Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of: (a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and (b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7, (i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person"; (ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and (iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares. (B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any of such Owner's American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner fail to provide the information sought within such period of 7 days, the Depositary shall notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall: (a) discontinue the registration of transfers of all Receipts registered in the name of such Owner; (b) suspend the distribution of dividends to such Owner; and (c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTC.
Appears in 2 contracts
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Disclosure of Beneficial Ownership. (A) Each person who is Notwithstanding any other provision of the holder Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to the laws of Jersey or The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Owner Memorandum and Articles of a ReceiptAssociation of the Company, by holding the same orwhich are made to provide information, inter alia, as appropriate, by seeking or accepting registration to the capacity in respect which such Holder and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of a Receipt on any other person interested in such ADSs and the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares nature of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the nameinterest, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification whether or not they are Holders at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office time of such changerequest. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shallagrees to use its reasonable efforts to comply, at the Company's requestexpense, also notify with written instructions received from the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice ("Disclosure Notice") given pursuant to Owners; and
(iii) sections 203 to 209 any applicable provision of Jersey or United Kingdom law or the Articles of Association of the Companies Axx 0000 of Great Britain (Company. Each Holder and Beneficial Owner further acknowledges that failure by such Holder or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Beneficial Owner to notify provide on a timely basis the Depositary as to whether information required in any Disclosure Notice may result in the withholding of certain rights in respect of such Holder's or Beneficial Owner's American Depositary Shares including, without limitation, voting rights, the right to receive dividends or other payments and rights of free transferability in respect of the Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or personsAmerican Depositary Shares. Each Holder and Beneficial Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date comply with all applicable provisions of the notice Jersey and United Kingdom law and the Depositary shall forthwith furnish Articles of Association of the Company with the information provided. Should any owner fail regard to provide the information sought within such period of 7 days, the Depositary shall notify notification to the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Holder's or Beneficial Owner;
's interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares equal to or in excess of three percent (b3%) suspend of such Shares outstanding or such other percentage as may be required from time to time pursuant to any provision of Jersey or United Kingdom law or the distribution Articles of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding Association of the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCCompany.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (WPP Group PLC)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or Notwithstanding any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward each Owner and Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to Owners; and
(iii) sections 203 to 209 of the Companies Axx Xxx 0000 of Great Britain England (or as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request ’s memorandum and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any articles of such Owner's American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or personsassociation. Each Owner by holding and Holder acknowledges that it understands that failure to comply with a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested Disclosure Notice may result in the Depositary's notice within 7 days after imposition of sanctions against the holder of Shares in respect of which the non-complying Owner or Holder is or was, or appears to be or has been, interested as provided in the Companies Act and the Company’s memorandum and articles of association (which as of the date of the notice Deposit Agreement include the withdrawal of voting rights and the withholding of any payments, including dividends, in respect of Shares represented by such Owner’s or Holder’s American Depositary shall forthwith furnish Shares. In addition, each Owner and Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which as of the date of the Deposit Agreement provide, inter alia, that any Owner or Holder of Receipts evidencing American Depositary Shares which represent three percent or more of the outstanding Shares which carry rights to vote in all circumstances at general meetings of the Company must within two United Kingdom business days after becoming so interested (and thereafter in certain circumstances upon any change in the circumstances affecting facts relevant to the interests to be disclosed of at least one percent (1%) of the outstanding Shares) notify the Company as required by the Companies Act. Each Owner and Holder acknowledges that it understands that failure to comply with the information providedCompanies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 22. Should In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any owner fail Deposited Securities and, that sanctions are to provide be imposed against such Deposited Securities pursuant to the information sought within Companies Act by a court of competent jurisdiction or the Company’s memorandum and articles of association by the Company, the Company shall so notify the Depositary, giving full details thereof, and shall instruct the Depositary in writing as to the application of such period of 7 dayssanctions to the Deposited Securities. Except as prohibited by applicable law and regulation, the Depositary shall notify the Company accordingly and, upon receipt of written agrees to use reasonable efforts to comply with any such instructions from the Company to requesting that effect, the Depositary shall:
(a) discontinue take the registration of transfers of all Receipts registered in the name of reasonable and feasible actions specified therein to apply such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCsanctions.
