Hong Kong Regulator Finds Dickson Concept Founder Engaged in Insider Trading Before Disclosure of a $1.15 Billion Windfall

Stock News
Jul 31

The Securities and Futures Commission (SFC) of Hong Kong has secured a ruling from the Market Misconduct Tribunal (MMT) that Sir Dickson Poon, founder and former executive chairman of DICKSON CONCEPT (SEHK: 00113), along with his investment holding company Equity Advantage Limited (Equity), engaged in insider trading. The ruling relates to their trading in the company's shares while in possession of inside information about a transaction that would ultimately generate approximately HK$1.15 billion in cash for the firm. The Tribunal will hand down its decisions on sanctions and orders against Sir Dickson Poon, Equity, and DICKSON CONCEPT at a later date.

In the same SFC-led proceedings, the MMT also found that DICKSON CONCEPT violated disclosure requirements due to Sir Dickson Poon's deliberate actions. The case originated from PayPal Holdings, Inc.'s acquisition of Honey Science Corporation (Honey) in November 2019 for approximately US$4 billion. At the key time, DICKSON CONCEPT held about 3.73% of Honey's issued share capital, a fact unknown to the public. Following the acquisition's completion, DICKSON CONCEPT was entitled to receive roughly US$147.6 million (HK$1.15 billion) in cash, representing a profit of about HK$928.7 million over its investment's book value. This was deemed highly price-sensitive information.

The MMT determined that on November 21, 2019, when Sir Dickson Poon learned of the inside information, he described it as "wonderful news," showing his enthusiasm and proactive attitude. He immediately calculated that the deal would yield approximately US$120 million in profit for DICKSON CONCEPT. Meanwhile, Sir Dickson Poon began trading on November 28, 2019, when the blackout period ended. Until December 19, 2019, across 13 trading days, he bought a total of 2,756,500 shares of DICKSON CONCEPT through Equity, before the company had disclosed the news to the market.

The MMT further ruled that DICKSON CONCEPT failed to disclose the inside information as soon as reasonably practicable, attributing the breach to Sir Dickson Poon's deliberate decision not to inform other company personnel, including the board, until the company received the transaction documents in late December 2019. The Tribunal found that Poon's son, Poon Kwun-tat, bore no responsibility for the company's violation, as he had reasonable grounds to rely on his father, Sir Dickson Poon, and other senior management for their assessment of the price-sensitive information.

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