, save to the extent that the draft development plan provides to the contrary;
AND WHEREAS the Minister has deemed it expedient to exercise in relation to the aforesaid Draft Bermuda Plan 2008 the powers conferred upon him by sections 9(2) and 10 of the Development and Planning Act 1974;
NOW THEREFORE in exercise of those powers and all other powers hereunto enabling the following notice is given:
Citation:
1.        This Notice may be cited as the Draft Bermuda Plan 2008 Notice.
Draft Bermuda Plan 2008 Operative Date:
2.        The Minister hereby declares that the Draft Bermuda Plan 2008 Planning Statement together with the Draft Bermuda Plan 2008 Zoning Maps are to be operative under the provisions of section 10 of the Development and Planning Act 1974 from the date this Notice shall take effect.
Inspection of the Plan:
3.        The Minister further gives notice that a copy of the Draft Bermuda Plan 2008 Planning Statement together with the Draft Bermuda Plan 2008 Zoning Maps may be inspected free of charge by all persons interested, at the Department of Planning, Government Administration Building, 30 Parliament Street, 3rd Floor, Hamilton during office hours.
Objections and representations:
4.        Any objection or representation with reference to the Draft Bermuda Plan 2008 may be sent in writing to the Minister of the Environment and Sports, c/o Director of Planning, Government Administration Building, 30 Parliament Street, 3rd Floor, Hamilton HM 12, Bermuda and must comply with the requirements of the Development and Planning (Tribunal Procedure) Rules 1992, stating the grounds on which such objection or representation is made, and which should reach the Department no later than October 3rd, 2008.
Commencement:
5.        This Notice shall take effect on the 6th day of June, 2008.
Given under my hand this 30th day of May, 2008.
The Hon. Elvin G .James, J.P., M.P.
Minister of the Environment and Sports
THE DRAFT BERMUDA PLAN 2008 SHALL BE AVAILABLE FOR INSPECTION ON JUNE 6, 2008.


NO. 453
ACTING APPOINTMENT
HUMAN RIGHTS COMMISSION
EXECUTIVE OFFICER

Dr. Sydney Gibbons, Executive Officer to the Commission for Unity and Racial Equality (CURE) has been appointed to act as Executive Officer of the Human Rights Commission from 12th May 2008 to 30th May 2008 or until the Executive Officer returns.
Kenneth S. Dill
Head of the Civil Service


BR 37/2008
THE DAIRY FARM INTERNATIONAL
HOLDINGS LIMITED
 CONSOLIDATION AND AMENDMENT ACT 1988
1988: 39
THE DAIRY FARM INTERNATIONAL HOLDINGS LIMITED AMENDMENT REGULATIONS 2008

The Bermuda Monetary Authority in exercise of the powers conferred upon it by section 17(2) of The Dairy Farm International Holdings Limited Consolidation and Amendment Act 1988 makes the following regulations:
These Regulations may be cited as The Dairy Farm International Holdings Limited Amendment Regulations 2008 and shall come into force on the 30th of May 2008.
PART I. SHORT TITLE AND INTERPRETATION
1.    Regulation 1(2): Delete the definition of “connected advisers” in Regulation 1(2).
2.    Regulation 1(2): Amend paragraph (ii) of the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) to read as follows:
“(ii)    the Company or any person acting in concert with the Company;”.
3.    Regulation 1(2): Amend the definition of “Regulatory Information Service” in Regulation 1(2) by deleting “Schedule 12” and substituting “Appendix 3”.
4.    Regulation 1(3)(g): Insert a new Regulation 1(3)(g) as follows:
“(g)    Unless the Authority determines otherwise, a person will be treated as acting in concert with an offeror or the Company by reason of giving an irrevocable commitment if either:—
(i)    the terms of the irrevocable commitment give the offeror or the Company (as the case may be) either the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to the shares or general control of them; or
(ii)    the person acquires more shares.”.
PART II. THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE
5.    Regulation 3(8)(a)(i): Amend Regulation 3(8)(a)(i) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART III. DEALINGS AND RESTRICTIONS ON THE ACQUISITION OF SHARES AND RIGHTS OVER SHARES
6.    Regulation 6: Delete the word “TIMING” in the title of Regulation 6.
7.    Regulation 6: Delete the existing Regulations 6(1), 6(2) and 6(3), re-number the existing Regulations 6(4), 6(5), 6(6), 6(7) and 6(8) as Regulations 6(1), 6(2), 6(3), 6(4) and 6(5), update all cross references accordingly and make certain consequential changes such that the remaining re-numbered provisions of Regulation 6 read as follows:
“(1)    Exceptions to Section 14 of the Act
The following shall not be prohibited by Section 14 of the Act:—
(a)    the acquisition by an individual of shares or rights over shares:—
(i)    from another individual who is a close relative of the acquirer; or
(ii)    by transmission, inheritance or operation of law on the death of another individual; or
(iii)    as a result of a gift; or
(iv)    in his capacity as a trustee of a family trust, on his appointment as an additional or replacement trustee or on the retirement of an existing trustee or from a beneficiary of such family trust; or
(v)    in his capacity as a beneficiary of a family trust, on the vesting of an interest under such family trust;
(b)    the acquisition by a person of shares (whether of new shares by subscription or of existing shares) or rights over shares pursuant to the terms of a qualifying share scheme or upon the exercise of rights granted under a qualifying share scheme;
(c)    the acquisition by a company of shares or rights over shares from a company which is a member of the same group as the shareholder but, for these purposes, the word “group” shall be construed by reference to the definition of “control” contained in Section 7(1) of the Act and not by reference to the definition of “control” contained in Section 86(4) of the Companies Act;
(d)    the acquisition by a person of new shares or of rights to subscribe for new shares (other than the purchase of rights arising pursuant to a rights issue);
(e)    the acquisition by a person of securities convertible into new shares or rights to acquire new shares (other than acquisitions falling within Regulation 6(1)(b) or 6(1)(d)), which securities or rights do not themselves carry voting rights but the exercise of any such conversion or other rights shall be deemed to be, for the purposes of Section 14 of the Act and Regulations 6(1) to 6(5) (inclusive), an acquisition of the securities then acquired (at the date of exercise of the relevant rights) from a single shareholder;
(f)    the acquisition by a person of shares or rights over shares which has been approved by shareholders pursuant to Appendix 1;
(g)    the acquisition by a person of shares or rights over shares pursuant to a partial offer in accordance with Regulation 36;
(h)    the acquisition by a person of shares or rights over shares within the twenty-four hours preceding an announcement by that person of a firm intention to make an offer (whether or not the posting of the offer document is to be subject to a condition) if the offer is to be publicly recommended by, or the acquisition is made with the agreement of, the Board and the acquisition is conditional upon the announcement of the offer;
(i)    the acquisition by a person of shares or rights over shares, after that person has announced a firm intention to make an offer if the posting of the offer document is not, at the time of the acquisition, subject to a condition and:—
(i)    the acquisition is made with the agreement of the Board; or
(ii)    that offer or any competing offer has been publicly recommended by the Board, even if such recommendation is subsequently withdrawn; or
(iii)    the first closing date of that offer or any competing offer has passed; or
(iv)    that offer is unconditional in all respects;
(j)    the acquisition by a person of shares or rights over shares by way of acceptance of an offer;
(k)    the acquisition by a person (which for this purpose includes any person acting in concert with him) of shares or rights over shares at any time from a single shareholder if it is the only such acquisition within any period of seven days (unless the purchaser has announced a firm intention to make an offer, the posting of the offer document for which is not subject to a condition).
(2)    Calculation of the limits and application of Section 14 of the Act
(a)    The following shall not be taken into account in calculating whether the one per cent. limit in Section 14(b) of the Act has been exceeded:—
(i)    an acquisition which, by reason of Regulation 6(1), is not prohibited by Section 14 of the Act;
(ii)    an acquisition by a person who, immediately before such acquisition, owned, together with persons acting in concert with him, shares of the Company carrying less than thirty per cent. of the voting rights of the Company and all acquisitions made prior to any acquisition falling within this paragraph (ii);
(iii)    an acquisition by a person of shares or rights over shares as a result of an election by the person making the acquisition to receive shares credited as fully paid in lieu of a dividend which is otherwise to be paid in cash or as a result of such person not electing to receive cash in lieu of a dividend which is otherwise to be satisfied by an allotment of shares credited as fully paid;
(iv)    an acquisition by a person of shares or rights over shares before or during a mandatory general offer;
(v)    an acquisition by any person of shares or rights over shares following the issue of securities (whether for cash or non-cash consideration) or following the exercise of conversion or subscription rights to the extent that such shares or rights over shares restore the percentage level of such person’s (which for this purpose includes any person acting in concert with him) shares or rights over shares (relative to the relevant share capital or class of share capital) to no more than that pertaining before such issue or exercise and such acquisition is effected within twelve months of the relevant issue or exercise.
(b)    For the purposes of Section 14 of the Act and Regulation 6(1), in calculating whether any of the limits contained in Section 14 of the Act have been exceeded, if shares of the Company carrying voting rights have been allotted (even if provisionally) but have not yet been issued, such shares shall be included (but not if the person in relation to whom the limit is being calculated would, as a result of such inclusion, avoid exceeding such limit).
(3)    Single shareholder
(a)    In Regulation 6(1) unless the context otherwise requires, “single shareholder” includes a number of shareholders wishing to dispose of shares or rights over shares who are all close relatives or who are all members of a group of companies which is regarded as one for disclosure purposes under Regulations 41(2) to 41(4) so long as none of such shareholders is a principal trader.
(b)    In Regulation 6(1), “single shareholder” shall not include a principal trader or a fund manager who manages investments on behalf of a number of underlying clients (whether or not on a discretionary basis).
(4)    Permitted acquisitions from single shareholder
Neither a person who makes an acquisition from a single shareholder which would be prohibited by Section 14 of the Act were it not for Regulation 6(1)(k) nor any person acting in concert with such a person may make any further acquisitions of shares carrying voting rights in the Company, or rights over such shares, except:—
(a)    in the circumstances set out in Regulations 6(1)(a), 6(1)(b), 6(1)(c), 6(1)(f), 6(1)(g), 6(1)(h), 6(1)(i) and 6(1)(j) or Regulations 6(2)(a)(iii) and (v); or
(b)    following the making by that person or a person acting in concert with him of a general offer for shares of the Company which subsequently lapses; or
(c)    following that person and persons acting in concert with him ceasing to own shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company (in which case he will become subject to Section 14(a) of the Act); or
(d)    if that person and persons acting in concert with him owned shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company prior to the acquisition from the single shareholder and the aggregate of the acquisitions of shares and rights over shares in the previous twelve months by that person and persons acting in concert with him falls to less than one per cent. (in which case he will become subject to Section 14(b) of the Act);
(e)    in the case of a person receiving his entitlement of shares through a rights or scrip issue, as long as that person does not increase his percentage of the voting rights in the Company.
(5)    Notification of acquisitions from single shareholder
A person who makes an acquisition of shares carrying voting rights in the Company, or rights over such shares, from a single shareholder that would be prohibited by Section 14 of the Act were it not for Regulation 6(1)(k) must notify that acquisition and his consequent total holding of shares and rights over shares to the Company, to one of the Regulatory Information Services and to the Authority not later than 12 noon on the business day following the actual date of the acquisition.  The notification must distinguish between shares and rights over shares, specifying the nature of any rights concerned and giving the relevant numbers and the resulting holding in each case.  In addition, such person must comply with the disclosure requirements of any other Exchange on which the Company’s shares are then listed.”.
8.    Regulation 9(13):  Insert the following as a new paragraph at the end of Regulation 9(13):
“See also Regulation 1(3)(g).”.
PART VII. CONDUCT DURING THE OFFER
9.    Regulation 21(2)(i): Amend Regulation 21(2)(i) by changing the full stop at the end of Regulation 21(2)(i) to a semi-colon.
10.    Regulation 21(2)(j): Insert a new Regulation 21(2)(j) as follows:
“(j)    any proposed action by the Board where the decision by the Board to take the proposed action had been taken prior to the announcement, or communication to the Board, of an intention to make a bona fide offer and prior to the Board first having reason to believe that such an offer might be imminent, and which:—
(i)    has been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j); or
(ii)    has not been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j) but is in the ordinary course of business, and any matter falling for decision by resolution of the Board shall be deemed to be outside the ordinary course of business for the purposes of this Regulation.”.
11.    Regulation 21(6)(c):  Amend Regulation 21(6)(c) by replacing the reference to “6(4)” with “6(1)”.
12.    Regulation 21(7):  Insert a new Regulation 21(7) as follows:
“(7)    Shares carrying more than fifty per cent. of the voting rights
The requirement for a general meeting under Section 12 and this Regulation 21 shall not apply and shall be deemed waived where the holders of any shares carrying more than fifty per cent. of the voting rights state in writing that they approve the action proposed and would vote in favour of any resolution to that effect proposed at a general meeting.”.
PART VIII. DOCUMENTS FROM THE OFFEROR AND THE BOARD
13.    Regulation 25(3)(a)(vii):  Amend Regulation 25(3)(a)(vii) by deleting the words “the directors of” after “a person acting in concert with”.
PART XI. TIMING AND REVISION
14.    Regulation 30(3):  Insert a new Regulation 30(3) as follows:
“(3)    Making documents and information available to shareholders
The requirements under Regulations 3(6), 20(1), 23, 30(1), 30(2) and 32(1) to provide information or to send or make documents available to shareholders of the Company apply in respect of all such shareholders, wherever they are located, subject to the remaining provisions of this Regulation 30(3) set out below.
Save in relation to the provision of information or the sending or making available of documents to shareholders of the Company located in any EEA Member State, Hong Kong or Singapore, where local laws or regulations of a particular jurisdiction may result in a significant risk of civil, regulatory or, particularly, criminal exposure for the offeror or the Company if the information or documentation is sent or made available to shareholders in that jurisdiction without any amendment, and unless they can avoid such exposure by making minor amendments to the information being provided or documents being sent or made available either:—
(a)    the offeror or the Company need not provide such information or send or make such information or documents available to registered shareholders of the Company who are located in that jurisdiction if less than three per cent. of the shares of the Company are held by registered shareholders located there at the date on which the information is to be provided or the information or documents are to be sent or made available (and there is no need to consult the Authority in these circumstances); or
(b)    in all other cases, the Authority may grant a dispensation where it would be proportionate in the circumstances to do so having regard, notably, to the cost involved, any resulting delay to the transaction timetable, the number of registered shareholders in the relevant jurisdiction, the number of shares involved and any other factors invoked by or views put forward by the offeror or the Company.”.

PART XII. RESTRICTIONS FOLLOWING OFFERS AND POSSIBLE OFFERS
15.    Regulation 35(1)(a): Amend Regulation 35(1)(a) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
16.    Regulation 35(2)(i): Amend Regulation 35(2)(i) by deleting “for” at the front of the paragraph and substituting “which could result in the offeror and persons acting in concert with it holding”.
17.    Regulation 35(2): Amend the last paragraph of Regulation 35(2) by inserting after the words “result in” the words “the offeror and persons acting in concert with it having”.
PART XIII. PARTIAL OFFERS
18.    Regulation 36(2): Amend Regulation 36(2) by inserting the words “and persons acting in concert with it” after the reference to “offeror” in the first line.
19.    Regulation 36(3): Delete the second paragraph of Regulation 36(3).
20.    Regulation 36(4): Amend Regulation 36(4) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
21.    Regulation 36(5): Amend Regulation 36(5) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
22.    Regulation 36(6): Amend Regulation 36(6) to read as follows:
“(6)    Health warning
In the case of a partial offer which could result in the offeror, either alone or with persons acting in concert with it, holding shares carrying over forty-nine per cent. of the voting rights of the Company, the offer document must contain specific and prominent reference to this and to the fact that, if the offer succeeds, the offeror or, where appropriate, the offeror and persons acting in concert with it, will be free, subject to Regulation 36(3), to acquire further shares without incurring any obligation to make a mandatory general offer.”.
23.    Regulation 36(8): Amend Regulation 36(8) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART XVI. TENDER OFFERS
24.    Regulation 39(1): Insert a new Regulation 39(1) as follows:
“(1)    Introduction
A tender offer may be made instead of a partial offer where the tender offer could not result in the offeror holding shares carrying thirty per cent. or more of the voting rights of the Company or the tender offer is by a person controlling the majority of the voting rights of a Company and is for less than all of the shares carrying the voting rights held by the minority. Such a tender offer must be conducted in accordance with this Regulation 39.
Where a tender offer to which this Regulation applies is made on the Primary Exchange, this Regulation takes precedence over any requirements of the Primary Exchange for the conduct of tender offers. However, the resulting transactions will be subject to the relevant trade and transaction reporting rules and requests for delivery and settlement.
This Regulation does not apply where a tender offer is made solely for the purpose of the Company buying in its own shares.
The percentage of shares in which a person is interested should be calculated by reference to the issued share capital at the time of the announcement of the tender offer after taking into account the latest published information; if, however, it is known at the time of the announcement that by the closing date of the tender offer the issued share capital will have changed, this must also be taken into account.
Where a tender offer is proposed for shares in the Company subject to another type of offer under the Regulations, the following matters will have to be considered:—
(a)    extension of the offer period in respect of the other offer;
(b)    circulation of the tender advertisement to all shareholders; and
(c)    disclosure of dealings by the offeror making the tender offer and any associates in the manner set out in Regulation 9.”.