Appears in 2 contracts
Samples: Deposit Agreement (Abbey National PLC), Deposit Agreement (Abbey National PLC)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) The Company and the name, address Depositary may from time to time request Owners to provide information as to the capacity in which they hold Receipts and citizenship regarding the identity of every person with an any other persons then or previously interested in such Receipts and various other matters. Each such Owner agrees to provide any such information reasonably requested by the Company or the Depositary pursuant to this Section and such agreement shall survive any disposition of such Owner's interest in the Rio Tinto Shares to which the Notification relates; andor Receipts.
(b) the number Notwithstanding any other provision of Rio Tinto Shares in which each such person is interested so far as known this Deposit Agreement to the person making contrary and without limiting Section 3.05(a), each Owner and Beneficial Owner of a Receipt agrees to provide such information as the Notification at the date when the Notification is made. If Company may request in a change occurs in the particulars notified disclosure notice (a "Disclosure Notice") given pursuant to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far United Kingdom Companies Act 1985 (as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding amended from time to time. As of the date of the amended time and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or including any statutory modification or re-enactment thereof, the "Companies Act") shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request Memorandum and expenseArticles of Association, send as amended from time to time. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying Owner or Beneficial Owner is or was, or appears to be or has been, interested as provided in the Companies Act and the Company's Memorandum and Articles of Association, as amended from time to time (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any Owner specified payments, including dividends and payments of a capital nature, in respect of the Shares represented by such American Depositary Shares, voiding any transfers of the Company a notice requiring Shares represented by such Owner to notify American Depositary Shares, prohibiting the Depositary as to whether any issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such Owner's American Depositary Shares represented by and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions). In addition, each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any holder of Receipts held by or registered in the name of such Owner are being held, other person who is or becomes directly or indirectlyindirectly interested (within the meaning of the Companies Act) in three percent (3%) or more of the outstanding Shares, or is aware that another person for some person other than whom it holds such Owner Receipts or owns such interest in American Depositary Shares is so interested, must within two United Kingdom business days after becoming so interested or so aware (and if so, thereafter in certain circumstances upon any change of at least one percent (1%) of the name, address and citizenship of such other person or personsoutstanding Shares) notify the Company as required by the Companies Act. Each Owner by holding and Beneficial Owner of a Receipt or, as appropriate, seeking or accepting registration on acknowledges that it understands that failure to comply with the books Companies Act in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purpose, agrees first paragraph of this Section 3.05. In the event that the Company determines that there has been a failure to provide comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office Companies Act by a court of competent jurisdiction or the information requested in Company's Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law, the Depositary shall notify agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company accordingly andrequests information from the Depositary or the Custodian, upon receipt as the registered holders of written Shares, pursuant to the Company's Memorandum and Articles of Association or the Companies Act, the Depositary agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company to that effect, requesting the Depositary shall:
(a) discontinue to take the registration of transfers of all Receipts registered in the name of reasonable actions specified therein to obtain such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCinformation.
