RE: Nasdaq27 Jul 2016 18:43
Pursuant to the Purchase Agreement, the Company has agreed to use its commercially reasonable efforts to complete a firm commitment registered public offering of ADSs in the United States with an aggregate offering size reasonably acceptable to the Company and to the holders of a majority of the Units issued in Tranche 1, coupled with a listing of such ADSs on NASDAQ. The Company has agreed to use its commercially reasonable efforts to consummate the US IPO as promptly as possible and no later than 180 days following Admission, or by such later date as may be agreed by the Company and Placees holding a majority of the US Units issued in the US Placing. To the extent participating by a Placee in the US IPO would conflict with US securities laws or other legal requirements so as to materially delay or interfere with the US IPO, investor participation in the US IPO may instead be effected through a concurrent Exempt Placement that would be made on substantially the same terms as the registered public offering. We refer to the US IPO and the concurrent Exempt Placement as Tranche 2. Following the US IPO and as requested by Placees, New Shares held by such Placees may be converted into ADSs (subject to any limitations under United States securities laws). The Company will pay the reasonable expenses of the Placees in respect of the conversion of New Shares issued in connection with the Placing into ADSs (to the extent required) at the appropriate time.