25.    Regulations 39(1) to (5): The existing Regulations 39(1) to (5) inclusive should be re-numbered Regulations 39(2) to (6) inclusive and all cross references should be amended by replacing each reference to:
(i)    “39(1)” with “39(2)”; and
(ii)    “39(2)” with “39(3)”.
26.    Regulation 39(2)(f):  Delete the existing Regulation 39(2)(f) and re-number the existing Regulation 39(2)(g) as Regulation 39(3)(f).
27.    Regulation 39(6): Delete the existing Regulation 39(6).
PART XVII. DISCLOSURE OF INTERESTS IN SHARES
28.    Part XVII: Amend the title of this section by deleting “PART XVII. DISCLOSURE OF INTERESTS IN SHARES” and substituting “PART XVII. INFORMATION ABOUT INTERESTS IN SHARES”.
29.    Regulations 40 to 44:  Delete the existing Regulations 40 to 44 and insert new Regulations 40 and 41 as follows:
“40    INTERESTS IN SHARES: GENERAL
(1)    Determination of an interest
This Regulation 40 applies in determining for the purposes of this Part XVII whether a person has an interest in shares.
(2)    Restrictions on the exercise of rights ignored
A reference to an interest in shares is to be read as including an interest of any kind whatsoever in the shares; and accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
(3)    Beneficiary deemed to have an interest
Where property is held on trust and an interest in shares is comprised in the property, a beneficiary of the trust who apart from this paragraph does not have an interest in the shares is to be taken as having such an interest.
(4)    Deemed interest where not the registered holder
A person is taken to have an interest in shares if:—
(a)    he enters into a contract for their purchase by him (whether for cash or other consideration); or
(b)    not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or is entitled to control the exercise of any such right.
(5)    Further deemed interests
A person is taken to have an interest in shares if, otherwise than by virtue of having an interest under a trust:—
(a)    he has a right to call for delivery of the shares to himself or to his order; or
(b)    he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,
whether in any case the right or obligation is conditional or absolute.
(6)    Entitlement to exercise rights
For the purposes of Regulation 40(4)(b), a person is entitled to exercise or control the exercise of any right conferred by the holding of shares if he:—
(a)    has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b)    is under an obligation (whether so subject or not) the fulfilment of which would make him so entitled.
(7)    Joint interests
Persons having a joint interest are taken each of them to have that interest.
(8)    Unidentifiable interests
It is immaterial that shares in which a person has an interest are unidentifiable.
41    INTEREST IN SHARES: FAMILY AND CORPORATE INTERESTS
(1)    Interests of spouse, minor child or step-child
For the purposes of this Part XVII, a person is taken to be interested in any shares in which his spouse or any minor child or step-child of his is interested.
(2)    Shares in which a company is interested
For those purposes, a person is taken to be interested in shares if a company is interested in them and:—
(a)    that company or its directors are accustomed to act in accordance with his directions or instructions; or
(b)    he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that company.
(3)    Effective voting power
Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a company and that company is entitled to exercise or control the exercise of any of the voting power at general meetings of another company (“the effective voting power’’) then, for the purposes of Regulation 41(2)(b), the effective voting power is taken as exercisable by that person.
(4)    Entitlement to exercise voting power
For the purposes of Regulations 41(2) and 41(3), a person is entitled to exercise or control the exercise of voting power if:—
(a)    he has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b)    he is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.”.

30.    Regulation 45:  Re-number Regulation 45 as Regulation 42 and amend Regulation 45 by replacing each reference to “Regulation 45” with “Regulation 42”.
31.    Regulation 45: Amend the title of Regulation 45 by deleting “AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY” and substituting “INTEREST IN SHARES: AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY”.
32.    Regulation 45(1): Amend the heading of Regulation 45(1) by deleting “(1) Obligation of disclosure under such agreements” and substituting “(1) Obligation of disclosure under an agreement to acquire interests in the Company”.
33.    Regulation 45(5):  Delete Regulation 45(5) and re-number Regulation 45(6) as Regulation 42(5).
34.    Regulation 46: Re-number Regulation 46 as Regulation 43 and amend Regulation 46 by replacing each reference to:
(i)    “Regulation 44” with “Regulation 41”;
(ii)    “Regulation 45” with “Regulation 42”; and
(iii)    “Regulation 46” with “Regulation 43”.
35.    Regulation 46:  Amend the title of Regulation 46 by deleting “OBLIGATIONS OF DISCLOSURE ARISING UNDER REGULATION 45” and substituting “EXTENT OF OBLIGATION IN CASE OF SHARE ACQUISITION AGREEMENT”.
36.    Regulation 46(2): Amend Regulation 46(2) by deleting “, and also for those of Regulation 47”.
37.    Regulations 47 to 52: Delete Regulations 47 to 52.
38.    Regulation 53: Re-number Regulation 53 as Regulation 44 and amend Regulation 53 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”; and
(ii)    “Regulation 53” with “Regulation 44”.
39.    Regulation 53(1): Delete the words “by notice in writing require” and substitute in their place the words “give notice pursuant to the Bye-Laws of the Company as amended from time to time requiring”.
40.    Regulations 53(5) and 53(6): Delete Regulations 53(5) and 53(6) and insert a new Regulation 44(5) as follows:
“(5)    Extension to subscription rights
This Regulation 44 applies in relation to a person who has or previously had, or is or was entitled to acquire, a right to subscribe for shares in the Company which would on issue be comprised in relevant share capital of the Company as it applies in relation to a person who is or was interested in shares so comprised; and references above in this Regulation 44 to an interest in shares so comprised and to shares so comprised are to be read accordingly in any such case as including respectively any such right and shares which would on issue be so comprised.”.

41.    Regulation 54:  Re-number Regulation 54 as Regulation 45 and amend Regulation 54 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 54” with “Regulation 45”.
42.    Regulation 54(3): Delete the existing Regulation 54(3) and insert new Regulations 45(3) to 45(6) as follows:
“(3)    Time for fulfilment of an obligation
An obligation imposed by Regulation 45(1) must be fulfilled within the period of fifteen days next following the day on which it arises or within three days if the obligation arises within three days of the commencement of or during an offer period.
(4)    Notice of rights not affected
The Company is not, by virtue of anything done for the purposes of this Regulation 45, affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares.
(5)    Names to appear alphabetically
The register must be so made up that the names of persons entered on the register pursuant to Regulation 45(1) appear in chronological order, and, if there is more than one name relating to a particular date, such names should be listed alphabetically.
(6)    Register available for inspection
The register:—
(a)    must be kept at the registered office or principal place of business of the Company or such other place as the Board may determine, subject to the approval of the Authority; and
(b)    must be available for inspection in accordance with Regulation 49.”.

43.    Regulation 55:  Re-number Regulation 55 as Regulation 46 and amend Regulation 55 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”;
(ii)    “Regulation 54” with “Regulation 45”; and
(iii)    “Regulation 55(2)(a)” with “Regulation 46(2)”.
44.    Regulation 55(1):  Amend Regulation 55(1) by deleting from and including “, and, in addition, in the case of information entered pursuant to Regulations 52(1) and (2)” to the end of the sentence.
45.    Regulation 55(2):  Delete Regulation 55(2).
46.    Regulation 55(3):  Re-number the existing Regulation 55(3) as Regulation 46(2) and amend so that it reads as follows:
“(2)    Right to apply for removal of an entry
If a person in pursuance of an obligation imposed on him by this Part XVII gives to the Company the name and address of another person as being interested in shares in the Company, that other person may apply in writing to the Company for the removal of that entry from the register; and the Company must remove the entry if satisfied that the information in pursuance of which the entry was made was incorrect.”.
47.    Regulation 55(4): Re-number Regulation 55(4) as Regulation 46(3).
48.    Regulation 56: Re-number Regulation 56 as Regulation 47 and amend Regulation 56 by replacing each reference to:
(i)    “Regulation 55” with “Regulation 46”; and
(ii)    “Regulation 56” with “Regulation 47”.
49.    Regulation 57: Re-number Regulation 57 as Regulation 48 and amend Regulation 57 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 57” with “Regulation 48”.
50.    Regulation 58: Re-number Regulation 58 as Regulation 49.
51.    Regulation 59: Re-number Regulation 59 as Regulation 50.
52.    Regulation 59(1): Delete the definitions of “associated index”, “collective investment scheme”, “depositary receipt”, “derivatives”, “operator” and “unit” from Regulation 59(1), amend the definition of “register of interests in shares” so that it reads as follows:
““register of interests in shares” means the register of interests in shares, except where the context otherwise requires, that part of the register kept in pursuance of Regulation 45;”,
and insert the following definitions, moving each insertion to its correct alphabetical position:
““agreement’’ includes any agreement or arrangement; and references in this Part XVII to provisions of an agreement:—
(a)    accordingly include undertakings, expectations or understandings operative under any arrangement; and
(b)    (without prejudice to the above) also include any provisions, whether express or implied and whether absolute or not;”;
““relevant share capital” means the Company’s issued share capital of a class carrying rights to vote in all circumstances at general meetings of the Company; and it is hereby declared for the avoidance of doubt that the temporary suspension of voting rights in respect of shares comprised in the issued share capital of the Company of any such class does not affect the application of this Part XVII in relation to interests in those or any other shares comprised in that class.”.

53.    Regulations 59(2) and 59(3): Delete Regulations 59(2) and 59(3) and re-number the existing Regulation 59(4) as Regulation 50(2).
54.    Regulation 60: Re-number Regulation 60 as Regulation 51.
55.    Regulation 61: Re-number Regulation 61 as Regulation 52.
56.    Regulation 62: Re-number Regulation 62 as Regulation 53.
APPENDICES
57.    Appendix 1:  Amend Appendix 1 by replacing each reference to:
(i)    “6(4)” with “6(1)”; and
(ii)    “Section 14(2)” with “Section 14”.
58.    Appendix 4: Amend Appendix 4 by replacing the reference to “Regulation 60” with “Regulation 51”.
SCHEDULE
Dairy Farm International Holdings Limited

The following further amendments to the Regulations are intended to correct the typographical errors included in the section 17 notice for Dairy Farm International Holdings Limited which was published in The Bermuda Sun on 6 June 2007:
1    Regulation 1(2): Amend the definition of “connected advisers” in Regulation 1(2) by inserting a hyphen after each of the following:
(i)    ““connected advisers” includes the following:”;
(ii)    “in relation to the offeror or the Company:”; and
(iii)    “an organisation which is advising that person either:”.
2    Regulation 1(2): Amend the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) by inserting a colon after “controls or is under the same control as”.
3    Regulation 1(2): Amend the definition of “connected fund manager” and “connected principal trader” in Regulation 1(2) by deleting the semi-colon at the end of “any connected adviser to any person in (i) or (ii)” and substituting a full stop.
4    Regulation 1(2): Amend the definition of “derivative” in Regulation 1(2) by inserting a full stop after the reference to “twenty per cent”.
5    Regulation 1(2): Amend the definition of “market-maker” by replacing each reference to “market-maker” with “principal trader” and moving the definition to its correct alphabetical position.
6    Regulation 1(3): Amend Regulation 1(3) by replacing each reference to “section 7(2)(v)” with “Section 7(2)(v)”.
7    Regulation 3(5): Amend Regulation 3(5) by inserting a semi-colon after the words “contractually entitled (whether or not conditionally) to acquire”.
8    Regulation 5(6): Amend Regulation 5(6) by replacing each reference to “market-maker” with “principal trader”.
9    Regulation 5(7): Amend Regulation 5(7) by replacing each reference to “market-maker” with “principal trader”.
10    Regulation 5(9): Amend Regulation 5(9) by replacing the reference to “stockbroker” with “corporate broker”.
11    Regulation 9(7): Amend Regulation 9(7) by inserting a colon after “in addition to any requirements referred to in Regulation 9(6)(a)”.
12    Regulation 9(8)(d): Amend Regulation 9(8) by replacing the reference to “Regulation (8)” with “Regulation 9(8)”.
13    Regulation 9(13): Amend Regulation 9(13) by inserting a hyphen after each of the following:
(i)    “that person must:”; and
(ii)    “the nature of the commitment or letter including:”.
14    Regulation 13(1): Amend Regulation 13(1) by replacing each reference to “preconditions” with “pre-conditions”.
15    Regulation 13(5): Amend Regulation 13(5) by inserting a colon after the words “unless the pre-condition”.
16    Regulation 13(6): Amend Regulation 13(6) by inserting a hyphen after “committed financing throughout the offer period, in which case:”.
17    Regulation 25(3): Amend Regulation 25(3) by replacing the reference to “(a)(iii) the shareholdings” with “(iii) the shareholdings”.
18    Regulation 25(3): Amend Regulation 25(3) by replacing each reference to “section 7(1)” with “Section 7(1)”.
19    Regulation 25(7): Amend Regulation 25(7) by inserting a colon after “(whether recommending acceptance or rejection of the offer) must contain”.
20    Regulation 26(9): Amend Regulation 26(9) by deleting the full stop after “Regulation 24(3)(1)” and substituting “; and”.
21    Regulation 38(3): Amend Regulation 38(3) by inserting a full stop after “unconditional as to acceptances”.
22    Regulation 38(5): Amend Regulation 38(5) by deleting “Dealings in relevant securities (as defined in Regulation 9) by a connected market-maker” and substituting “Dealings in relevant securities (as defined in Regulation 9), during the offer period, by a connected principal trader”.
23    Appendix 1:  Amend the title of Appendix 1 by replacing the reference to “10(7)(f)” with “10(1)(f)”.
24    Paragraph (3)(9) of Appendix I:  Amend Paragraph 3(9) of Appendix I by replacing the full stop at the end of “as there is no offer period” with a semi-colon.
25    Paragraph (3)(12) of Appendix I:  Amend paragraph (3)(12) of Appendix I by deleting the reference to “(3)(12) Regulation 25(7)” and substituting “Regulation 25(7)”.
Made this 21st day of May, 2008
Alan Richardson
Chairman
Bermuda Monetary Authority
Matthew Elderfield
Chief Executive Officer
Bermuda Monetary Authority


BR 38/2008
THE JARDINE MATHESON HOLDINGS LIMITED CONSOLIDATION AND AMENDMENT ACT 1988
1988: 38
THE JARDINE MATHESON HOLDINGS LIMITED AMENDMENT REGULATIONS 2008

The Bermuda Monetary Authority in exercise of the powers conferred upon it by section 17(2) of The Jardine Matheson Holdings Limited Consolidation and Amendment Act 1988 makes the following regulations:
These Regulations may be cited as The Jardine Matheson Holdings Limited Amendment Regulations 2008 and shall come into force on the 30th of May 2008.
PART I. SHORT TITLE AND INTERPRETATION
1.    Regulation 1(2): Delete the definition of “connected advisers” in Regulation 1(2).
2.    Regulation 1(2):  Amend paragraph (ii) of the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) to read as follows:
“(ii)    the Company or any person acting in concert with the Company;”.
3.    Regulation 1(2): Amend the definition of “Regulatory Information Service” in Regulation 1(2) by deleting “Schedule 12” and substituting “Appendix 3”.
4.    Regulation 1(3)(g): Insert a new Regulation 1(3)(g) as follows:
“(g)    Unless the Authority determines otherwise, a person will be treated as acting in concert with an offeror or the Company by reason of giving an irrevocable commitment if either:—
(i)    the terms of the irrevocable commitment give the offeror or the Company (as the case may be) either the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to the shares or general control of them; or
(ii)    the person acquires more shares.”.

PART II. THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE
5.    Regulation 3(8)(a)(i): Amend Regulation 3(8)(a)(i) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART III. DEALINGS AND RESTRICTIONS ON THE ACQUISITION OF SHARES AND RIGHTS OVER SHARES
6.    Regulation 6: Delete the word “TIMING” in the title of Regulation 6.
7.    Regulation 6:  Delete the existing Regulations 6(1), 6(2) and 6(3), re-number the existing Regulations 6(4), 6(5), 6(6), 6(7) and 6(8) as Regulations 6(1), 6(2), 6(3), 6(4) and 6(5), update all cross references accordingly and make certain consequential changes such that the remaining re-numbered provisions of Regulation 6 read as follows:
“(1)    Exceptions to Section 14 of the Act
The following shall not be prohibited by Section 14 of the Act: —
(a)    the acquisition by an individual of shares or rights over shares: —
(i)    from another individual who is a close relative of the acquirer; or
(ii)    by transmission, inheritance or operation of law on the death of another individual; or
(iii)    as a result of a gift; or
(iv)    in his capacity as a trustee of a family trust, on his appointment as an additional or replacement trustee or on the retirement of an existing trustee or from a beneficiary of such family trust; or
(v)    in his capacity as a beneficiary of a family trust, on the vesting of an interest under such family trust;
(b)    the acquisition by a person of shares (whether of new shares by subscription or of existing shares) or rights over shares pursuant to the terms of a qualifying share scheme or upon the exercise of rights granted under a qualifying share scheme;
(c)    the acquisition by a company of shares or rights over shares from a company which is a member of the same group as the shareholder but, for these purposes, the word “group” shall be construed by reference to the definition of “control” contained in Section 7(1) of the Act and not by reference to the definition of “control” contained in Section 86(4) of the Companies Act;
(d)    the acquisition by a person of new shares or of rights to subscribe for new shares (other than the purchase of rights arising pursuant to a rights issue);
(e)    the acquisition by a person of securities convertible into new shares or rights to acquire new shares (other than acquisitions falling within Regulation 6(1)(b) or 6(1)(d)), which securities or rights do not themselves carry voting rights but the exercise of any such conversion or other rights shall be deemed to be, for the purposes of Section 14 of the Act and Regulations 6(1) to 6(5) (inclusive), an acquisition of the securities then acquired (at the date of exercise of the relevant rights) from a single shareholder;
(f)    the acquisition by a person of shares or rights over shares which has been approved by shareholders pursuant to Appendix 1;
(g)    the acquisition by a person of shares or rights over shares pursuant to a partial offer in accordance with Regulation 36;
(h)    the acquisition by a person of shares or rights over shares within the twenty-four hours preceding an announcement by that person of a firm intention to make an offer (whether or not the posting of the offer document is to be subject to a condition) if the offer is to be publicly recommended by, or the acquisition is made with the agreement of, the Board and the acquisition is conditional upon the announcement of the offer;
(i)    the acquisition by a person of shares or rights over shares, after that person has announced a firm intention to make an offer if the posting of the offer document is not, at the time of the acquisition, subject to a condition and:—
(i)    the acquisition is made with the agreement of the Board; or
(ii)    that offer or any competing offer has been publicly recommended by the Board, even if such recommendation is subsequently withdrawn; or
(iii)    the first closing date of that offer or any competing offer has passed; or
(iv)    that offer is unconditional in all respects;
(j)    the acquisition by a person of shares or rights over shares by way of acceptance of an offer;
(k)    the acquisition by a person (which for this purpose includes any person acting in concert with him) of shares or rights over shares at any time from a single shareholder if it is the only such acquisition within any period of seven days (unless the purchaser has announced a firm intention to make an offer, the posting of the offer document for which is not subject to a condition).