Appears in 2 contracts
Samples: Deposit Agreement (Marconi Corp PLC), Deposit Agreement (Marconi Corp PLC)
Disclosure of Beneficial Ownership. In addition to English statutory provisions governing notification of interest in the Shares (A) Each which it is agreed shall also govern the Receipt), any person who is the holder or the Owner of a Receiptan Owner, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, who after acquiring directly or indirectly the beneficial ownership of any Shares (either directly or by virtue of the ownership of Receipts Receipts) is directly or otherwise) an interest in 1indirectly the beneficial owner of 5% or more of Rio Tinto the Shares of shall, within 5 days after such acquisition and acquisition, send to the notification (Depositary at its Corporate Trust Office, by registered or certified mail, the "Notification") shall include particulars offollowing information:
(a1) the namebackground, address and identity, residence, and citizenship of, and the nature of such beneficial ownership by, such person and all other persons by whom or on whose behalf the purchases have been or are to be effected;
(2) the number of Shares and Receipts which are beneficially owned, and the number of Shares and Receipts concerning which there is a right to acquire directly or indirectly, by (i) such person, and (ii) by each associate of such person, giving the background, identity, residence, and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relateseach such associate; and
(b3) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a if any material change occurs in the particulars notified facts set forth in the statements to the Depositary, an amendment shall be transmitted to the Depositary referred to abovesetting forth such changes. When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer, such syndicate or group shall be deemed a “person” for the purposes of this Section. In determining, for purposes of this subsection, the person making percentage of Shares, the Notification shall, within 2 days of his becoming aware Shares shall be deemed to consist of the changeamount of the outstanding Shares, notify exclusive of any Shares held by or for the Depositary at its Principal Office account of such changethe Issuer or a subsidiary of the Issuer. The Depositary shall notify the Company Issuer of such Notification beneficial ownership information in writing forthwith by facsimile transmission as soon as practicable and shall provide the Company Issuer with a copy of such Notification information which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notificationinformation, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's Issuer’s behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Sharesownership.
(B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any of such Owner's American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner fail to provide the information sought within such period of 7 days, the Depositary shall notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTC.
Appears in 2 contracts
Samples: Deposit Agreement (Kingfisher PLC /Fi), Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Notwithstanding any other provision of this Deposit Agreement, each Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register and Holder agrees to notify provide such information as the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly Company may request in a disclosure notice (by virtue of the ownership of Receipts or otherwisea “Disclosure Notice”) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known given pursuant to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days Companies Xxx 0000 of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far England (as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding amended from time to time. As of the date of the amended time and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or including any statutory modification or re-enactment thereof, the “Companies Act”) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request ’s memorandum and expensearticles of association. Each Owner and Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying owner or Holder is or was, send or appears to be or has been, interested as provided in the Companies Act and the Company’s memorandum and articles of association (which as of the date of this Deposit Agreement include the withdrawal of voting rights and the withholding of any payments, including dividends, in respect of Shares represented by such Owner’s or Holder’s American Depositary Shares. In addition, each Owner and Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which as of the date of this Deposit Agreement provide, inter alia, that any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any or Holder of such Owner's Receipts evidencing American Depositary Shares represented by any which represent three percent or more of the Receipts held by or registered outstanding Shares which carry rights to vote in all circumstances at general meetings of the Company must within two United Kingdom business days after becoming so interested (and thereafter in certain circumstances upon any change in the name circumstances affecting facts relevant to the interests to be disclosed of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, at least one percent (1%) of the name, address and citizenship of such other person or personsoutstanding Shares) notify the Company as required by the Companies Act. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on and Holder acknowledges that it understands that failure to comply with the books Companies Act in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purpose, agrees first paragraph of this Section 3.04. In the event that the Company determines that there has been a failure to provide comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office Companies Act by a court of competent jurisdiction or the information requested in Company’s memorandum and articles of association by the Company, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law and regulation, the Depositary shall notify the Company accordingly and, upon receipt of written agrees to use reasonable efforts to comply with any such instructions from the Company to requesting that effect, the Depositary shall:
(a) discontinue take the registration of transfers of all Receipts registered in the name of reasonable and feasible actions specified therein to apply such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCsanctions.
Appears in 2 contracts
Samples: Deposit Agreement (Abbey National PLC), Deposit Agreement (Abbey National PLC)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) The Company and the name, address Depositary may from time to time request Owners to provide information as to the capacity in which they hold Receipts and citizenship regarding the identity of every person with an any other persons then or previously interested in such Receipts and various other matters. Each such Owner agrees to provide any such information reasonably requested by the Company or the Depositary pursuant to this Article and such agreement shall survive any disposition of such Owner's interest in the Rio Tinto Shares to which the Notification relates; andor Receipts.
