2/8/2010 Test of materiality TSC Industries v Northway: whether there is substantial likelihood that,under all the circumstances,the omitted fact would have assumed actual significance in the deliberations of a reasonable shareholder in deciding whether or not to acquire shares in the company ·Examples: Need negotiations at the pre-contractual stage be disclosed?See Basic v Levinson See generally HKEx,Guide on Disclosure of Price Sensitive Information,Jan 2002 See further specific disclosure circumstances in LRs 13.12-13.19 15 Notifiable and connected transactions Notifiable transactions:Disclosure specifically required under LR 13.23 and Ch 14 See in particular LR 14.33 Egs:major disposals and acquisitions of assets Connected transactions:Disclosure required under LR 13.23 and Ch 14A What is a connected transaction?See LR 14A.13 Connected persons:see LR 14A.11 82/8/2010 8 15 Test of materiality • TSC Industries v Northway: whether there is substantial likelihood that, under all the circumstances, the omitted fact would have assumed actual significance in the deliberations of a reasonable shareholder in deciding whether or not to acquire shares in the company • Examples:  Need negotiations at the pre-contractual stage be disclosed? See Basic v Levinson  See generally HKEx, Guide on Disclosure of Price Sensitive Information, Jan 2002  See further specific disclosure circumstances in LRs 13.12-13.19 16 Notifiable and connected transactions • Notifiable transactions: Disclosure specifically required under LR 13.23 and Ch 14  See in particular LR 14.33  Egs: major disposals and acquisitions of assets • Connected transactions: Disclosure required under LR 13.23 and Ch 14A  What is a connected transaction? See LR 14A.13  Connected persons: see LR 14A.11