(2)    Calculation of the limits and application of Section 14 of the Act
(a)    The following shall not be taken into account in calculating whether the one per cent. limit in Section 14(b) of the Act has been exceeded:—
(i)    an acquisition which, by reason of Regulation 6(1), is not prohibited by Section 14 of the Act;
(ii)    an acquisition by a person who, immediately before such acquisition, owned, together with persons acting in concert with him, shares of the Company carrying less than thirty per cent. of the voting rights of the Company and all acquisitions made prior to any acquisition falling within this paragraph (ii);
(iii)    an acquisition by a person of shares or rights over shares as a result of an election by the person making the acquisition to receive shares credited as fully paid in lieu of a dividend which is otherwise to be paid in cash or as a result of such person not electing to receive cash in lieu of a dividend which is otherwise to be satisfied by an allotment of shares credited as fully paid;
(iv)    an acquisition by a person of shares or rights over shares before or during a mandatory general offer;
(v)    an acquisition by any person of shares or rights over shares following the issue of securities (whether for cash or non-cash consideration) or following the exercise of conversion or subscription rights to the extent that such shares or rights over shares restore the percentage level of such person’s (which for this purpose includes any person acting in concert with him) shares or rights over shares (relative to the relevant share capital or class of share capital) to no more than that pertaining before such issue or exercise and such acquisition is effected within twelve months of the relevant issue or exercise.
(b)    For the purposes of Section 14 of the Act and Regulation 6(1), in calculating whether any of the limits contained in Section 14 of the Act have been exceeded, if shares of the Company carrying voting rights have been allotted (even if provisionally) but have not yet been issued, such shares shall be included (but not if the person in relation to whom the limit is being calculated would, as a result of such inclusion, avoid exceeding such limit).
(3)    Single shareholder
(a)    In Regulation 6(1) unless the context otherwise requires, “single shareholder” includes a number of shareholders wishing to dispose of shares or rights over shares who are all close relatives or who are all members of a group of companies which is regarded as one for disclosure purposes under Regulations 41(2) to 41(4) so long as none of such shareholders is a principal trader.
(b)    In Regulation 6(1), “single shareholder” shall not include a principal trader or a fund manager who manages investments on behalf of a number of underlying clients (whether or not on a discretionary basis).
(4)    Permitted acquisitions from single shareholder
Neither a person who makes an acquisition from a single shareholder which would be prohibited by Section 14 of the Act were it not for Regulation 6(1)(k) nor any person acting in concert with such a person may make any further acquisitions of shares carrying voting rights in the Company, or rights over such shares, except:—
(a)    in the circumstances set out in Regulations 6(1)(a), 6(1)(b), 6(1)(c), 6(1)(f), 6(1)(g), 6(1)(h), 6(1)(i) and 6(1)(j) or Regulations 6(2)(a)(iii) and (v); or
(b)    following the making by that person or a person acting in concert with him of a general offer for shares of the Company which subsequently lapses; or
(c)    following that person and persons acting in concert with him ceasing to own shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company (in which case he will become subject to Section 14(a) of the Act); or
(d)    if that person and persons acting in concert with him owned shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company prior to the acquisition from the single shareholder and the aggregate of the acquisitions of shares and rights over shares in the previous twelve months by that person and persons acting in concert with him falls to less than one per cent. (in which case he will become subject to Section 14(b) of the Act);
(e)    in the case of a person receiving his entitlement of shares through a rights or scrip issue, as long as that person does not increase his percentage of the voting rights in the Company.
(5)    Notification of acquisitions from single shareholder
A person who makes an acquisition of shares carrying voting rights in the Company, or rights over such shares, from a single shareholder that would be prohibited by Section 14 of the Act were it not for Regulation 6(1)(k) must notify that acquisition and his consequent total holding of shares and rights over shares to the Company, to one of the Regulatory Information Services and to the Authority not later than 12 noon on the business day following the actual date of the acquisition.  The notification must distinguish between shares and rights over shares, specifying the nature of any rights concerned and giving the relevant numbers and the resulting holding in each case.  In addition, such person must comply with the disclosure requirements of any other Exchange on which the Company’s shares are then listed.”.

8.    Regulation 9(13):  Insert the following as a new paragraph at the end of Regulation 9(13):
“See also Regulation 1(3)(g).”.
PART VII. CONDUCT DURING THE OFFER
9.    Regulation 21(2)(i): Amend Regulation 21(2)(i) by changing the full stop at the end of Regulation 21(2)(i) to a semi-colon.
10.    Regulation 21(2)(j): Insert a new Regulation 21(2)(j) as follows:
“(j)    any proposed action by the Board where the decision by the Board to take the proposed action had been taken prior to the announcement, or communication to the Board, of an intention to make a bona fide offer and prior to the Board first having reason to believe that such an offer might be imminent, and which:—
(i)    has been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j); or
(ii)    has not been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j) but is in the ordinary course of business, and any matter falling for decision by resolution of the Board shall be deemed to be outside the ordinary course of business for the purposes of this Regulation.”.

11.    Regulation 21(6)(c):  Amend Regulation 21(6)(c) by replacing the reference to “6(4)” with “6(1)”.
12.    Regulation 21(7):  Insert a new Regulation 21(7) as follows:
“(7)    Shares carrying more than fifty per cent. of the voting rights
The requirement for a general meeting under Section 12 and this Regulation 21 shall not apply and shall be deemed waived where the holders of any shares carrying more than fifty per cent. of the voting rights state in writing that they approve the action proposed and would vote in favour of any resolution to that effect proposed at a general meeting.”.

PART VIII. DOCUMENTS FROM THE OFFEROR AND THE BOARD
13.    Regulation 25(3)(a)(vii):  Amend Regulation 25(3)(a)(vii) by deleting the words “the directors of” after “a person acting in concert with”.
PART XI. TIMING AND REVISION
14.    Regulation 30(3):  Insert a new Regulation 30(3) as follows:
“(3)    Making documents and information available to shareholders
The requirements under Regulations 3(6), 20(1), 23, 30(1), 30(2) and 32(1) to provide information or to send or make documents available to shareholders of the Company apply in respect of all such shareholders, wherever they are located, subject to the remaining provisions of this Regulation 30(3) set out below.
Save in relation to the provision of information or the sending or making available of documents to shareholders of the Company located in any EEA Member State, Hong Kong or Singapore, where local laws or regulations of a particular jurisdiction may result in a significant risk of civil, regulatory or, particularly, criminal exposure for the offeror or the Company if the information or documentation is sent or made available to shareholders in that jurisdiction without any amendment, and unless they can avoid such exposure by making minor amendments to the information being provided or documents being sent or made available either:—
(a)    the offeror or the Company need not provide such information or send or make such information or documents available to registered shareholders of the Company who are located in that jurisdiction if less than three per cent. of the shares of the Company are held by registered shareholders located there at the date on which the information is to be provided or the information or documents are to be sent or made available (and there is no need to consult the Authority in these circumstances); or
(b)    in all other cases, the Authority may grant a dispensation where it would be proportionate in the circumstances to do so having regard, notably, to the cost involved, any resulting delay to the transaction timetable, the number of registered shareholders in the relevant jurisdiction, the number of shares involved and any other factors invoked by or views put forward by the offeror or the Company.”.

PART XII. RESTRICTIONS FOLLOWING OFFERS AND POSSIBLE OFFERS
15.    Regulation 35(1)(a): Amend Regulation 35(1)(a) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
16.    Regulation 35(2)(i): Amend Regulation 35(2)(i) by deleting “for” at the front of the paragraph and substituting “which could result in the offeror and persons acting in concert with it holding”.
17.    Regulation 35(2): Amend the last paragraph of Regulation 35(2) by inserting after the words “result in” the words “the offeror and persons acting in concert with it having”.
PART XIII. PARTIAL OFFERS
18.    Regulation 36(2): Amend Regulation 36(2) by inserting the words “and persons acting in concert with it” after the reference to “offeror” in the first line.
19.    Regulation 36(3): Delete the second paragraph of Regulation 36(3).
20.    Regulation 36(4): Amend Regulation 36(4) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
21.    Regulation 36(5): Amend Regulation 36(5) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
22.    Regulation 36(6): Amend Regulation 36(6) to read as follows:
“(6)    Health warning
In the case of a partial offer which could result in the offeror, either alone or with persons acting in concert with it, holding shares carrying over forty-nine per cent. of the voting rights of the Company, the offer document must contain specific and prominent reference to this and to the fact that, if the offer succeeds, the offeror or, where appropriate, the offeror and persons acting in concert with it, will be free, subject to Regulation 36(3), to acquire further shares without incurring any obligation to make a mandatory general offer.”.

23.    Regulation 36(8): Amend Regulation 36(8) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART XVI. TENDER OFFERS
24.    Regulation 39(1): Insert a new Regulation 39(1) as follows:
“(1)    Introduction
A tender offer may be made instead of a partial offer where the tender offer could not result in the offeror holding shares carrying thirty per cent. or more of the voting rights of the Company or the tender offer is by a person controlling the majority of the voting rights of a Company and is for less than all of the shares carrying the voting rights held by the minority. Such a tender offer must be conducted in accordance with this Regulation 39.
Where a tender offer to which this Regulation applies is made on the Primary Exchange, this Regulation takes precedence over any requirements of the Primary Exchange for the conduct of tender offers. However, the resulting transactions will be subject to the relevant trade and transaction reporting rules and requests for delivery and settlement.
This Regulation does not apply where a tender offer is made solely for the purpose of the Company buying in its own shares.
The percentage of shares in which a person is interested should be calculated by reference to the issued share capital at the time of the announcement of the tender offer after taking into account the latest published information; if, however, it is known at the time of the announcement that by the closing date of the tender offer the issued share capital will have changed, this must also be taken into account.
Where a tender offer is proposed for shares in the Company subject to another type of offer under the Regulations, the following matters will have to be considered:—
(a)    extension of the offer period in respect of the other offer;
(b)    circulation of the tender advertisement to all shareholders; and
(c)    disclosure of dealings by the offeror making the tender offer and any associates in the manner set out in Regulation 9.”.

25.    Regulations 39(1) to (5): The existing Regulations 39(1) to (5) inclusive should be re-numbered Regulations 39(2) to (6) inclusive and all cross references should be amended by replacing each reference to:
(i)    “39(1)” with “39(2)”; and
(ii)    “39(2)” with “39(3)”.
26.    Regulation 39(2)(f):  Delete the existing Regulation 39(2)(f) and re-number the existing Regulation 39(2)(g) as Regulation 39(3)(f).
27.    Regulation 39(6): Delete the existing Regulation 39(6).
PART XVII. DISCLOSURE OF INTERESTS IN SHARES
28.    Part XVII: Amend the title of this section by deleting “PART XVII. DISCLOSURE OF INTERESTS IN SHARES” and substituting “PART XVII. INFORMATION ABOUT INTERESTS IN SHARES”.
29.    Regulations 40 to 44:  Delete the existing Regulations 40 to 44 and insert new Regulations 40 and 41 as follows:
“40    INTERESTS IN SHARES: GENERAL
(1)    Determination of an interest
This Regulation 40 applies in determining for the purposes of this Part XVII whether a person has an interest in shares.
(2)    Restrictions on the exercise of rights ignored
A reference to an interest in shares is to be read as including an interest of any kind whatsoever in the shares; and accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
(3)    Beneficiary deemed to have an interest
Where property is held on trust and an interest in shares is comprised in the property, a beneficiary of the trust who apart from this paragraph does not have an interest in the shares is to be taken as having such an interest.
(4)    Deemed interest where not the registered holder
A person is taken to have an interest in shares if:—
(a)    he enters into a contract for their purchase by him (whether for cash or other consideration); or
(b)    not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or is entitled to control the exercise of any such right.
(5)    Further deemed interests

A person is taken to have an interest in shares if, otherwise than by virtue of having an interest under a trust:—
(a)    he has a right to call for delivery of the shares to himself or to his order; or
(b)    he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,
whether in any case the right or obligation is conditional or absolute.
(6)    Entitlement to exercise rights
For the purposes of Regulation 40(4)(b), a person is entitled to exercise or control the exercise of any right conferred by the holding of shares if he:—
(a)    has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b)    is under an obligation (whether so subject or not) the fulfilment of which would make him so entitled.
(7)    Joint interests
Persons having a joint interest are taken each of them to have that interest.
(8)    Unidentifiable interests
It is immaterial that shares in which a person has an interest are unidentifiable.

41    INTEREST IN SHARES: FAMILY AND CORPORATE INTERESTS
(1)    Interests of spouse, minor child or step-child
For the purposes of this Part XVII, a person is taken to be interested in any shares in which his spouse or any minor child or step-child of his is interested.
(2)    Shares in which a company is interested
For those purposes, a person is taken to be interested in shares if a company is interested in them and:—
(a)    that company or its directors are accustomed to act in accordance with his directions or instructions; or
(b)    he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that company.
(3)    Effective voting power
Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a company and that company is entitled to exercise or control the exercise of any of the voting power at general meetings of another company (“the effective voting power’’) then, for the purposes of Regulation 41(2)(b), the effective voting power is taken as exercisable by that person.
(4)    Entitlement to exercise voting power
For the purposes of Regulations 41(2) and 41(3), a person is entitled to exercise or control the exercise of voting power if:—
(a)    he has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b)    he is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.”.
30.    Regulation 45:  Re-number Regulation 45 as Regulation 42 and amend Regulation 45 by replacing each reference to “Regulation 45” with “Regulation 42”.

31.    Regulation 45: Amend the title of Regulation 45 by deleting “AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY” and substituting “INTEREST IN SHARES: AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY”.
32.    Regulation 45(1): Amend the heading of Regulation 45(1) by deleting “(1) Obligation of disclosure under such agreements” and substituting “(1) Obligation of disclosure under an agreement to acquire interests in the Company”.
33.    Regulation 45(5):  Delete Regulation 45(5) and re-number Regulation 45(6) as Regulation 42(5).
34.    Regulation 46: Re-number Regulation 46 as Regulation 43 and amend Regulation 46 by replacing each reference to:
(i)    “Regulation 44” with “Regulation 41”;
(ii)    “Regulation 45” with “Regulation 42”; and
(iii)    “Regulation 46” with “Regulation 43”.
35.    Regulation 46:  Amend the title of Regulation 46 by deleting “OBLIGATIONS OF DISCLOSURE ARISING UNDER REGULATION 45” and substituting “EXTENT OF OBLIGATION IN CASE OF SHARE ACQUISITION AGREEMENT”.
36.    Regulation 46(2): Amend Regulation 46(2) by deleting “, and also for those of Regulation 47”.
37.    Regulations 47 to 52: Delete Regulations 47 to 52.
38.    Regulation 53: Re-number Regulation 53 as Regulation 44 and amend Regulation 53 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”; and
(ii)    “Regulation 53” with “Regulation 44”.
39.    Regulation 53(1): Delete the words “by notice in writing require” and substitute in their place the words “give notice pursuant to the Bye-Laws of the Company as amended from time to time requiring”.
40.    Regulations 53(5) and 53(6): Delete Regulations 53(5) and 53(6) and insert a new Regulation 44(5) as follows:
“(5)    Extension to subscription rights
This Regulation 44 applies in relation to a person who has or previously had, or is or was entitled to acquire, a right to subscribe for shares in the Company which would on issue be comprised in relevant share capital of the Company as it applies in relation to a person who is or was interested in shares so comprised; and references above in this Regulation 44 to an interest in shares so comprised and to shares so comprised are to be read accordingly in any such case as including respectively any such right and shares which would on issue be so comprised.”.

41.    Regulation 54:  Re-number Regulation 54 as Regulation 45 and amend Regulation 54 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 54” with “Regulation 45”.
42.    Regulation 54(3): Delete the existing Regulation 54(3) and insert new Regulations 45(3) to 45(6) as follows:
“(3)    Time for fulfilment of an obligation
An obligation imposed by Regulation 45(1) must be fulfilled within the period of fifteen days next following the day on which it arises or within three days if the obligation arises within three days of the commencement of or during an offer period.
(4)    Notice of rights not affected
The Company is not, by virtue of anything done for the purposes of this Regulation 45, affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares.
(5)    Names to appear alphabetically
The register must be so made up that the names of persons entered on the register pursuant to Regulation 45(1) appear in chronological order, and, if there is more than one name relating to a particular date, such names should be listed alphabetically.
(6)    Register available for inspection
The register:—
(a)    must be kept at the registered office or principal place of business of the Company or such other place as the Board may determine, subject to the approval of the Authority; and
(b)    must be available for inspection in accordance with Regulation 49.”.

43.    Regulation 55:  Re-number Regulation 55 as Regulation 46 and amend Regulation 55 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”;
(ii)    “Regulation 54” with “Regulation 45”; and
(iii)    “Regulation 55(2)(a)” with “Regulation 46(2)”.
44.    Regulation 55(1):  Amend Regulation 55(1) by deleting from and including “, and, in addition, in the case of information entered pursuant to Regulations 52(1) and (2)” to the end of the sentence.
45.    Regulation 55(2):  Delete Regulation 55(2).
46.    Regulation 55(3):  Re-number the existing Regulation 55(3) as Regulation 46(2) and amend so that it reads as follows:
“(2)    Right to apply for removal of an entry
If a person in pursuance of an obligation imposed on him by this Part XVII gives to the Company the name and address of another person as being interested in shares in the Company, that other person may apply in writing to the Company for the removal of that entry from the register; and the Company must remove the entry if satisfied that the information in pursuance of which the entry was made was incorrect.”.