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of Notwithstanding any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes other provision of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving contrary and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(iwithout limiting Section 3.05(a) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward each Owner and Beneficial Owner of a Receipt agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to Owners; and
the United Kingdom Companies Act 1985 (iii) sections 203 as amended from time to 209 of the Companies Axx 0000 of Great Britain (or time and including any statutory modification or re-enactment thereof, the "Companies Act") shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request Memorandum and expenseArticles of Association, send as amended from time to time. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying Owner or Beneficial Owner is or was, or appears to be or has been, interested as provided in the Companies Act and the Company's Memorandum and Articles of Association, as amended from time to time (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any Owner specified payments, including dividends and payments of a capital nature, in respect of the Shares represented by such American Depositary Shares, voiding any transfers of the Company a notice requiring Shares represented by such Owner to notify American Depositary Shares, prohibiting the Depositary as to whether any issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such Owner's American Depositary Shares represented by and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions). In addition, each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any holder of Receipts held by or registered in the name of such Owner are being held, other person who is or becomes directly or indirectlyindirectly interested (within the meaning of the Companies Act) in three percent (3%) or more of the outstanding Shares, or is aware that another person for some person other than whom it holds such Owner Receipts or owns such interest in American Depositary Shares is so interested, must within two United Kingdom business days after becoming so interested or so aware (and if so, thereafter in certain circumstances upon any change of at least one percent (1%) of the name, address and citizenship of such other person or personsoutstanding Shares) notify the Company as required by the Companies Act. Each Owner by holding and Beneficial Owner of a Receipt or, as appropriate, seeking or accepting registration on acknowledges that it understands that failure to comply with the books Companies Act in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purpose, agrees first paragraph of Section 3.05 of the Deposit Agreement. In the event that the Company determines that there has been a failure to provide comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office Companies Act by a court of competent jurisdiction or the information requested in Company's Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law, the Depositary shall notify agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company accordingly andrequests information from the Depositary or the Custodian, upon receipt as the registered holders of written Shares, pursuant to the Company's Memorandum and Articles of Association or the Companies Act, the Depositary agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company to that effect, requesting the Depositary shall:
(a) discontinue to take the registration of transfers of all Receipts registered in the name of reasonable actions specified therein to obtain such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCinformation.
Appears in 1 contract
Samples: Deposit Agreement (Marconi Corp PLC)
Disclosure of Beneficial Ownership. (A) Each person who is Notwithstanding any other provision of this Amended and Restated Deposit Agreement to the holder or the contrary, each Owner and Beneficial Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify provide such information as the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly Company may request in a disclosure notice (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the a "NotificationDisclosure Notice") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known given pursuant to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far United Kingdom Companies Act 1985 (as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding amended from time to time. As of the date of the amended time and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or including any statutory modification or re-enactment thereof, the "Companies Act") shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request Memorandum and expenseArticles of Association. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying Owner or Beneficial Owner is or was, send or appears to be or has been, interested as provided in the Companies Act and the Company's Memorandum and Articles of Association (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any Owner specified payments, including dividends and payments of a capital nature, in respect of the Shares represented by such American Depositary Shares, voiding any transfers of the Company a notice requiring Shares represented by such Owner to notify American Depositary Shares, prohibiting the Depositary as to whether any issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such Owner's American Depositary Shares represented by and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions). In addition, each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia that any holder of Receipts held by or registered in the name of such Owner are being held, other person who is or becomes directly or indirectlyindirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for some person other than whom it holds such Owner Receipts or owns such interest in American Depositary Shares is so interested, must within two United Kingdom business days after becoming so interested or so aware (and if so, thereafter in certain circumstances upon any change of at least one percent (1%) of the name, address and citizenship of such other person or personsoutstanding Shares) notify the Company as required by the Companies Act. Each Owner by holding and Beneficial Owner of a Receipt or, as appropriate, seeking or accepting registration on acknowledges that it understands that failure to comply with the books Companies Act in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purpose, agrees first paragraph of this Section 3.4. In the event that the Company determines that there has been a failure to provide comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office Companies Act by a court of competent jurisdiction or the information requested in Company's Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law, the Depositary shall notify agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company accordingly andrequests information from the Depositary or the Custodian, upon receipt as the registered holders of written Shares, pursuant to the Company's Memorandum and Articles of Association or the Companies Act, the Depositary agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company to that effect, requesting the Depositary shall:
(a) discontinue to take the registration of transfers of all Receipts registered in the name of reasonable actions specified therein to obtain such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCinformation.
Appears in 1 contract
Samples: Deposit Agreement (Skyepharma PLC)
Disclosure of Beneficial Ownership. (A) The Company may from time to time request information from Owners regarding the capacity in which such Owners own or owned Receipts, the identity of any other persons then or previously having a beneficial interest in such Receipts and the nature of such interest. Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify provide any information reasonably requested by the Company pursuant to Section 3.4 of the Deposit Agreement. The Depositary agrees to use reasonable efforts to comply with written instructions received from the Company requesting that the Depositary forward, at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue the sole expense of the ownership Company, any such requests to the Owners and to forward to the Company any such responses to such requests received by the Depositary. Owners will be subject to the provisions of Receipts or otherwisethe Hong Kong Securities (Disclosure of Interest) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification Ordinance (the "NotificationOrdinance") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on legislation or regulations of Hong Kong from time to time in effect regarding the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth disclosure of interests in this Article 7Shares. For the purposes of this Article 7,
(i) two or more persons acting as a partnershipSection, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of term "interest" shall have the Company shall be deemed a "person";
(ii) meaning ascribed thereto in the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to timeOrdinance. As in effect as of the date of the amended and restated Deposit AgreementAgreement under the Ordinance, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall an Owner may have a duty to notify the Company if such Owner becomes aware that its interest in Shares (including its interest in Shares represented by American Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1Shares) equals or exceeds 10% or more of the issued Rio Tinto Shares outstanding at that dateShares. The Depositary shall have no duty under this subsection (ii) of Article 7 unless Such Owner may be required to further notify the Company requestsof certain changes in such Owner’s interest in the Shares, or if such Owner ceases to have an interest in writing and pursuant to Section 5.06 10% or more of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 issued Shares. As in effect as of the Companies Axx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any of such Owner's American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date of the notice and Deposit Agreement under the Depositary shall forthwith furnish Ordinance, the Company with the information provided. Should any owner fail has certain rights and duties to provide the information sought within such period of 7 days, the Depositary shall notify make inquiries to persons whom the Company accordingly andknows or has reasonable cause to believe to be interested in the Shares (including in Shares represented by American Depositary Shares) concerning such persons’ interest in the Shares. In the event that any person with whom the Company has made such inquiries fails to respond thereto, upon receipt of or provides false information in response thereto, such person may also be subject to sanctions and criminal penalties. The Depositary agrees to use reasonable efforts to comply with written instructions received from the Company to requesting that effect, the Depositary shall:
(a) discontinue forward, at the registration sole expense of transfers of all Receipts registered in the name of Company, any such Owner;
(b) suspend requests to the distribution of dividends Owners and to forward to the Company any such responses to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding requests received by the foregoingDepositary, the Company may not so instruct provided that nothing herein shall be interpreted as obligating the Depositary with respect to American provide or obtain any such information not provided to the Depositary Shares registered in the name of Cede & Co., as nominee for DTCby such Owners.