47.    Regulation 55(4): Re-number Regulation 55(4) as Regulation 46(3).
48.    Regulation 56: Re-number Regulation 56 as Regulation 47 and amend Regulation 56 by replacing each reference to:
(i)    “Regulation 55” with “Regulation 46”; and
(ii)    “Regulation 56” with “Regulation 47”.
49.    Regulation 57: Re-number Regulation 57 as Regulation 48 and amend Regulation 57 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 57” with “Regulation 48”.
50.    Regulation 58: Re-number Regulation 58 as Regulation 49.
51.    Regulation 59: Re-number Regulation 59 as Regulation 50.
52.    Regulation 59(1): Delete the definitions of “associated index”, “collective investment scheme”, “depositary receipt”, “derivatives”, “operator” and “unit” from Regulation 59(1), amend the definition of “register of interests in shares” so that it reads as follows:
““register of interests in shares” means the register of interests in shares, except where the context otherwise requires, that part of the register kept in pursuance of Regulation 45;”,
    and insert the following definitions, moving each insertion to its correct alphabetical position:
““agreement’’ includes any agreement or arrangement; and references in this Part XVII to provisions of an agreement:—
(a)    accordingly include undertakings, expectations or understandings operative under any arrangement; and
(b)    (without prejudice to the above) also include any provisions, whether express or implied and whether absolute or not;”;
““relevant share capital” means the Company’s issued share capital of a class carrying rights to vote in all circumstances at general meetings of the Company; and it is hereby declared for the avoidance of doubt that the temporary suspension of voting rights in respect of shares comprised in the issued share capital of the Company of any such class does not affect the application of this Part XVII in relation to interests in those or any other shares comprised in that class.”.
53.    Regulations 59(2) and 59(3): Delete Regulations 59(2) and 59(3) and re-number the existing Regulation 59(4) as Regulation 50(2).
54.    Regulation 60: Re-number Regulation 60 as Regulation 51.
55.    Regulation 61: Re-number Regulation 61 as Regulation 52.
56.    Regulation 62: Re-number Regulation 62 as Regulation 53.
APPENDICES
57.    Appendix 1:  Amend Appendix 1 by replacing each reference to:
(i)    “6(4)” with “6(1)”; and
(ii)    “Section 14(2)” with “Section 14”.
58.    Appendix 4: Amend Appendix 4 by replacing the reference to “Regulation 60” with “Regulation 51”.
SCHEDULE
Jardine Matheson Holdings Limited

The following further amendments to the Regulations are intended to correct the typographical errors included in the section 17 notice for Jardine Matheson Holdings Limited which was published in The Bermuda Sun on 6 June 2007:
1    Regulation 1(2): Amend the definition of “connected advisers” in Regulation 1(2) by inserting a hyphen after each of the following:
(i)    ““connected advisers” includes the following:”;
(ii)    “in relation to the offeror or the Company:”; and
(iii)    “an organisation which is advising that person either:”.
2    Regulation 1(2): Amend the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) by inserting a colon after “controls or is under the same control as”.
3    Regulation 1(2): Amend the definition of “connected fund manager” and “connected principal trader” in Regulation 1(2) by deleting the semi-colon at the end of “any connected adviser to any person in (i) or (ii)” and substituting a full stop.
4    Regulation 1(2): Amend the definition of “derivative” in Regulation 1(2) by inserting a full stop after the reference to “twenty per cent”.
5    Regulation 1(2): Amend the definition of “market-maker” by replacing each reference to “market-maker” with “principal trader” and moving the definition to its correct alphabetical position.
6    Regulation 1(3): Amend Regulation 1(3) by replacing each reference to “section 7(2)(v)” with “Section 7(2)(v)”.
7    Regulation 3(5): Amend Regulation 3(5) by inserting a semi-colon after the words “contractually entitled (whether or not conditionally) to acquire”.
8    Regulation 5(6): Amend Regulation 5(6) by replacing each reference to “market-maker” with “principal trader”.
9    Regulation 5(7): Amend Regulation 5(7) by replacing each reference to “market-maker” with “principal trader”.
10    Regulation 5(9): Amend Regulation 5(9) by replacing the reference to “stockbroker” with “corporate broker”.
11    Regulation 9(7): Amend Regulation 9(7) by inserting a colon after “in addition to any requirements referred to in Regulation 9(6)(a)”.
12    Regulation 9(8)(d): Amend Regulation 9(8) by replacing the reference to “Regulation (8)” with “Regulation 9(8)”.
13    Regulation 9(13): Amend Regulation 9(13) by inserting a hyphen after each of the following:
(i)    “that person must:”; and
(ii)    “the nature of the commitment or letter including:”.
14    Regulation 13(1): Amend Regulation 13(1) by replacing each reference to “preconditions” with “pre-conditions”.
15    Regulation 13(5): Amend Regulation 13(5) by inserting a colon after the words “unless the pre-condition”.
16    Regulation 13(6): Amend Regulation 13(6) by inserting a hyphen after “committed financing throughout the offer period, in which case:”.
17    Regulation 25(3): Amend Regulation 25(3) by replacing the reference to “(a)(iii) the shareholdings” with “(iii) the shareholdings”.
18    Regulation 25(3): Amend Regulation 25(3) by replacing each reference to “section 7(1)” with “Section 7(1)”.
19    Regulation 25(7): Amend Regulation 25(7) by inserting a colon after “(whether recommending acceptance or rejection of the offer) must contain”.
20    Regulation 26(9): Amend Regulation 26(9) by deleting the full stop after “Regulation 24(3)(1)” and substituting “; and”.
21    Regulation 38(3): Amend Regulation 38(3) by inserting a full stop after “unconditional as to acceptances”.
22    Regulation 38(5): Amend Regulation 38(5) by deleting “Dealings in relevant securities (as defined in Regulation 9) by a connected market-maker” and substituting “Dealings in relevant securities (as defined in Regulation 9), during the offer period, by a connected principal trader”.
23    Appendix 1:  Amend the title of Appendix 1 by replacing the reference to “10(7)(f)” with “10(1)(f)”.
24    Paragraph (3)(9) of Appendix I:  Amend Paragraph 3(9) of Appendix I by replacing the full stop at the end of “as there is no offer period” with a semi-colon.
25    Paragraph (3)(12) of Appendix I:  Amend paragraph (3)(12) of Appendix I by deleting the reference to “(3)(12) Regulation 25(7)” and substituting “Regulation 25(7)”.
Made this 21st day of May, 2008
Alan Richardson
Chairman
Bermuda Monetary Authority
Matthew Elderfield
Chief Executive Officer
Bermuda Monetary Authority


BR 39/2008
THE JARDINE STRATEGIC HOLDINGS LIMITED CONSOLIDATION AND AMENDMENT ACT 1988
1988: 37
THE JARDINE STRATEGIC HOLDINGS LIMITED AMENDMENT REGULATIONS 2008

The Bermuda Monetary Authority in exercise of the powers conferred upon it by section 17(2) of The Jardine Strategic Holdings Limited Consolidation and Amendment Act 1988 makes the following regulations:
These Regulations may be cited as The Jardine Strategic Holdings Limited Amendment Regulations 2008 and shall come into force on the 30th of May 2008.
PART I. SHORT TITLE AND INTERPRETATION
1.    Regulation 1(2): Delete the definition of “connected advisers” in Regulation 1(2).
2.    Regulation 1(2):  Amend paragraph (ii) of the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) to read as follows:
“(ii)    the Company or any person acting in concert with the Company;”.
3.    Regulation 1(2): Amend the definition of “Regulatory Information Service” in Regulation 1(2) by deleting “Schedule 12” and substituting “Appendix 3”.
4.    Regulation 1(3)(g): Insert a new Regulation 1(3)(g) as follows:
“(g)    Unless the Authority determines otherwise, a person will be treated as acting in concert with an offeror or the Company by reason of giving an irrevocable commitment if either:—
(i)    the terms of the irrevocable commitment give the offeror or the Company (as the case may be) either the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to the shares or general control of them; or
(ii)    the person acquires more shares.”.
PART II. THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE
5.    Regulation 3(8)(a)(i): Amend Regulation 3(8)(a)(i) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART III. DEALINGS AND RESTRICTIONS ON THE ACQUISITION OF SHARES AND RIGHTS OVER SHARES
6.    Regulation 6: Delete the word “TIMING” in the title of Regulation 6.
7.    Regulation 6:  Delete the existing Regulations 6(1), 6(2) and 6(3), re-number the existing Regulations 6(4), 6(5), 6(6), 6(7) and 6(8) as Regulations 6(1), 6(2), 6(3), 6(4) and 6(5), update all cross references accordingly and make certain consequential changes such that the remaining re-numbered provisions of Regulation 6 read as follows:
“(1)    Exceptions to Section 14 of the Act
The following shall not be prohibited by Section 14 of the Act:—
(a)    the acquisition by an individual of shares or rights over shares:—
(i)    from another individual who is a close relative of the acquirer; or
(ii)    by transmission, inheritance or operation of law on the death of another individual; or
(iii)    as a result of a gift; or
(iv)    in his capacity as a trustee of a family trust, on his appointment as an additional or replacement trustee or on the retirement of an existing trustee or from a beneficiary of such family trust; or
(v)    in his capacity as a beneficiary of a family trust, on the vesting of an interest under such family trust;
(b)    the acquisition by a person of shares (whether of new shares by subscription or of existing shares) or rights over shares pursuant to the terms of a qualifying share scheme or upon the exercise of rights granted under a qualifying share scheme;
(c)    the acquisition by a company of shares or rights over shares from a company which is a member of the same group as the shareholder but, for these purposes, the word “group” shall be construed by reference to the definition of “control” contained in Section 7(1) of the Act and not by reference to the definition of “control” contained in Section 86(4) of the Companies Act;
(d)    the acquisition by a person of new shares or of rights to subscribe for new shares (other than the purchase of rights arising pursuant to a rights issue);
(e)    the acquisition by a person of securities convertible into new shares or rights to acquire new shares (other than acquisitions falling within Regulation 6(1)(b) or 6(1)(d)), which securities or rights do not themselves carry voting rights but the exercise of any such conversion or other rights shall be deemed to be, for the purposes of Section 14 of the Act and Regulations 6(1) to 6(5) (inclusive), an acquisition of the securities then acquired (at the date of exercise of the relevant rights) from a single shareholder;
(f)    the acquisition by a person of shares or rights over shares which has been approved by shareholders pursuant to Appendix 1;
(g)    the acquisition by a person of shares or rights over shares pursuant to a partial offer in accordance with Regulation 36;
(h)    the acquisition by a person of shares or rights over shares within the twenty-four hours preceding an announcement by that person of a firm intention to make an offer (whether or not the posting of the offer document is to be subject to a condition) if the offer is to be publicly recommended by, or the acquisition is made with the agreement of, the Board and the acquisition is conditional upon the announcement of the offer;
(i)    the acquisition by a person of shares or rights over shares, after that person has announced a firm intention to make an offer if the posting of the offer document is not, at the time of the acquisition, subject to a condition and:—
(i)    the acquisition is made with the agreement of the Board; or
(ii)    that offer or any competing offer has been publicly recommended by the Board, even if such recommendation is subsequently withdrawn; or
(iii)    the first closing date of that offer or any competing offer has passed; or
(iv)    that offer is unconditional in all respects;
(j)    the acquisition by a person of shares or rights over shares by way of acceptance of an offer;
(k)    the acquisition by a person (which for this purpose includes any person acting in concert with him) of shares or rights over shares at any time from a single shareholder if it is the only such acquisition within any period of seven days (unless the purchaser has announced a firm intention to make an offer, the posting of the offer document for which is not subject to a condition).
(2)    Calculation of the limits and application of Section 14 of the Act
(a)    The following shall not be taken into account in calculating whether the one per cent. limit in Section 14(b) of the Act has been exceeded:—
(i)    an acquisition which, by reason of Regulation 6(1), is not prohibited by Section 14 of the Act;
(ii)    an acquisition by a person who, immediately before such acquisition, owned, together with persons acting in concert with him, shares of the Company carrying less than thirty per cent. of the voting rights of the Company and all acquisitions made prior to any acquisition falling within this paragraph (ii);
(iii)    an acquisition by a person of shares or rights over shares as a result of an election by the person making the acquisition to receive shares credited as fully paid in lieu of a dividend which is otherwise to be paid in cash or as a result of such person not electing to receive cash in lieu of a dividend which is otherwise to be satisfied by an allotment of shares credited as fully paid;
(iv)    an acquisition by a person of shares or rights over shares before or during a mandatory general offer;
(v)    an acquisition by any person of shares or rights over shares following the issue of securities (whether for cash or non-cash consideration) or following the exercise of conversion or subscription rights to the extent that such shares or rights over shares restore the percentage level of such person’s (which for this purpose includes any person acting in concert with him) shares or rights over shares (relative to the relevant share capital or class of share capital) to no more than that pertaining before such issue or exercise and such acquisition is effected within twelve months of the relevant issue or exercise.
(b)    For the purposes of Section 14 of the Act and Regulation 6(1), in calculating whether any of the limits contained in Section 14 of the Act have been exceeded, if shares of the Company carrying voting rights have been allotted (even if provisionally) but have not yet been issued, such shares shall be included (but not if the person in relation to whom the limit is being calculated would, as a result of such inclusion, avoid exceeding such limit).
(3)    Single shareholder
(a)    In Regulation 6(1) unless the context otherwise requires, “single shareholder” includes a number of shareholders wishing to dispose of shares or rights over shares who are all close relatives or who are all members of a group of companies which is regarded as one for disclosure purposes under Regulations 41(2) to 41(4) so long as none of such shareholders is a principal trader.
(b)    In Regulation 6(1), “single shareholder” shall not include a principal trader or a fund manager who manages investments on behalf of a number of underlying clients (whether or not on a discretionary basis).
(4)    Permitted acquisitions from single shareholder
Neither a person who makes an acquisition from a single shareholder which would be prohibited by Section 14 of the Act were it not for Regulation 6(1)(k) nor any person acting in concert with such a person may make any further acquisitions of shares carrying voting rights in the Company, or rights over such shares, except:—
(a)    in the circumstances set out in Regulations 6(1)(a), 6(1)(b), 6(1)(c), 6(1)(f), 6(1)(g), 6(1)(h), 6(1)(i) and 6(1)(j) or Regulations 6(2)(a)(iii) and (v); or
(b)    following the making by that person or a person acting in concert with him of a general offer for shares of the Company which subsequently lapses; or
(c)    following that person and persons acting in concert with him ceasing to own shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company (in which case he will become subject to Section 14(a) of the Act); or
(d)    if that person and persons acting in concert with him owned shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company prior to the acquisition from the single shareholder and the aggregate of the acquisitions of shares and rights over shares in the previous twelve months by that person and persons acting in concert with him falls to less than one per cent. (in which case he will become subject to Section 14(b) of the Act);
(e)    in the case of a person receiving his entitlement of shares through a rights or scrip issue, as long as that person does not increase his percentage of the voting rights in the Company.
(5)    Notification of acquisitions from single shareholder
A person who makes an acquisition of shares carrying voting rights in the Company, or rights over such shares, from a single shareholder that would be prohibited by Section 14 of the Act were it not for Regulation 6(1)(k) must notify that acquisition and his consequent total holding of shares and rights over shares to the Company, to one of the Regulatory Information Services and to the Authority not later than 12 noon on the business day following the actual date of the acquisition.  The notification must distinguish between shares and rights over shares, specifying the nature of any rights concerned and giving the relevant numbers and the resulting holding in each case.  In addition, such person must comply with the disclosure requirements of any other Exchange on which the Company’s shares are then listed.”.

8.    Regulation 9(13):  Insert the following as a new paragraph at the end of Regulation 9(13):
“See also Regulation 1(3)(g).”.
PART VII. CONDUCT DURING THE OFFER
9.    Regulation 21(2)(i): Amend Regulation 21(2)(i) by changing the full stop at the end of Regulation 21(2)(i) to a semi-colon.
10.    Regulation 21(2)(j): Insert a new Regulation 21(2)(j) as follows:
“(j)    any proposed action by the Board where the decision by the Board to take the proposed action had been taken prior to the announcement, or communication to the Board, of an intention to make a bona fide offer and prior to the Board first having reason to believe that such an offer might be imminent, and which:—
(i)    has been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j); or
(ii)    has not been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j) but is in the ordinary course of business, and any matter falling for decision by resolution of the Board shall be deemed to be outside the ordinary course of business for the purposes of this Regulation.”.

11.    Regulation 21(6)(c):  Amend Regulation 21(6)(c) by replacing the reference to “6(4)” with “6(1)”.
12.    Regulation 21(7):  Insert a new Regulation 21(7) as follows:
“(7)    Shares carrying more than fifty per cent. of the voting rights
The requirement for a general meeting under Section 12 and this Regulation 21 shall not apply and shall be deemed waived where the holders of any shares carrying more than fifty per cent. of the voting rights state in writing that they approve the action proposed and would vote in favour of any resolution to that effect proposed at a general meeting.”.

PART VIII. DOCUMENTS FROM THE OFFEROR AND THE BOARD
13.    Regulation 25(3)(a)(vii):  Amend Regulation 25(3)(a)(vii) by deleting the words “the directors of” after “a person acting in concert with”.
PART XI. TIMING AND REVISION
14.    Regulation 30(3):  Insert a new Regulation 30(3) as follows:
“(3)    Making documents and information available to shareholders

The requirements under Regulations 3(6), 20(1), 23, 30(1), 30(2) and 32(1) to provide information or to send or make documents available to shareholders of the Company apply in respect of all such shareholders, wherever they are located, subject to the remaining provisions of this Regulation 30(3) set out below.
Save in relation to the provision of information or the sending or making available of documents to shareholders of the Company located in any EEA Member State, Hong Kong or Singapore, where local laws or regulations of a particular jurisdiction may result in a significant risk of civil, regulatory or, particularly, criminal exposure for the offeror or the Company if the information or documentation is sent or made available to shareholders in that jurisdiction without any amendment, and unless they can avoid such exposure by making minor amendments to the information being provided or documents being sent or made available either:—
(a)    the offeror or the Company need not provide such information or send or make such information or documents available to registered shareholders of the Company who are located in that jurisdiction if less than three per cent. of the shares of the Company are held by registered shareholders located there at the date on which the information is to be provided or the information or documents are to be sent or made available (and there is no need to consult the Authority in these circumstances); or
(b)    in all other cases, the Authority may grant a dispensation where it would be proportionate in the circumstances to do so having regard, notably, to the cost involved, any resulting delay to the transaction timetable, the number of registered shareholders in the relevant jurisdiction, the number of shares involved and any other factors invoked by or views put forward by the offeror or the Company.”.

PART XII. RESTRICTIONS FOLLOWING OFFERS AND POSSIBLE OFFERS
15.    Regulation 35(1)(a): Amend Regulation 35(1)(a) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
16.    Regulation 35(2)(i): Amend Regulation 35(2)(i) by deleting “for” at the front of the paragraph and substituting “which could result in the offeror and persons acting in concert with it holding”.
17.    Regulation 35(2): Amend the last paragraph of Regulation 35(2) by inserting after the words “result in” the words “the offeror and persons acting in concert with it having”.
PART XIII. PARTIAL OFFERS
18.    Regulation 36(2): Amend Regulation 36(2) by inserting the words “and persons acting in concert with it” after the reference to “offeror” in the first line.
19.    Regulation 36(3): Delete the second paragraph of Regulation 36(3).
20.    Regulation 36(4): Amend Regulation 36(4) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
21.    Regulation 36(5): Amend Regulation 36(5) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
22.    Regulation 36(6): Amend Regulation 36(6) to read as follows:
“(6)    Health warning
In the case of a partial offer which could result in the offeror, either alone or with persons acting in concert with it, holding shares carrying over forty-nine per cent. of the voting rights of the Company, the offer document must contain specific and prominent reference to this and to the fact that, if the offer succeeds, the offeror or, where appropriate, the offeror and persons acting in concert with it, will be free, subject to Regulation 36(3), to acquire further shares without incurring any obligation to make a mandatory general offer.”.