Appears in 1 contract
Samples: Deposit Agreement (Tianjin Capital Environmental Protection Co LTD)
Disclosure of Beneficial Ownership. In addition to English statutory provisions governing notification of interest in the Shares (A) Each which it is agreed shall also govern the Receipt), any person who is the holder or the an Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, who after acquiring directly or indirectly the beneficial ownership of any Shares (either directly or by virtue of the ownership of Receipts Receipts) is directly or otherwise) an interest in 1indirectly the beneficial owner of 5% or more of Rio Tinto the Shares of shall, within 5 days after such acquisition and acquisition, send to the notification (Depositary at its Corporate Trust Office, by registered or certified mail, the "Notification") shall include particulars offollowing information:
(a1) the namebackground, address and identity, residence, and citizenship of, and the nature of such beneficial ownership by, such person and all other persons by whom or on whose behalf the purchases have been or are to be effected;
(2) the number of Shares and Receipts which are beneficially owned, and the number of Shares and Receipts concerning which there is a right to acquire directly or indirectly, by (i) such person, and (ii) by each associate of such person, giving the background, identity, residence, and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relateseach such associate; and
(b3) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a if any material change occurs in the particulars notified facts set forth in the statements to the Depositary, an amendment shall be transmitted to the Depositary referred to abovesetting forth such changes. When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer, such syndicate or group shall be deemed a “person” for the purposes of this Section. In determining, for purposes of this subsection, the person making percentage of Shares, the Notification shall, within 2 days of his becoming aware Shares shall be deemed to consist of the changeamount of the outstanding Shares, notify exclusive of any Shares held by or for the Depositary at its Principal Office account of such changethe Issuer or a subsidiary of the Issuer. The Depositary shall notify the Company Issuer of such Notification beneficial ownership information in writing forthwith by facsimile transmission as soon as practicable and shall provide the Company Issuer with a copy of such Notification information which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notificationinformation, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's Issuer’s behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Sharesownership.
(B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any of such Owner's American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner fail to provide the information sought within such period of 7 days, the Depositary shall notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTC.
Appears in 1 contract
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of Notwithstanding any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes other provision of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositarycontrary, by receiving each Owner and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale Beneficial Owner of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning a Receipt agrees to provide such information by as the Company may request in a disclosure notice (a Disclosure Notice) given pursuant to the United States rules Kingdom Companies Act 1985 (as amended from time to time and regulations. In additionincluding any statutory modification or re- enactment thereof, the Depositary by agreeing Companies Act) or the Companys Memorandum and Articles of Association. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to this provision does not agree to take any further steps on comply with a Disclosure Notice may result in the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For imposition of sanctions against the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities holder of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation non- complying Owner or Beneficial Owner is or was, or appears to make be or has been, interested as provided in the Companies Act and the Companys Memorandum and Articles of Association (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non- complying Owner, the withholding of any payments, including dividends and payments of a Notification exists shall be such percentage capital nature, in respect of the issued Rio Tinto Shares outstanding from time to time. As represented by such American Depositary Shares, voiding any transfers of the date Shares represented by such American Depositary Shares, prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the amended Shares represented by such American Depositary Shares and restated Deposit Agreementthe nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions). In addition, each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested, must within two United Kingdom business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change of at least one percent (1% %) of the outstanding Shares) notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary, giving full details thereof, and shall instruct the Depositary in writing as to the application of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Sharessanctions to the Deposited Securities. The Company shall notify Except as prohibited by applicable law, the Depositary not later than January 31 agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and July 31 in each year of feasible actions specified therein to apply such sanctions. If the number of Rio Tinto Shares thatCompany requests information from the Depositary or the Custodian, as at the end registered holders of Shares, pursuant to the immediately preceding calendar monthCompanys Memorandum and Articles of Association or the Companies Act, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company requests, in writing and pursuant requesting the Depositary to Section 5.06 take the reasonable actions specified therein to obtain such information. 24. DIXONS GROUP PLC AND NEW DIXONS GROUP PLC. Upon the Effective Date of the Deposit Agreement, that Dixons Group plc and New Dixons Group plc will be parties to this Deposit Agreement. At the time the Dixons Reorganization becomes effective, Dixons Group plc will cease to be a party to this Deposit Agreement. If the Dixons Reorganization does not become effective before December 31, 2000, New Dixons Group plc will cease to be a party to this Deposit Agreement. The parties to this Deposit Agreement agree that, in consideration for the assumption by New Dixons Group plc of the obligations of Dixons Group plc under the Deposit Agreement, and subject to the provisions of this Agreement, with effect from the date on which the Dixons Reorganization becomes effective: (i) Dixons Group plc will be released by the Depositary forward such information from the Deposit Agreement and from the performance thereof and shall be released and discharged from all claims, demands, liabilities, duties and obligations whatsoever under or in connection with the Deposit Agreement, whether arising prior to Ownersor subsequent to the date upon which the Dixons Reorganization becomes effective; and
(ii) without prejudice to any other agreement between New Dixons Group plc and Dixons Group plc, New Dixons Group plc will assume and perform all claims, demands, liabilities, duties and obligations of Dixons Group plc, including all claims, demands, liabilities, duties and obligations covered in subparagraph (i) under this Article and Section 7.9 of the Deposit Agreement, and will be entitled to the benefit of the Deposit Agreement in place of Dixons Group plc and will be bound by its terms in all respects as if New Dixons Group plc had originally been a party to the Deposit Agreement in place of Dixons Group plc; and (iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary will perform the Deposit Agreement and will be bound by its terms in all respects as to whether any if New Dixons Group plc had originally been a party in place of such Owner's American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner fail to provide the information sought within such period of 7 days, the Depositary shall notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCDixons Group plc.