23.    Regulation 36(8): Amend Regulation 36(8) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART XVI. TENDER OFFERS
24.    Regulation 39(1): Insert a new Regulation 39(1) as follows:
“(1)    Introduction
A tender offer may be made instead of a partial offer where the tender offer could not result in the offeror holding shares carrying thirty per cent. or more of the voting rights of the Company or the tender offer is by a person controlling the majority of the voting rights of a Company and is for less than all of the shares carrying the voting rights held by the minority. Such a tender offer must be conducted in accordance with this Regulation 39.
Where a tender offer to which this Regulation applies is made on the Primary Exchange, this Regulation takes precedence over any requirements of the Primary Exchange for the conduct of tender offers. However, the resulting transactions will be subject to the relevant trade and transaction reporting rules and requests for delivery and settlement.
This Regulation does not apply where a tender offer is made solely for the purpose of the Company buying in its own shares.
The percentage of shares in which a person is interested should be calculated by reference to the issued share capital at the time of the announcement of the tender offer after taking into account the latest published information; if, however, it is known at the time of the announcement that by the closing date of the tender offer the issued share capital will have changed, this must also be taken into account.
Where a tender offer is proposed for shares in the Company subject to another type of offer under the Regulations, the following matters will have to be considered:—
(a)    extension of the offer period in respect of the other offer;
(b)    circulation of the tender advertisement to all shareholders; and
(c)    disclosure of dealings by the offeror making the tender offer and any associates in the manner set out in Regulation 9.”.

25.    Regulations 39(1) to (5): The existing Regulations 39(1) to (5) inclusive should be re-numbered Regulations 39(2) to (6) inclusive and all cross references should be amended by replacing each reference to:
(i)    “39(1)” with “39(2)”; and
(ii)    “39(2)” with “39(3)”.
26.    Regulation 39(2)(f):  Delete the existing Regulation 39(2)(f) and re-number the existing Regulation 39(2)(g) as Regulation 39(3)(f).
27.    Regulation 39(6): Delete the existing Regulation 39(6).
PART XVII. DISCLOSURE OF INTERESTS IN SHARES
28.    Part XVII: Amend the title of this section by deleting “PART XVII. DISCLOSURE OF INTERESTS IN SHARES” and substituting “PART XVII. INFORMATION ABOUT INTERESTS IN SHARES”.
29.    Regulations 40 to 44:  Delete the existing Regulations 40 to 44 and insert new Regulations 40 and 41 as follows:
“40    INTERESTS IN SHARES: GENERAL
(1)    Determination of an interest
This Regulation 40 applies in determining for the purposes of this Part XVII whether a person has an interest in shares.
(2)    Restrictions on the exercise of rights ignored
A reference to an interest in shares is to be read as including an interest of any kind whatsoever in the shares; and accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
(3)    Beneficiary deemed to have an interest
Where property is held on trust and an interest in shares is comprised in the property, a beneficiary of the trust who apart from this paragraph does not have an interest in the shares is to be taken as having such an interest.
(4)    Deemed interest where not the registered holder
A person is taken to have an interest in shares if:—
(a)    he enters into a contract for their purchase by him (whether for cash or other consideration); or
(b)    not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or is entitled to control the exercise of any such right.
(5)    Further deemed interests
A person is taken to have an interest in shares if, otherwise than by virtue of having an interest under a trust:—
(a)    he has a right to call for delivery of the shares to himself or to his order; or
(b)    he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,
whether in any case the right or obligation is conditional or absolute.
(6)    Entitlement to exercise rights
For the purposes of Regulation 40(4)(b), a person is entitled to exercise or control the exercise of any right conferred by the holding of shares if he:—
(a)    has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b)    is under an obligation (whether so subject or not) the fulfilment of which would make him so entitled.
(7)    Joint interests
Persons having a joint interest are taken each of them to have that interest.
(8)    Unidentifiable interests
It is immaterial that shares in which a person has an interest are unidentifiable.
41    INTEREST IN SHARES: FAMILY AND CORPORATE INTERESTS
(1)    Interests of spouse, minor child or step-child
For the purposes of this Part XVII, a person is taken to be interested in any shares in which his spouse or any minor child or step-child of his is interested.
(2)    Shares in which a company is interested
For those purposes, a person is taken to be interested in shares if a company is interested in them and:—
(a)    that company or its directors are accustomed to act in accordance with his directions or instructions; or
(b)    he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that company.
(3)    Effective voting power
Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a company and that company is entitled to exercise or control the exercise of any of the voting power at general meetings of another company (“the effective voting power’’) then, for the purposes of Regulation 41(2)(b), the effective voting power is taken as exercisable by that person.
(4)    Entitlement to exercise voting power
For the purposes of Regulations 41(2) and 41(3), a person is entitled to exercise or control the exercise of voting power if:—
(a)    he has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b)    he is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.”.

30.    Regulation 45:  Re-number Regulation 45 as Regulation 42 and amend Regulation 45 by replacing each reference to “Regulation 45” with “Regulation 42”.
31.    Regulation 45: Amend the title of Regulation 45 by deleting “AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY” and substituting “INTEREST IN SHARES: AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY”.
32.    Regulation 45(1): Amend the heading of Regulation 45(1) by deleting “(1) Obligation of disclosure under such agreements” and substituting “(1) Obligation of disclosure under an agreement to acquire interests in the Company”.
33.    Regulation 45(5):  Delete Regulation 45(5) and re-number Regulation 45(6) as Regulation 42(5).
34.    Regulation 46: Re-number Regulation 46 as Regulation 43 and amend Regulation 46 by replacing each reference to:
(i)    “Regulation 44” with “Regulation 41”;
(ii)    “Regulation 45” with “Regulation 42”; and
(iii)    “Regulation 46” with “Regulation 43”.
35.    Regulation 46:  Amend the title of Regulation 46 by deleting “OBLIGATIONS OF DISCLOSURE ARISING UNDER REGULATION 45” and substituting “EXTENT OF OBLIGATION IN CASE OF SHARE ACQUISITION AGREEMENT”.
36.    Regulation 46(2): Amend Regulation 46(2) by deleting “, and also for those of Regulation 47”.
37.    Regulations 47 to 52: Delete Regulations 47 to 52.
38.    Regulation 53: Re-number Regulation 53 as Regulation 44 and amend Regulation 53 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”; and
(ii)    “Regulation 53” with “Regulation 44”.
39.    Regulation 53(1): Delete the words “by notice in writing require” and substitute in their place the words “give notice pursuant to the Bye-Laws of the Company as amended from time to time requiring”.
40.    Regulations 53(5) and 53(6): Delete Regulations 53(5) and 53(6) and insert a new Regulation 44(5) as follows:
“(5)    Extension to subscription rights
This Regulation 44 applies in relation to a person who has or previously had, or is or was entitled to acquire, a right to subscribe for shares in the Company which would on issue be comprised in relevant share capital of the Company as it applies in relation to a person who is or was interested in shares so comprised; and references above in this Regulation 44 to an interest in shares so comprised and to shares so comprised are to be read accordingly in any such case as including respectively any such right and shares which would on issue be so comprised.”.

41.    Regulation 54:  Re-number Regulation 54 as Regulation 45 and amend Regulation 54 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 54” with “Regulation 45”.
42.    Regulation 54(3): Delete the existing Regulation 54(3) and insert new Regulations 45(3) to 45(6) as follows:
“(3)    Time for fulfilment of an obligation
An obligation imposed by Regulation 45(1) must be fulfilled within the period of fifteen days next following the day on which it arises or within three days if the obligation arises within three days of the commencement of or during an offer period.
(4)    Notice of rights not affected
The Company is not, by virtue of anything done for the purposes of this Regulation 45, affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares.
(5)    Names to appear alphabetically
The register must be so made up that the names of persons entered on the register pursuant to Regulation 45(1) appear in chronological order, and, if there is more than one name relating to a particular date, such names should be listed alphabetically.
(6)    Register available for inspection
The register:—
(a)    must be kept at the registered office or principal place of business of the Company or such other place as the Board may determine, subject to the approval of the Authority; and
(b)    must be available for inspection in accordance with Regulation 49.”.

43.    Regulation 55:  Re-number Regulation 55 as Regulation 46 and amend Regulation 55 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”;
(ii)    “Regulation 54” with “Regulation 45”; and
(iii)    “Regulation 55(2)(a)” with “Regulation 46(2)”.
44.    Regulation 55(1):  Amend Regulation 55(1) by deleting from and including “, and, in addition, in the case of information entered pursuant to Regulations 52(1) and (2)” to the end of the sentence.
45.    Regulation 55(2):  Delete Regulation 55(2).
46.    Regulation 55(3):  Re-number the existing Regulation 55(3) as Regulation 46(2) and amend so that it reads as follows:
“(2)    Right to apply for removal of an entry
If a person in pursuance of an obligation imposed on him by this Part XVII gives to the Company the name and address of another person as being interested in shares in the Company, that other person may apply in writing to the Company for the removal of that entry from the register; and the Company must remove the entry if satisfied that the information in pursuance of which the entry was made was incorrect.”.

47.    Regulation 55(4): Re-number Regulation 55(4) as Regulation 46(3).
48.    Regulation 56: Re-number Regulation 56 as Regulation 47 and amend Regulation 56 by replacing each reference to:
(i)    “Regulation 55” with “Regulation 46”; and
(ii)    “Regulation 56” with “Regulation 47”.
49.    Regulation 57: Re-number Regulation 57 as Regulation 48 and amend Regulation 57 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 57” with “Regulation 48”.
50.    Regulation 58: Re-number Regulation 58 as Regulation 49.
51.    Regulation 59: Re-number Regulation 59 as Regulation 50.
52.    Regulation 59(1): Delete the definitions of “associated index”, “collective investment scheme”, “depositary receipt”, “derivatives”, “operator” and “unit” from Regulation 59(1), amend the definition of “register of interests in shares” so that it reads as follows:
““register of interests in shares” means the register of interests in shares, except where the context otherwise requires, that part of the register kept in pursuance of Regulation 45;”,
    and insert the following definitions, moving each insertion to its correct alphabetical position:
““agreement’’ includes any agreement or arrangement; and references in this Part XVII to provisions of an agreement:—
(a)    accordingly include undertakings, expectations or understandings operative under any arrangement; and
(b)    (without prejudice to the above) also include any provisions, whether express or implied and whether absolute or not;”;
““relevant share capital” means the Company’s issued share capital of a class carrying rights to vote in all circumstances at general meetings of the Company; and it is hereby declared for the avoidance of doubt that the temporary suspension of voting rights in respect of shares comprised in the issued share capital of the Company of any such class does not affect the application of this Part XVII in relation to interests in those or any other shares comprised in that class.”.

53.    Regulations 59(2) and 59(3): Delete Regulations 59(2) and 59(3) and re-number the existing Regulation 59(4) as Regulation 50(2).
54.    Regulation 60: Re-number Regulation 60 as Regulation 51.
55.    Regulation 61: Re-number Regulation 61 as Regulation 52.
56.    Regulation 62: Re-number Regulation 62 as Regulation 53.
APPENDICES
57.    Appendix 1:  Amend Appendix 1 by replacing each reference to:
(i)    “6(4)” with “6(1)”; and
(ii)    “Section 14(2)” with “Section 14”.
58.    Appendix 4: Amend Appendix 4 by replacing the reference to “Regulation 60” with “Regulation 51”.
SCHEDULE
Jardine Strategic Holdings Limited
The following further amendments to the Regulations are intended to correct the typographical errors included in the section 17 notice for Jardine Strategic Holdings Limited which was published in The Bermuda Sun on 6 June 2007:
1    Regulation 1(2): Amend the definition of “connected advisers” in Regulation 1(2) by inserting a hyphen after each of the following:
(i)    ““connected advisers” includes the following:”;
(ii)    “in relation to the offeror or the Company:”; and
(iii)    “an organisation which is advising that person either:”.
2    Regulation 1(2): Amend the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) by inserting a colon after “controls or is under the same control as”.
3    Regulation 1(2): Amend the definition of “connected fund manager” and “connected principal trader” in Regulation 1(2) by deleting the semi-colon at the end of “any connected adviser to any person in (i) or (ii)” and substituting a full stop.
4    Regulation 1(2): Amend the definition of “derivative” in Regulation 1(2) by inserting a full stop after the reference to “twenty per cent”.
5    Regulation 1(2): Amend the definition of “market-maker” by replacing each reference to “market-maker” with “principal trader” and moving the definition to its correct alphabetical position.
6    Regulation 1(3): Amend Regulation 1(3) by replacing each reference to “section 7(2)(v)” with “Section 7(2)(v)”.
7    Regulation 3(5): Amend Regulation 3(5) by inserting a semi-colon after the words “contractually entitled (whether or not conditionally) to acquire”.
8    Regulation 5(6): Amend Regulation 5(6) by replacing each reference to “market-maker” with “principal trader”.
9    Regulation 5(7): Amend Regulation 5(7) by replacing each reference to “market-maker” with “principal trader”.
10    Regulation 5(9): Amend Regulation 5(9) by replacing the reference to “stockbroker” with “corporate broker”.
11    Regulation 9(7): Amend Regulation 9(7) by inserting a colon after “in addition to any requirements referred to in Regulation 9(6)(a)”.
12    Regulation 9(8)(d): Amend Regulation 9(8) by replacing the reference to “Regulation (8)” with “Regulation 9(8)”.
13    Regulation 9(13): Amend Regulation 9(13) by inserting a hyphen after each of the following:
(i)    “that person must:”; and
(ii)    “the nature of the commitment or letter including:”.
14    Regulation 13(1): Amend Regulation 13(1) by replacing each reference to “preconditions” with “pre-conditions”.
15    Regulation 13(5): Amend Regulation 13(5) by inserting a colon after the words “unless the pre-condition”.
16    Regulation 13(6): Amend Regulation 13(6) by inserting a hyphen after “committed financing throughout the offer period, in which case:”.
17    Regulation 25(3): Amend Regulation 25(3) by replacing the reference to “(a)(iii) the shareholdings” with “(iii) the shareholdings”.
18    Regulation 25(3): Amend Regulation 25(3) by replacing each reference to “section 7(1)” with “Section 7(1)”.
19    Regulation 25(7): Amend Regulation 25(7) by inserting a colon after “(whether recommending acceptance or rejection of the offer) must contain”.
20    Regulation 26(9): Amend Regulation 26(9) by deleting the full stop after “Regulation 24(3)(1)” and substituting “; and”.
21    Regulation 38(3): Amend Regulation 38(3) by inserting a full stop after “unconditional as to acceptances”.
22    Regulation 38(5): Amend Regulation 38(5) by deleting “Dealings in relevant securities (as defined in Regulation 9) by a connected market-maker” and substituting “Dealings in relevant securities (as defined in Regulation 9), during the offer period, by a connected principal trader”.
23    Appendix 1:  Amend the title of Appendix 1 by replacing the reference to “10(7)(f)” with “10(1)(f)”.
24    Paragraph (3)(9) of Appendix I:  Amend Paragraph 3(9) of Appendix I by replacing the full stop at the end of “as there is no offer period” with a semi-colon.25    Paragraph (3)(12) of Appendix I:  Amend paragraph (3)(12) of Appendix I by deleting the reference to “(3)(12) Regulation 25(7)” and substituting “Regulation 25(7)”.
Made this 21st day of May, 2008
Alan Richardson
Chairman
Bermuda Monetary Authority
Matthew Elderfield
Chief Executive Officer
Bermuda Monetary Authority


BR 40/2008
THE HONGKONG LAND HOLDINGS LIMITED COMPANY ACT 1989
1989: 13
THE HONGKONG LAND HOLDINGS LIMITED AMENDMENT REGULATIONS 2008

The Bermuda Monetary Authority in exercise of the powers conferred upon it by section 16(2) of The Hongkong Land Holdings Limited Company Act 1989 makes the following regulations:  
These Regulations may be cited as The Hongkong Land Holdings Limited Amendment Regulations 2008 and shall come into force on the 30th of May 2008.
PART I. SHORT TITLE AND INTERPRETATION
1.    Regulation 1(2): Delete the definition of “connected advisers” in Regulation 1(2).
2.    Regulation 1(2):  Amend paragraph (ii) of the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) to read as follows:
“(ii)    the Company or any person acting in concert with the Company;”.
3.    Regulation 1(2): Amend the definition of “Regulatory Information Service” in Regulation 1(2) by deleting “Schedule 12” and substituting “Appendix 3”.
4.    Regulation 1(3)(g): Insert a new Regulation 1(3)(g) as follows:
“(g)    Unless the Authority determines otherwise, a person will be treated as acting in concert with an offeror or the Company by reason of giving an irrevocable commitment if either:—
(i)    the terms of the irrevocable commitment give the offeror or the Company (as the case may be) either the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to the shares or general control of them; or
(ii)    the person acquires more shares.”.

PART II. THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE
5.    Regulation 3(8)(a)(i): Amend Regulation 3(8)(a)(i) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART III. DEALINGS AND RESTRICTIONS ON THE ACQUISITION OF SHARES AND RIGHTS OVER SHARES
6.    Regulation 6: Delete the word “TIMING” in the title of Regulation 6.
7.    Regulation 6:  Delete the existing Regulations 6(1), 6(2) and 6(3), re-number the existing Regulations 6(4), 6(5), 6(6), 6(7) and 6(8) as Regulations 6(1), 6(2), 6(3), 6(4) and 6(5), update all cross references accordingly and make certain consequential changes such that the remaining re-numbered provisions of Regulation 6 read as follows:
“(1)    Exceptions to Section 13 of the Act
The following shall not be prohibited by Section 13 of the Act:—
(a)    the acquisition by an individual of shares or rights over shares:—
(i)    from another individual who is a close relative of the acquirer; or
(ii)    by transmission, inheritance or operation of law on the death of another individual; or
(iii)    as a result of a gift; or
(iv)    in his capacity as a trustee of a family trust, on his appointment as an additional or replacement trustee or on the retirement of an existing trustee or from a beneficiary of such family trust; or
(v)    in his capacity as a beneficiary of a family trust, on the vesting of an interest under such family trust;
(b)    the acquisition by a person of shares (whether of new shares by subscription or of existing shares) or rights over shares pursuant to the terms of a qualifying share scheme or upon the exercise of rights granted under a qualifying share scheme;
(c)    the acquisition by a company of shares or rights over shares from a company which is a member of the same group as the shareholder but, for these purposes, the word “group” shall be construed by reference to the definition of “control” contained in Section 6(1) of the Act and not by reference to the definition of “control” contained in Section 86(4) of the Companies Act;
(d)    the acquisition by a person of new shares or of rights to subscribe for new shares (other than the purchase of rights arising pursuant to a rights issue);
(e)    the acquisition by a person of securities convertible into new shares or rights to acquire new shares (other than acquisitions falling within Regulation 6(1)(b) or 6(1)(d)), which securities or rights do not themselves carry voting rights but the exercise of any such conversion or other rights shall be deemed to be, for the purposes of Section 13 of the Act and Regulations 6(1) to 6(5) (inclusive), an acquisition of the securities then acquired (at the date of exercise of the relevant rights) from a single shareholder;
(f)    the acquisition by a person of shares or rights over shares which has been approved by shareholders pursuant to Appendix 1;
(g)    the acquisition by a person of shares or rights over shares pursuant to a partial offer in accordance with Regulation 36;
(h)    the acquisition by a person of shares or rights over shares within the twenty-four hours preceding an announcement by that person of a firm intention to make an offer (whether or not the posting of the offer document is to be subject to a condition) if the offer is to be publicly recommended by, or the acquisition is made with the agreement of, the Board and the acquisition is conditional upon the announcement of the offer;
(i)    the acquisition by a person of shares or rights over shares, after that person has announced a firm intention to make an offer if the posting of the offer document is not, at the time of the acquisition, subject to a condition and:—
(i)    the acquisition is made with the agreement of the Board; or
(ii)    that offer or any competing offer has been publicly recommended by the Board, even if such recommendation is subsequently withdrawn; or
(iii)    the first closing date of that offer or any competing offer has passed; or
(iv)    that offer is unconditional in all respects;
(j)    the acquisition by a person of shares or rights over shares by way of acceptance of an offer;
(k)    the acquisition by a person (which for this purpose includes any person acting in concert with him) of shares or rights over shares at any time from a single shareholder if it is the only such acquisition within any period of seven days (unless the purchaser has announced a firm intention to make an offer, the posting of the offer document for which is not subject to a condition).
(2)    Calculation of the limits and application of Section 13 of the Act
(a)    The following shall not be taken into account in calculating whether the one per cent. limit in Section 13(b) of the Act has been exceeded:—
(i)    an acquisition which, by reason of Regulation 6(1), is not prohibited by Section 13 of the Act;
(ii)    an acquisition by a person who, immediately before such acquisition, owned, together with persons acting in concert with him, shares of the Company carrying less than thirty per cent. of the voting rights of the Company and all acquisitions made prior to any acquisition falling within this paragraph (ii);
(iii)    an acquisition by a person of shares or rights over shares as a result of an election by the person making the acquisition to receive shares credited as fully paid in lieu of a dividend which is otherwise to be paid in cash or as a result of such person not electing to receive cash in lieu of a dividend which is otherwise to be satisfied by an allotment of shares credited as fully paid;
(iv)    an acquisition by a person of shares or rights over shares before or during a mandatory general offer;
(v)    an acquisition by any person of shares or rights over shares following the issue of securities (whether for cash or non-cash consideration) or following the exercise of conversion or subscription rights to the extent that such shares or rights over shares restore the percentage level of such person’s (which for this purpose includes any person acting in concert with him) shares or rights over shares (relative to the relevant share capital or class of share capital) to no more than that pertaining before such issue or exercise and such acquisition is effected within twelve months of the relevant issue or exercise.
(b)    For the purposes of Section 13 of the Act and Regulation 6(1), in calculating whether any of the limits contained in Section 13 of the Act have been exceeded, if shares of the Company carrying voting rights have been allotted (even if provisionally) but have not yet been issued, such shares shall be included (but not if the person in relation to whom the limit is being calculated would, as a result of such inclusion, avoid exceeding such limit).
(3)    Single shareholder
(a)    In Regulation 6(1) unless the context otherwise requires, “single shareholder” includes a number of shareholders wishing to dispose of shares or rights over shares who are all close relatives or who are all members of a group of companies which is regarded as one for disclosure purposes under Regulations 41(2) to 41(4) so long as none of such shareholders is a principal trader.
(b)    In Regulation 6(1), “single shareholder” shall not include a principal trader or a fund manager who manages investments on behalf of a number of underlying clients (whether or not on a discretionary basis).
(4)    Permitted acquisitions from single shareholder
Neither a person who makes an acquisition from a single shareholder which would be prohibited by Section 13 of the Act were it not for Regulation 6(1)(k) nor any person acting in concert with such a person may make any further acquisitions of shares carrying voting rights in the Company, or rights over such shares, except:—
(a)    in the circumstances set out in Regulations 6(1)(a), 6(1)(b), 6(1)(c), 6(1)(f), 6(1)(g), 6(1)(h), 6(1)(i) and 6(1)(j) or Regulations 6(2)(a)(iii) and (v); or
(b)    following the making by that person or a person acting in concert with him of a general offer for shares of the Company which subsequently lapses; or
(c)    following that person and persons acting in concert with him ceasing to own shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company (in which case he will become subject to Section 13(a) of the Act); or
(d)    if that person and persons acting in concert with him owned shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company prior to the acquisition from the single shareholder and the aggregate of the acquisitions of shares and rights over shares in the previous twelve months by that person and persons acting in concert with him falls to less than one per cent. (in which case he will become subject to Section 13(b) of the Act);
(e)    in the case of a person receiving his entitlement of shares through a rights or scrip issue, as long as that person does not increase his percentage of the voting rights in the Company.
(5)    Notification of acquisitions from single shareholder
A person who makes an acquisition of shares carrying voting rights in the Company, or rights over such shares, from a single shareholder that would be prohibited by Section 13 of the Act were it not for Regulation 6(1)(k) must notify that acquisition and his consequent total holding of shares and rights over shares to the Company, to one of the Regulatory Information Services and to the Authority not later than 12 noon on the business day following the actual date of the acquisition.  The notification must distinguish between shares and rights over shares, specifying the nature of any rights concerned and giving the relevant numbers and the resulting holding in each case.  In addition, such person must comply with the disclosure requirements of any other Exchange on which the Company’s shares are then listed.”.
8.    Regulation 9(13):  Insert the following as a new paragraph at the end of Regulation 9(13):
“See also Regulation 1(3)(g).”.

PART VII. CONDUCT DURING THE OFFER
9.    Regulation 21(2)(i): Amend Regulation 21(2)(i) by changing the full stop at the end of Regulation 21(2)(i) to a semi-colon.
10.    Regulation 21(2)(j): Insert a new Regulation 21(2)(j) as follows:
“(j)    any proposed action by the Board where the decision by the Board to take the proposed action had been taken prior to the announcement, or communication to the Board, of an intention to make a bona fide offer and prior to the Board first having reason to believe that such an offer might be imminent, and which:—
(i)    has been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j); or
(ii)    has not been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j) but is in the ordinary course of business, and any matter falling for decision by resolution of the Board shall be deemed to be outside the ordinary course of business for the purposes of this Regulation.”.

11.    Regulation 21(6)(c):  Amend Regulation 21(6)(c) by replacing the reference to “6(4)” with “6(1)”.
12.    Regulation 21(7):  Insert a new Regulation 21(7) as follows:
“(7)    Shares carrying more than fifty per cent. of the voting rights
The requirement for a general meeting under Section 11 and this Regulation 21 shall not apply and shall be deemed waived where the holders of any shares carrying more than fifty per cent. of the voting rights state in writing that they approve the action proposed and would vote in favour of any resolution to that effect proposed at a general meeting.”.

PART VIII. DOCUMENTS FROM THE OFFEROR AND THE BOARD
13.    Regulation 25(3)(a)(vii):  Amend Regulation 25(3)(a)(vii) by deleting the words “the directors of” after “a person acting in concert with”.
PART XI. TIMING AND REVISION
14.    Regulation 30(3):  Insert a new Regulation 30(3) as follows:
“(3)    Making documents and information available to shareholders
The requirements under Regulations 3(6), 20(1), 23, 30(1), 30(2) and 32(1) to provide information or to send or make documents available to shareholders of the Company apply in respect of all such shareholders, wherever they are located, subject to the remaining provisions of this Regulation 30(3) set out below.
Save in relation to the provision of information or the sending or making available of documents to shareholders of the Company located in any EEA Member State, Hong Kong or Singapore, where local laws or regulations of a particular jurisdiction may result in a significant risk of civil, regulatory or, particularly, criminal exposure for the offeror or the Company if the information or documentation is sent or made available to shareholders in that jurisdiction without any amendment, and unless they can avoid such exposure by making minor amendments to the information being provided or documents being sent or made available either:—
(a)    the offeror or the Company need not provide such information or send or make such information or documents available to registered shareholders of the Company who are located in that jurisdiction if less than three per cent. of the shares of the Company are held by registered shareholders located there at the date on which the information is to be provided or the information or documents are to be sent or made available (and there is no need to consult the Authority in these circumstances); or
(b)    in all other cases, the Authority may grant a dispensation where it would be proportionate in the circumstances to do so having regard, notably, to the cost involved, any resulting delay to the transaction timetable, the number of registered shareholders in the relevant jurisdiction, the number of shares involved and any other factors invoked by or views put forward by the offeror or the Company.”.

PART XII. RESTRICTIONS FOLLOWING OFFERS AND POSSIBLE OFFERS
15.    Regulation 35(1)(a): Amend Regulation 35(1)(a) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
16.    Regulation 35(2)(i): Amend Regulation 35(2)(i) by deleting “for” at the front of the paragraph and substituting “which could result in the offeror and persons acting in concert with it holding”.
17.    Regulation 35(2): Amend the last paragraph of Regulation 35(2) by inserting after the words “result in” the words “the offeror and persons acting in concert with it having”.
PART XIII. PARTIAL OFFERS
18.    Regulation 36(2): Amend Regulation 36(2) by inserting the words “and persons acting in concert with it” after the reference to “offeror” in the first line.
19.    Regulation 36(3): Delete the second paragraph of Regulation 36(3).
20.    Regulation 36(4): Amend Regulation 36(4) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
21.    Regulation 36(5): Amend Regulation 36(5) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
22.    Regulation 36(6): Amend Regulation 36(6) to read as follows:
“(6)    Health warning
In the case of a partial offer which could result in the offeror, either alone or with persons acting in concert with it, holding shares carrying over forty-nine per cent. of the voting rights of the Company, the offer document must contain specific and prominent reference to this and to the fact that, if the offer succeeds, the offeror or, where appropriate, the offeror and persons acting in concert with it, will be free, subject to Regulation 36(3), to acquire further shares without incurring any obligation to make a mandatory general offer.”.

23.    Regulation 36(8): Amend Regulation 36(8) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART XVI. TENDER OFFERS
24.    Regulation 39(1): Insert a new Regulation 39(1) as follows:
“(1)    Introduction
A tender offer may be made instead of a partial offer where the tender offer could not result in the offeror holding shares carrying thirty per cent. or more of the voting rights of the Company or the tender offer is by a person controlling the majority of the voting rights of a Company and is for less than all of the shares carrying the voting rights held by the minority. Such a tender offer must be conducted in accordance with this Regulation 39.
Where a tender offer to which this Regulation applies is made on the Primary Exchange, this Regulation takes precedence over any requirements of the Primary Exchange for the conduct of tender offers. However, the resulting transactions will be subject to the relevant trade and transaction reporting rules and requests for delivery and settlement.
This Regulation does not apply where a tender offer is made solely for the purpose of the Company buying in its own shares.
The percentage of shares in which a person is interested should be calculated by reference to the issued share capital at the time of the announcement of the tender offer after taking into account the latest published information; if, however, it is known at the time of the announcement that by the closing date of the tender offer the issued share capital will have changed, this must also be taken into account.
Where a tender offer is proposed for shares in the Company subject to another type of offer under the Regulations, the following matters will have to be considered:—
(a)    extension of the offer period in respect of the other offer;
(b)    circulation of the tender advertisement to all shareholders; and
(c)    disclosure of dealings by the offeror making the tender offer and any associates in the manner set out in Regulation 9.”
.
25.    Regulations 39(1) to (5): The existing Regulations 39(1) to (5) inclusive should be re-numbered Regulations 39(2) to (6) inclusive and all cross references should be amended by replacing each reference to:
(i)    “39(1)” with “39(2)”; and
(ii)    “39(2)” with “39(3)”.
26.    Regulation 39(2)(f):  Delete the existing Regulation 39(2)(f) and re-number the existing Regulation 39(2)(g) as Regulation 39(3)(f).
27.    Regulation 39(6): Delete the existing Regulation 39(6).
PART XVII. DISCLOSURE OF INTERESTS IN SHARES
28.    Part XVII: Amend the title of this section by deleting “PART XVII. DISCLOSURE OF INTERESTS IN SHARES” and substituting “PART XVII. INFORMATION ABOUT INTERESTS IN SHARES”.
29.    Regulations 40 to 44:  Delete the existing Regulations 40 to 44 and insert new Regulations 40 and 41 as follows:
“40    INTERESTS IN SHARES: GENERAL
(1)    Determination of an interest
This Regulation 40 applies in determining for the purposes of this Part XVII whether a person has an interest in shares.
(2)    Restrictions on the exercise of rights ignored
A reference to an interest in shares is to be read as including an interest of any kind whatsoever in the shares; and accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
(3)    Beneficiary deemed to have an interest
Where property is held on trust and an interest in shares is comprised in the property, a beneficiary of the trust who apart from this paragraph does not have an interest in the shares is to be taken as having such an interest.
(4)    Deemed interest where not the registered holder
A person is taken to have an interest in shares if:—
(a)    he enters into a contract for their purchase by him (whether for cash or other consideration); or
(b)    not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or is entitled to control the exercise of any such right.
(5)    Further deemed interests
A person is taken to have an interest in shares if, otherwise than by virtue of having an interest under a trust:—
(a)    he has a right to call for delivery of the shares to himself or to his order; or
(b)    he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,
whether in any case the right or obligation is conditional or absolute.
(6)    Entitlement to exercise rights
For the purposes of Regulation 40(4)(b), a person is entitled to exercise or control the exercise of any right conferred by the holding of shares if he:—
(a)    has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b)    is under an obligation (whether so subject or not) the fulfilment of which would make him so entitled.
(7)    Joint interests
Persons having a joint interest are taken each of them to have that interest.
(8)    Unidentifiable interests
It is immaterial that shares in which a person has an interest are unidentifiable.
41    INTEREST IN SHARES: FAMILY AND CORPORATE INTERESTS
(1)    Interests of spouse, minor child or step-child
For the purposes of this Part XVII, a person is taken to be interested in any shares in which his spouse or any minor child or step-child of his is interested.
(2)    Shares in which a company is interested
For those purposes, a person is taken to be interested in shares if a company is interested in them and:—
(a)    that company or its directors are accustomed to act in accordance with his directions or instructions; or
(b)    he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that company.
(3)    Effective voting power
Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a company and that company is entitled to exercise or control the exercise of any of the voting power at general meetings of another company (“the effective voting power’’) then, for the purposes of Regulation 41(2)(b), the effective voting power is taken as exercisable by that person.
(4)    Entitlement to exercise voting power
For the purposes of Regulations 41(2) and 41(3), a person is entitled to exercise or control the exercise of voting power if:—
(a)    he has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
b)    he is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.”.

30.    Regulation 45:  Re-number Regulation 45 as Regulation 42 and amend Regulation 45 by replacing each reference to “Regulation 45” with “Regulation 42”.
31.    Regulation 45: Amend the title of Regulation 45 by deleting “AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY” and substituting “INTEREST IN SHARES: AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY”.
32.    Regulation 45(1): Amend the heading of Regulation 45(1) by deleting “(1) Obligation of disclosure under such agreements” and substituting “(1) Obligation of disclosure under an agreement to acquire interests in the Company”.
33.    Regulation 45(5):  Delete Regulation 45(5) and re-number Regulation 45(6) as Regulation 42(5).
34.    Regulation 46: Re-number Regulation 46 as Regulation 43 and amend Regulation 46 by replacing each reference to:
(i)    “Regulation 44” with “Regulation 41”;
(ii)    “Regulation 45” with “Regulation 42”; and
(iii)    “Regulation 46” with “Regulation 43”.
35.    Regulation 46:  Amend the title of Regulation 46 by deleting “OBLIGATIONS OF DISCLOSURE ARISING UNDER REGULATION 45” and substituting “EXTENT OF OBLIGATION IN CASE OF SHARE ACQUISITION AGREEMENT”.
36.    Regulation 46(2): Amend Regulation 46(2) by deleting “, and also for those of Regulation 47”.
37.    Regulations 47 to 52: Delete Regulations 47 to 52.
38.    Regulation 53: Re-number Regulation 53 as Regulation 44 and amend Regulation 53 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”; and
(ii)    “Regulation 53” with “Regulation 44”.
39.    Regulation 53(1): Delete the words “by notice in writing require” and substitute in their place the words “give notice pursuant to the Bye-Laws of the Company as amended from time to time requiring”.
40.    Regulations 53(5) and 53(6): Delete Regulations 53(5) and 53(6) and insert a new Regulation 44(5) as follows:
“(5)    Extension to subscription rights
This Regulation 44 applies in relation to a person who has or previously had, or is or was entitled to acquire, a right to subscribe for shares in the Company which would on issue be comprised in relevant share capital of the Company as it applies in relation to a person who is or was interested in shares so comprised; and references above in this Regulation 44 to an interest in shares so comprised and to shares so comprised are to be read accordingly in any such case as including respectively any such right and shares which would on issue be so comprised.”.
41.    Regulation 54:  Re-number Regulation 54 as Regulation 45 and amend Regulation 54 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 54” with “Regulation 45”.
42.    Regulation 54(3): Delete the existing Regulation 54(3) and insert new Regulations 45(3) to 45(6) as follows:
“(3)    Time for fulfilment of an obligation
An obligation imposed by Regulation 45(1) must be fulfilled within the period of fifteen days next following the day on which it arises or within three days if the obligation arises within three days of the commencement of or during an offer period.
(4)    Notice of rights not affected
The Company is not, by virtue of anything done for the purposes of this Regulation 45, affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares.
(5)    Names to appear alphabetically
The register must be so made up that the names of persons entered on the register pursuant to Regulation 45(1) appear in chronological order, and, if there is more than one name relating to a particular date, such names should be listed alphabetically.
(6)    Register available for inspection
The register:—
(a)    must be kept at the registered office or principal place of business of the Company or such other place as the Board may determine, subject to the approval of the Authority; and
(b)    must be available for inspection in accordance with Regulation 49.”.

43.    Regulation 55:  Re-number Regulation 55 as Regulation 46 and amend Regulation 55 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”;
(ii)    “Regulation 54” with “Regulation 45”; and
(iii)    “Regulation 55(2)(a)” with “Regulation 46(2)”.
44.    Regulation 55(1):  Amend Regulation 55(1) by deleting from and including “, and, in addition, in the case of information entered pursuant to Regulations 52(1) and (2)” to the end of the sentence.
45.    Regulation 55(2):  Delete Regulation 55(2).
46.    Regulation 55(3):  Re-number the existing Regulation 55(3) as Regulation 46(2) and amend so that it reads as follows:
“(2)    Right to apply for removal of an entry
If a person in pursuance of an obligation imposed on him by this Part XVII gives to the Company the name and address of another person as being interested in shares in the Company, that other person may apply in writing to the Company for the removal of that entry from the register; and the Company must remove the entry if satisfied that the information in pursuance of which the entry was made was incorrect.”.

47.    Regulation 55(4): Re-number Regulation 55(4) as Regulation 46(3).
48.    Regulation 56: Re-number Regulation 56 as Regulation 47 and amend Regulation 56 by replacing each reference to:
(i)    “Regulation 55” with “Regulation 46”; and
(ii)    “Regulation 56” with “Regulation 47”.
49.    Regulation 57: Re-number Regulation 57 as Regulation 48 and amend Regulation 57 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 57” with “Regulation 48”.
50.    Regulation 58: Re-number Regulation 58 as Regulation 49.
51.    Regulation 59: Re-number Regulation 59 as Regulation 50.
52.    Regulation 59(1): Delete the definitions of “associated index”, “collective investment scheme”, “depositary receipt”, “derivatives”, “operator” and “unit” from Regulation 59(1), amend the definition of “register of interests in shares” so that it reads as follows:
““register of interests in shares” means the register of interests in shares, except where the context otherwise requires, that part of the register kept in pursuance of Regulation 45;”,
    and insert the following definitions, moving each insertion to its correct alphabetical position:
““agreement’’ includes any agreement or arrangement; and references in this Part XVII to provisions of an agreement:—
(a)    accordingly include undertakings, expectations or understandings operative under any arrangement; and
(b)    (without prejudice to the above) also include any provisions, whether express or implied and whether absolute or not;”;
““relevant share capital” means the Company’s issued share capital of a class carrying rights to vote in all circumstances at general meetings of the Company; and it is hereby declared for the avoidance of doubt that the temporary suspension of voting rights in respect of shares comprised in the issued share capital of the Company of any such class does not affect the application of this Part XVII in relation to interests in those or any other shares comprised in that class.”.

53.    Regulations 59(2) and 59(3): Delete Regulations 59(2) and 59(3) and re-number the existing Regulation 59(4) as Regulation 50(2).
54.    Regulation 60: Re-number Regulation 60 as Regulation 51.
55.    Regulation 61: Re-number Regulation 61 as Regulation 52.
56.    Regulation 62: Re-number Regulation 62 as Regulation 53.
APPENDICES
57.    Appendix 1:  Amend Appendix 1 by replacing each reference to:
(i)    “6(4)” with “6(1)”; and
(ii)    “Section 13(2)” with “Section 13”.
58.    Appendix 4: Amend Appendix 4 by replacing the reference to “Regulation 60” with “Regulation 51”.
SCHEDULE
Hongkong Land Holdings Limited
The following further amendments to the Regulations are intended to correct the typographical errors included in the section 16 notice for Hongkong Land Holdings Limited which was published in The Bermuda Sun on 6 June 2007:
1    Regulation 1(2): Amend the definition of “connected advisers” in Regulation 1(2) by inserting a hyphen after each of the following:
(i)    ““connected advisers” includes the following:”;
(ii)    “in relation to the offeror or the Company:”; and
(iii)    “an organisation which is advising that person either:”.
2    Regulation 1(2): Amend Regulation 1(2) by replacing each reference to either “section 7” or “Section 7” with “Section 6”.
3    Regulation 1(2): Amend the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) by inserting a colon after “controls or is under the same control as”.
4    Regulation 1(2): Amend the definition of “connected fund manager” and “connected principal trader” in Regulation 1(2) by deleting the semi-colon at the end of “any connected adviser to any person in (i) or (ii)” and substituting a full stop.
5    Regulation 1(2): Amend the definition of “derivative” in Regulation 1(2) by inserting a full stop after the reference to “twenty per cent”.
6    Regulation 1(2): Amend the definition of “market-maker” by replacing each reference to “market-maker” with “principal trader” and moving the definition to its correct alphabetical position.
7    Regulation 1(3): Amend Regulation 1(3) by replacing each reference to either “section 7” or “Section 7” with “Section 6”.
8    Regulation 1(3): Amend Regulation 1(3) by replacing each reference to “section 7(2)(v)” with “Section 6(2)(v)”.
9    Regulation 3(5): Amend Regulation 3(5) by inserting a semi-colon after the words “contractually entitled (whether or not conditionally) to acquire”.
10    Regulation 5(6): Amend Regulation 5(6) by replacing each reference to “market-maker” with “principal trader”.
11    Regulation 5(7): Amend Regulation 5(7) by replacing each reference to “market-maker” with “principal trader”.
12    Regulation 5(9): Amend Regulation 5(9) by replacing the reference to “stockbroker” with “corporate broker”.
13    Regulation 9(7): Amend Regulation 9(7) by inserting a colon after “in addition to any requirements referred to in Regulation 9(6)(a)”.
14    Regulation 9(8)(d): Amend Regulation 9(8) by replacing the reference to “Regulation (8)” with “Regulation 9(8)”.
15    Regulation 9(13): Amend Regulation 9(13) by inserting a hyphen after each of the following:
(i)    “that person must:”; and
(ii)    “the nature of the commitment or letter including:”.
16    Regulation 13(1): Amend Regulation 13(1) by replacing each reference to “preconditions” with “pre-conditions”.
17    Regulation 13(5): Amend Regulation 13(5) by inserting a colon after the words “unless the pre-condition”.
18    Regulation 13(6): Amend Regulation 13(6) by inserting a hyphen after “committed financing throughout the offer period, in which case:”.
19    Regulation 25(3): Amend Regulation 25(3) by replacing the reference to “(a)(iii) the shareholdings” with “(iii) the shareholdings”.
20    Regulation 25(3): Amend Regulation 25(3) by replacing each reference to either “section 7” or “Section 7” with “Section 6”.
21    Regulation 25(7): Amend Regulation 25(7) by inserting a colon after “(whether recommending acceptance or rejection of the offer) must contain”.
22    Regulation 26(9): Amend Regulation 26(9) by deleting the full stop after “Regulation 24(3)(1)” and substituting “; and”.
23    Regulation 38(3): Amend Regulation 38(3) by inserting a full stop after “unconditional as to acceptances”.
24    Regulation 38(5): Amend Regulation 38(5) by deleting “Dealings in relevant securities (as defined in Regulation 9) by a connected market-maker” and substituting “Dealings in relevant securities (as defined in Regulation 9), during the offer period, by a connected principal trader”.
25    Appendix 1:  Amend the title of Appendix 1 by replacing the reference to “10(7)(f)” with “10(1)(f)”.
26    Paragraph (3)(9) of Appendix I:  Amend Paragraph 3(9) of Appendix I by replacing the full stop at the end of “as there is no offer period” with a semi-colon.
27    Paragraph (3)(12) of Appendix I:  Amend paragraph (3)(12) of Appendix I by deleting the reference to “(3)(12) Regulation 25(7)” and substituting “Regulation 25(7)”.
Made this 21st day of May, 2008
Alan Richardson
Chairman
Bermuda Monetary Authority
Matthew Elderfield
Chief Executive Officer
Bermuda Monetary Authority


BR 41/2008
THE MANDARIN ORIENTAL
INTERNATIONAL LIMITED
CONSOLIDATION AND AMENDMENT ACT 1988
1988: 36
THE MANDARIN ORIENTAL INTERNATIONAL LIMITED AMENDMENT REGULATIONS 2008

The Bermuda Monetary Authority in exercise of the powers conferred upon it by section 17(2) of The Mandarin Oriental International Limited Consolidation and Amendment Act 1988 makes the following regulations:
These Regulations may be cited as The Mandarin Oriental International Limited Amendment Regulations 2008 and shall come into force on the 30th of May 2008.
PART I. SHORT TITLE AND INTERPRETATION
1.    Regulation 1(2): Delete the definition of “connected advisers” in Regulation 1(2).
2.    Regulation 1(2):  Amend paragraph (ii) of the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) to read as follows:
“(ii)    the Company or any person acting in concert with the Company;”.
3.    Regulation 1(2): Amend the definition of “Regulatory Information Service” in Regulation 1(2) by deleting “Schedule 12” and substituting “Appendix 3”.
4.    Regulation 1(3)(g): Insert a new Regulation 1(3)(g) as follows:
“(g)    Unless the Authority determines otherwise, a person will be treated as acting in concert with an offeror or the Company by reason of giving an irrevocable commitment if either:
(i)    the terms of the irrevocable commitment give the offeror or the Company (as the case may be) either the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to the shares or general control of them; or
(ii)    the person acquires more shares.”.

PART II. THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE
5.    Regulation 3(8)(a)(i): Amend Regulation 3(8)(a)(i) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART III. DEALINGS AND RESTRICTIONS ON THE ACQUISITION OF SHARES AND RIGHTS OVER SHARES
6.    Regulation 6: Delete the word “TIMING” in the title of Regulation 6.
7.    Regulation 6:  Delete the existing Regulations 6(1), 6(2) and 6(3), re-number the existing Regulations 6(4), 6(5), 6(6), 6(7) and 6(8) as Regulations 6(1), 6(2), 6(3), 6(4) and 6(5), update all cross references accordingly and make certain consequential changes such that the remaining re-numbered provisions of Regulation 6 read as follows:
“(1)    Exceptions to Section 14 of the Act
The following shall not be prohibited by Section 14 of the Act:-
(a)    the acquisition by an individual of shares or rights over shares:-
(i)    from another individual who is a close relative of the acquirer; or
(ii)    by transmission, inheritance or operation of law on the death of another individual; or
(iii)    as a result of a gift; or
(iv)    in his capacity as a trustee of a family trust, on his appointment as an additional or replacement trustee or on the retirement of an existing trustee or from a beneficiary of such family trust; or
(v)    in his capacity as a beneficiary of a family trust, on the vesting of an interest under such family trust;
(b)    the acquisition by a person of shares (whether of new shares by subscription or of existing shares) or rights over shares pursuant to the terms of a qualifying share scheme or upon the exercise of rights granted under a qualifying share scheme;
(c)    the acquisition by a company of shares or rights over shares from a company which is a member of the same group as the shareholder but, for these purposes, the word “group” shall be construed by reference to the definition of “control” contained in Section 7(1) of the Act and not by reference to the definition of “control” contained in Section 86(4) of the Companies Act;
(d)    the acquisition by a person of new shares or of rights to subscribe for new shares (other than the purchase of rights arising pursuant to a rights issue);
(e)    the acquisition by a person of securities convertible into new shares or rights to acquire new shares (other than acquisitions falling within Regulation 6(1)(b) or 6(1)(d)), which securities or rights do not themselves carry voting rights but the exercise of any such conversion or other rights shall be deemed to be, for the purposes of Section 14 of the Act and Regulations 6(1) to 6(5) (inclusive), an acquisition of the securities then acquired (at the date of exercise of the relevant rights) from a single shareholder;
(f)    the acquisition by a person of shares or rights over shares which has been approved by shareholders pursuant to Appendix 1;
(g)    the acquisition by a person of shares or rights over shares pursuant to a partial offer in accordance with Regulation 36;
(h)    the acquisition by a person of shares or rights over shares within the twenty-four hours preceding an announcement by that person of a firm intention to make an offer (whether or not the posting of the offer document is to be subject to a condition) if the offer is to be publicly recommended by, or the acquisition is made with the agreement of, the Board and the acquisition is conditional upon the announcement of the offer;
(i)    the acquisition by a person of shares or rights over shares, after that person has announced a firm intention to make an offer if the posting of the offer document is not, at the time of the acquisition, subject to a condition and:-
(i)    the acquisition is made with the agreement of the Board; or
(ii)    that offer or any competing offer has been publicly recommended by the Board, even if such recommendation is subsequently withdrawn; or
(iii)    the first closing date of that offer or any competing offer has passed; or
(iv)    that offer is unconditional in all respects;
(j)    the acquisition by a person of shares or rights over shares by way of acceptance of an offer;
(k)    the acquisition by a person (which for this purpose includes any person acting in concert with him) of shares or rights over shares at any time from a single shareholder if it is the only such acquisition within any period of seven days (unless the purchaser has announced a firm intention to make an offer, the posting of the offer document for which is not subject to a condition).
(2)    Calculation of the limits and application of Section 14 of the Act
(a)    The following shall not be taken into account in calculating whether the one per cent. limit in Section 14(b) of the Act has been exceeded:-
(i)    an acquisition which, by reason of Regulation 6(1), is not prohibited by Section 14 of the Act;
(ii)    an acquisition by a person who, immediately before such acquisition, owned, together with persons acting in concert with him, shares of the Company carrying less than thirty per cent. of the voting rights of the Company and all acquisitions made prior to any acquisition falling within this paragraph (ii);
(iii)    an acquisition by a person of shares or rights over shares as a result of an election by the person making the acquisition to receive shares credited as fully paid in lieu of a dividend which is otherwise to be paid in cash or as a result of such person not electing to receive cash in lieu of a dividend which is otherwise to be satisfied by an allotment of shares credited as fully paid;
(iv)    an acquisition by a person of shares or rights over shares before or during a mandatory general offer;
(v)    an acquisition by any person of shares or rights over shares following the issue of securities (whether for cash or non-cash consideration) or following the exercise of conversion or subscription rights to the extent that such shares or rights over shares restore the percentage level of such person’s (which for this purpose includes any person acting in concert with him) shares or rights over shares (relative to the relevant share capital or class of share capital) to no more than that pertaining before such issue or exercise and such acquisition is effected within twelve months of the relevant issue or exercise.
(b)    For the purposes of Section 14 of the Act and Regulation 6(1), in calculating whether any of the limits contained in Section 14 of the Act have been exceeded, if shares of the Company carrying voting rights have been allotted (even if provisionally) but have not yet been issued, such shares shall be included (but not if the person in relation to whom the limit is being calculated would, as a result of such inclusion, avoid exceeding such limit).
(3)    Single shareholder
(a)    In Regulation 6(1) unless the context otherwise requires, “single shareholder” includes a number of shareholders wishing to dispose of shares or rights over shares who are all close relatives or who are all members of a group of companies which is regarded as one for disclosure purposes under Regulations 41(2) to 41(4) so long as none of such shareholders is a principal trader.
(b)    In Regulation 6(1), “single shareholder” shall not include a principal trader or a fund manager who manages investments on behalf of a number of underlying clients (whether or not on a discretionary basis).
(4)    Permitted acquisitions from single shareholder
Neither a person who makes an acquisition from a single shareholder which would be prohibited by Section 14 of the Act were it not for Regulation 6(1)(k) nor any person acting in concert with such a person may make any further acquisitions of shares carrying voting rights in the Company, or rights over such shares, except:-
(a)    in the circumstances set out in Regulations 6(1)(a), 6(1)(b), 6(1)(c), 6(1)(f), 6(1)(g), 6(1)(h), 6(1)(i) and 6(1)(j) or Regulations 6(2)(a)(iii) and (v); or
(b)    following the making by that person or a person acting in concert with him of a general offer for shares of the Company which subsequently lapses; or
(c)    following that person and persons acting in concert with him ceasing to own shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company (in which case he will become subject to Section 14(a) of the Act); or
(d)    if that person and persons acting in concert with him owned shares and rights over shares carrying thirty per cent. or more of the voting rights of the Company prior to the acquisition from the single shareholder and the aggregate of the acquisitions of shares and rights over shares in the previous twelve months by that person and persons acting in concert with him falls to less than one per cent. (in which case he will become subject to Section 14(b) of the Act);
(e)    in the case of a person receiving his entitlement of shares through a rights or scrip issue, as long as that person does not increase his percentage of the voting rights in the Company.
(5)    Notification of acquisitions from single shareholder
A person who makes an acquisition of shares carrying voting rights in the Company, or rights over such shares, from a single shareholder that would be prohibited by Section 14 of the Act were it not for Regulation 6(1)(k) must notify that acquisition and his consequent total holding of shares and rights over shares to the Company, to one of the Regulatory Information Services and to the Authority not later than 12 noon on the business day following the actual date of the acquisition.  The notification must distinguish between shares and rights over shares, specifying the nature of any rights concerned and giving the relevant numbers and the resulting holding in each case.  In addition, such person must comply with the disclosure requirements of any other Exchange on which the Company’s shares are then listed.”.

8.    Regulation 9(13):  Insert the following as a new paragraph at the end of Regulation 9(13):
“See also Regulation 1(3)(g).”.
PART VII. CONDUCT DURING THE OFFER
9.    Regulation 21(2)(i): Amend Regulation 21(2)(i) by changing the full stop at the end of Regulation 21(2)(i) to a semi-colon.
10.    Regulation 21(2)(j): Insert a new Regulation 21(2)(j) as follows:
“(j)    any proposed action by the Board where the decision by the Board to take the proposed action had been taken prior to the announcement, or communication to the Board, of an intention to make a bona fide offer and prior to the Board first having reason to believe that such an offer might be imminent, and which:
(i)    has been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j); or
(ii)    has not been partly or fully implemented before the beginning of the period referred to above in this Regulation 21(2)(j) but is in the ordinary course of business, and any matter falling for decision by resolution of the Board shall be deemed to be outside the ordinary course of business for the purposes of this Regulation.”.

11.    Regulation 21(6)(c):  Amend Regulation 21(6)(c) by replacing the reference to “6(4)” with “6(1)”.
12.    Regulation 21(7):  Insert a new Regulation 21(7) as follows:
“(7)    Shares carrying more than fifty per cent. of the voting rights
The requirement for a general meeting under Section 12 and this Regulation 21 shall not apply and shall be deemed waived where the holders of any shares carrying more than fifty per cent. of the voting rights state in writing that they approve the action proposed and would vote in favour of any resolution to that effect proposed at a general meeting.”.

PART VIII. DOCUMENTS FROM THE OFFEROR AND THE BOARD
13.    Regulation 25(3)(a)(vii):  Amend Regulation 25(3)(a)(vii) by deleting the words “the directors of” after “a person acting in concert with”.
PART XI. TIMING AND REVISION
14.    Regulation 30(3):  Insert a new Regulation 30(3) as follows:
“(3)    Making documents and information available to shareholders
The requirements under Regulations 3(6), 20(1), 23, 30(1), 30(2) and 32(1) to provide information or to send or make documents available to shareholders of the Company apply in respect of all such shareholders, wherever they are located, subject to the remaining provisions of this Regulation 30(3) set out below.
Save in relation to the provision of information or the sending or making available of documents to shareholders of the Company located in any EEA Member State, Hong Kong or Singapore, where local laws or regulations of a particular jurisdiction may result in a significant risk of civil, regulatory or, particularly, criminal exposure for the offeror or the Company if the information or documentation is sent or made available to shareholders in that jurisdiction without any amendment, and unless they can avoid such exposure by making minor amendments to the information being provided or documents being sent or made available either:
(a)    the offeror or the Company need not provide such information or send or make such information or documents available to registered shareholders of the Company who are located in that jurisdiction if less than three per cent. of the shares of the Company are held by registered shareholders located there at the date on which the information is to be provided or the information or documents are to be sent or made available (and there is no need to consult the Authority in these circumstances); or
(b)    in all other cases, the Authority may grant a dispensation where it would be proportionate in the circumstances to do so having regard, notably, to the cost involved, any resulting delay to the transaction timetable, the number of registered shareholders in the relevant jurisdiction, the number of shares involved and any other factors invoked by or views put forward by the offeror or the Company.”.

PART XII. RESTRICTIONS FOLLOWING OFFERS AND POSSIBLE OFFERS
15.    Regulation 35(1)(a): Amend Regulation 35(1)(a) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
16.    Regulation 35(2)(i): Amend Regulation 35(2)(i) by deleting “for” at the front of the paragraph and substituting “which could result in the offeror and persons acting in concert with it holding”.
17.    Regulation 35(2): Amend the last paragraph of Regulation 35(2) by inserting after the words “result in” the words “the offeror and persons acting in concert with it having”.
PART XIII. PARTIAL OFFERS
18.    Regulation 36(2): Amend Regulation 36(2) by inserting the words “and persons acting in concert with it” after the reference to “offeror” in the first line.
19.    Regulation 36(3): Delete the second paragraph of Regulation 36(3).
20.    Regulation 36(4): Amend Regulation 36(4) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
21.    Regulation 36(5): Amend Regulation 36(5) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
22.    Regulation 36(6): Amend Regulation 36(6) to read as follows:
“(6)    Health warning
In the case of a partial offer which could result in the offeror, either alone or with persons acting in concert with it, holding shares carrying over forty-nine per cent. of the voting rights of the Company, the offer document must contain specific and prominent reference to this and to the fact that, if the offer succeeds, the offeror or, where appropriate, the offeror and persons acting in concert with it, will be free, subject to Regulation 36(3), to acquire further shares without incurring any obligation to make a mandatory general offer.”.

23.    Regulation 36(8): Amend Regulation 36(8) by inserting the words “and persons acting in concert with it” after the reference to “offeror”.
PART XVI. TENDER OFFERS
24.    Regulation 39(1): Insert a new Regulation 39(1) as follows:
“(1)    Introduction
A tender offer may be made instead of a partial offer where the tender offer could not result in the offeror holding shares carrying thirty per cent. or more of the voting rights of the Company or the tender offer is by a person controlling the majority of the voting rights of a Company and is for less than all of the shares carrying the voting rights held by the minority. Such a tender offer must be conducted in accordance with this Regulation 39.
Where a tender offer to which this Regulation applies is made on the Primary Exchange, this Regulation takes precedence over any requirements of the Primary Exchange for the conduct of tender offers. However, the resulting transactions will be subject to the relevant trade and transaction reporting rules and requests for delivery and settlement.
This Regulation does not apply where a tender offer is made solely for the purpose of the Company buying in its own shares.
The percentage of shares in which a person is interested should be calculated by reference to the issued share capital at the time of the announcement of the tender offer after taking into account the latest published information; if, however, it is known at the time of the announcement that by the closing date of the tender offer the issued share capital will have changed, this must also be taken into account.
Where a tender offer is proposed for shares in the Company subject to another type of offer under the Regulations, the following matters will have to be considered:
(a)    extension of the offer period in respect of the other offer;
(b)    circulation of the tender advertisement to all shareholders; and
(c)    disclosure of dealings by the offeror making the tender offer and any associates in the manner set out in Regulation 9.”.

25.    Regulations 39(1) to (5): The existing Regulations 39(1) to (5) inclusive should be re-numbered Regulations 39(2) to (6) inclusive and all cross references should be amended by replacing each reference to:
(i)    “39(1)” with “39(2)”; and
(ii)    “39(2)” with “39(3)”.
26.    Regulation 39(2)(f):  Delete the existing Regulation 39(2)(f) and re-number the existing Regulation 39(2)(g) as Regulation 39(3)(f).
27.    Regulation 39(6): Delete the existing Regulation 39(6).
PART XVII. DISCLOSURE OF INTERESTS IN SHARES
28.    Part XVII: Amend the title of this section by deleting “PART XVII. DISCLOSURE OF INTERESTS IN SHARES” and substituting “PART XVII. INFORMATION ABOUT INTERESTS IN SHARES”.
29.    Regulations 40 to 44:  Delete the existing Regulations 40 to 44 and insert new Regulations 40 and 41 as follows:
“40    INTERESTS IN SHARES: GENERAL
(1)    Determination of an interest
This Regulation 40 applies in determining for the purposes of this Part XVII whether a person has an interest in shares.
(2)    Restrictions on the exercise of rights ignored
A reference to an interest in shares is to be read as including an interest of any kind whatsoever in the shares; and accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
(3)    Beneficiary deemed to have an interest
Where property is held on trust and an interest in shares is comprised in the property, a beneficiary of the trust who apart from this paragraph does not have an interest in the shares is to be taken as having such an interest.
(4)    Deemed interest where not the registered holder
A person is taken to have an interest in shares if:—
(a)    he enters into a contract for their purchase by him (whether for cash or other consideration); or
(b)    not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or is entitled to control the exercise of any such right.
(5)    Further deemed interests
A person is taken to have an interest in shares if, otherwise than by virtue of having an interest under a trust:—
(a)    he has a right to call for delivery of the shares to himself or to his order; or
(b)    he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,
whether in any case the right or obligation is conditional or absolute.
(6)    Entitlement to exercise rights
For the purposes of Regulation 40(4)(b), a person is entitled to exercise or control the exercise of any right conferred by the holding of shares if he:—
(a)    has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b)    is under an obligation (whether so subject or not) the fulfilment of which would make him so entitled.
(7)    Joint interests
Persons having a joint interest are taken each of them to have that interest.
(8)    Unidentifiable interests
It is immaterial that shares in which a person has an interest are unidentifiable.
41    INTEREST IN SHARES: FAMILY AND CORPORATE INTERESTS
(1)    Interests of spouse, minor child or step-child
For the purposes of this Part XVII, a person is taken to be interested in any shares in which his spouse or any minor child or step-child of his is interested.
(2)    Shares in which a company is interested
For those purposes, a person is taken to be interested in shares if a company is interested in them and:—
(a)    that company or its directors are accustomed to act in accordance with his directions or instructions; or
(b)    he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that company.
(3)    Effective voting power
Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a company and that company is entitled to exercise or control the exercise of any of the voting power at general meetings of another company (“the effective voting power’’) then, for the purposes of Regulation 41(2)(b), the effective voting power is taken as exercisable by that person.
(4)    Entitlement to exercise voting power
For the purposes of Regulations 41(2) and 41(3), a person is entitled to exercise or control the exercise of voting power if:—
(a)    he has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b)    he is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.”.
30.    Regulation 45:  Re-number Regulation 45 as Regulation 42 and amend Regulation 45 by replacing each reference to “Regulation 45” with “Regulation 42”.

31.    Regulation 45: Amend the title of Regulation 45 by deleting “AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY” and substituting “INTEREST IN SHARES: AGREEMENT TO ACQUIRE INTERESTS IN THE COMPANY”.
32.    Regulation 45(1): Amend the heading of Regulation 45(1) by deleting “(1) Obligation of disclosure under such agreements” and substituting “(1) Obligation of disclosure under an agreement to acquire interests in the Company”.
33.    Regulation 45(5):  Delete Regulation 45(5) and re-number Regulation 45(6) as Regulation 42(5).
34.    Regulation 46: Re-number Regulation 46 as Regulation 43 and amend Regulation 46 by replacing each reference to:
(i)    “Regulation 44” with “Regulation 41”;
(ii)    “Regulation 45” with “Regulation 42”; and
(iii)    “Regulation 46” with “Regulation 43”.
35.    Regulation 46:  Amend the title of Regulation 46 by deleting “OBLIGATIONS OF DISCLOSURE ARISING UNDER REGULATION 45” and substituting “EXTENT OF OBLIGATION IN CASE OF SHARE ACQUISITION AGREEMENT”.
36.    Regulation 46(2): Amend Regulation 46(2) by deleting “, and also for those of Regulation 47”.
37.    Regulations 47 to 52: Delete Regulations 47 to 52.
38.    Regulation 53: Re-number Regulation 53 as Regulation 44 and amend Regulation 53 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”; and
(ii)    “Regulation 53” with “Regulation 44”.
39.    Regulation 53(1): Delete the words “by notice in writing require” and substitute in their place the words “give notice pursuant to the Bye-Laws of the Company as amended from time to time requiring”.
40.    Regulations 53(5) and 53(6): Delete Regulations 53(5) and 53(6) and insert a new Regulation 44(5) as follows:
“(5)    Extension to subscription rights
This Regulation 44 applies in relation to a person who has or previously had, or is or was entitled to acquire, a right to subscribe for shares in the Company which would on issue be comprised in relevant share capital of the Company as it applies in relation to a person who is or was interested in shares so comprised; and references above in this Regulation 44 to an interest in shares so comprised and to shares so comprised are to be read accordingly in any such case as including respectively any such right and shares which would on issue be so comprised.”.

41.    Regulation 54:  Re-number Regulation 54 as Regulation 45 and amend Regulation 54 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 54” with “Regulation 45”.
42.    Regulation 54(3): Delete the existing Regulation 54(3) and insert new Regulations 45(3) to 45(6) as follows:
“(3)    Time for fulfilment of an obligation
An obligation imposed by Regulation 45(1) must be fulfilled within the period of fifteen days next following the day on which it arises or within three days if the obligation arises within three days of the commencement of or during an offer period.
(4)    Notice of rights not affected
The Company is not, by virtue of anything done for the purposes of this Regulation 45, affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares.
(5)    Names to appear alphabetically
The register must be so made up that the names of persons entered on the register pursuant to Regulation 45(1) appear in chronological order, and, if there is more than one name relating to a particular date, such names should be listed alphabetically.
(6)    Register available for inspection
The register:—
(a)    must be kept at the registered office or principal place of business of the Company or such other place as the Board may determine, subject to the approval of the Authority; and
(b)    must be available for inspection in accordance with Regulation 49.”.

43.    Regulation 55:  Re-number Regulation 55 as Regulation 46 and amend Regulation 55 by replacing each reference to:
(i)    “Regulation 45” with “Regulation 42”;
(ii)    “Regulation 54” with “Regulation 45”; and
(iii)    “Regulation 55(2)(a)” with “Regulation 46(2)”.
44.    Regulation 55(1):  Amend Regulation 55(1) by deleting from and including “, and, in addition, in the case of information entered pursuant to Regulations 52(1) and (2)” to the end of the sentence.
45.    Regulation 55(2):  Delete Regulation 55(2).
46.    Regulation 55(3):  Re-number the existing Regulation 55(3) as Regulation 46(2) and amend so that it reads as follows:
“(2)    Right to apply for removal of an entry
If a person in pursuance of an obligation imposed on him by this Part XVII gives to the Company the name and address of another person as being interested in shares in the Company, that other person may apply in writing to the Company for the removal of that entry from the register; and the Company must remove the entry if satisfied that the information in pursuance of which the entry was made was incorrect.”.
47.    Regulation 55(4): Re-number Regulation 55(4) as Regulation 46(3).
48.    Regulation 56: Re-number Regulation 56 as Regulation 47 and amend Regulation 56 by replacing each reference to:
(i)    “Regulation 55” with “Regulation 46”; and
(ii)    “Regulation 56” with “Regulation 47”.
49.    Regulation 57: Re-number Regulation 57 as Regulation 48 and amend Regulation 57 by replacing each reference to:
(i)    “Regulation 53” with “Regulation 44”; and
(ii)    “Regulation 57” with “Regulation 48”.
50.    Regulation 58: Re-number Regulation 58 as Regulation 49.
51.    Regulation 59: Re-number Regulation 59 as Regulation 50.
52.    Regulation 59(1): Delete the definitions of “associated index”, “collective investment scheme”, “depositary receipt”, “derivatives”, “operator” and “unit” from Regulation 59(1), amend the definition of “register of interests in shares” so that it reads as follows:
““register of interests in shares” means the register of interests in shares, except where the context otherwise requires, that part of the register kept in pursuance of Regulation 45;”,
    and insert the following definitions, moving each insertion to its correct alphabetical position:
““agreement’’ includes any agreement or arrangement; and references in this Part XVII to provisions of an agreement:—
(a)    accordingly include undertakings, expectations or understandings operative under any arrangement; and
(b)    (without prejudice to the above) also include any provisions, whether express or implied and whether absolute or not;”;
““relevant share capital” means the Company’s issued share capital of a class carrying rights to vote in all circumstances at general meetings of the Company; and it is hereby declared for the avoidance of doubt that the temporary suspension of voting rights in respect of shares comprised in the issued share capital of the Company of any such class does not affect the application of this Part XVII in relation to interests in those or any other shares comprised in that class.”.

53.    Regulations 59(2) and 59(3): Delete Regulations 59(2) and 59(3) and re-number the existing Regulation 59(4) as Regulation 50(2).
54.    Regulation 60: Re-number Regulation 60 as Regulation 51.
55.    Regulation 61: Re-number Regulation 61 as Regulation 52.
56.    Regulation 62: Re-number Regulation 62 as Regulation 53.
APPENDICES
57.    Appendix 1:  Amend Appendix 1 by replacing each reference to:
(i)    “6(4)” with “6(1)”; and
(ii)    “Section 14(2)” with “Section 14”.
58.    Appendix 4: Amend Appendix 4 by replacing the reference to “Regulation 60” with “Regulation 51”.
SCHEDULE
Mandarin Oriental International Limited

The following further amendments to the Regulations are intended to correct the typographical errors included in the section 17 notice for Mandarin Oriental International Limited which was published in The Bermuda Sun on 6 June 2007:
1    Regulation 1(2): Amend the definition of “connected advisers” in Regulation 1(2) by inserting a hyphen after each of the following:
(i)    ““connected advisers” includes the following:”;
(ii)    “in relation to the offeror or the Company:”; and
(iii)    “an organisation which is advising that person either:”.
2    Regulation 1(2): Amend the definitions of “connected fund manager” and “connected principal trader” in Regulation 1(2) by inserting a colon after “controls or is under the same control as”.
3    Regulation 1(2): Amend the definition of “connected fund manager” and “connected principal trader” in Regulation 1(2) by deleting the semi-colon at the end of “any connected adviser to any person in (i) or (ii)” and substituting a full stop.
4    Regulation 1(2): Amend the definition of “derivative” in Regulation 1(2) by inserting a full stop after the reference to “twenty per cent”.
5    Regulation 1(2): Amend the definition of “market-maker” by replacing each reference to “market-maker” with “principal trader” and moving the definition to its correct alphabetical position.
6    Regulation 1(3): Amend Regulation 1(3) by replacing each reference to “section 7(2)(v)” with “Section 7(2)(v)”.
7    Regulation 3(5): Amend Regulation 3(5) by inserting a semi-colon after the words “contractually entitled (whether or not conditionally) to acquire”.
8    Regulation 5(6): Amend Regulation 5(6) by replacing each reference to “market-maker” with “principal trader”.
9    Regulation 5(7): Amend Regulation 5(7) by replacing each reference to “market-maker” with “principal trader”.
10    Regulation 5(9): Amend Regulation 5(9) by replacing the reference to “stockbroker” with “corporate broker”.
11    Regulation 9(7): Amend Regulation 9(7) by inserting a colon after “in addition to any requirements referred to in Regulation 9(6)(a)”.
12    Regulation 9(8)(d): Amend Regulation 9(8) by replacing the reference to “Regulation (8)” with “Regulation 9(8)”.
13    Regulation 9(13): Amend Regulation 9(13) by inserting a hyphen after each of the following:
(i)    “that person must:”; and
(ii)    “the nature of the commitment or letter including:”.
14    Regulation 13(1): Amend Regulation 13(1) by replacing each reference to “preconditions” with “pre-conditions”.
15    Regulation 13(5): Amend Regulation 13(5) by inserting a colon after the words “unless the pre-condition”.
16    Regulation 13(6): Amend Regulation 13(6) by inserting a hyphen after “committed financing throughout the offer period, in which case:”.
17    Regulation 25(3): Amend Regulation 25(3) by replacing the reference to “(a)(iii) the shareholdings” with “(iii) the shareholdings”.
18    Regulation 25(3): Amend Regulation 25(3) by replacing each reference to “section 7(1)” with “Section 7(1)”.
19    Regulation 25(7): Amend Regulation 25(7) by inserting a colon after “(whether recommending acceptance or rejection of the offer) must contain”.
20    Regulation 26(9): Amend Regulation 26(9) by deleting the full stop after “Regulation 24(3)(1)” and substituting “; and”.
21    Regulation 38(3): Amend Regulation 38(3) by inserting a full stop after “unconditional as to acceptances”.
22    Regulation 38(5): Amend Regulation 38(5) by deleting “Dealings in relevant securities (as defined in Regulation 9) by a connected market-maker” and substituting “Dealings in relevant securities (as defined in Regulation 9), during the offer period, by a connected principal trader”.
23    Appendix 1:  Amend the title of Appendix 1 by replacing the reference to “10(7)(f)” with “10(1)(f)”.
24    Paragraph (3)(9) of Appendix I:  Amend Paragraph 3(9) of Appendix I by replacing the full stop at the end of “as there is no offer period” with a semi-colon.
25    Paragraph (3)(12) of Appendix I:  Amend paragraph (3)(12) of Appendix I by deleting the reference to “(3)(12) Regulation 25(7)” and substituting “Regulation 25(7)”.
Made this 21st day of May, 2008
Alan Richardson
Chairman
Bermuda Monetary Authority
Matthew Elderfield
Chief Executive Officer
Bermuda Monetary Authority