Appears in 1 contract
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares ordinary shares of the Company outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares ordinary shares of the Company equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares ordinary shares of the Company outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx Xxx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any of such Owner's American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner fail to provide the information sought within such period of 7 days, the Depositary shall notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTC.
Appears in 1 contract
Samples: Deposit Agreement (Rio Tinto PLC)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Notwithstanding any other provision of this Deposit Agreement, each Owner and Beneficial Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify provide such information as the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly Company may request in a disclosure notice (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the a "NotificationDisclosure Notice") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known given pursuant to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far United Kingdom Companies Act 1985 (as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding amended from time to time. As of the date of the amended time and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or including any statutory modification or re-enactment thereof, the "Companies Act") shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request Memorandum and expenseArticles of Association. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying Owner or Beneficial Owner is or was, send or appears to be or has been, interested as provided in the Companies Act and the Company's Memorandum and Articles of Association (which currently include the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any Owner specified payments, including dividends and payments of a capital nature, in respect of the Shares represented by such American Depositary Shares, voiding any transfers of the Company a notice requiring Shares represented by such Owner to notify American Depositary shares, prohibiting the Depositary as to whether any issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such Owner's American Depositary Shares represented by and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions). In addition, each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia that any holder of Receipts held by or registered in the name of such Owner are being held, other person who is or becomes directly or indirectlyindirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for some person other than whom it holds such Owner Receipts or owns such interest in American Depositary Shares is so interested, must within two United Kingdom business days after becoming so interested or so aware (and if so, thereafter in certain circumstances upon any change of at least one percent (1%) of the name, address and citizenship of such other person or personsoutstanding Shares) notify the Company as required by the Companies Act. Each Owner by holding and Beneficial Owner of a Receipt or, as appropriate, seeking or accepting registration on acknowledges that it understands that failure to comply with the books Companies Act in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purpose, agrees first paragraph of this Section 3.4. In the event that the Company determines that there has been a failure to provide comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office Companies Act by a court of competent jurisdiction or the information requested in Company's Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law, the Depositary shall notify agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company accordingly requests information from the Depositary or the Custodian, as the registered holders of Shares, pursuant to the Memorandum and Articles of Association of the Company or the Companies Act, the Depositary agrees to use, and, upon receipt of written if possible, to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company to that effect, requesting the Depositary shall:
(a) discontinue to take the registration of transfers of all Receipts registered in the name of reasonable actions specified therein to obtain such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCinformation.
Appears in 1 contract
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of Notwithstanding any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes other provision of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositarycontrary, by receiving each Owner and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale Beneficial Owner of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning a Receipt agrees to provide such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed may request in a disclosure notice (a "personDisclosure Notice";
) given pursuant to the United Kingdom Companies Act 1985 (ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding as amended from time to time. As of the date of the amended time and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or including any statutory modification or re-enactment thereof, the "Companies Act") shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request Memorandum and expenseArticles of Association, send as amended from time to time. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying Owner or Beneficial Owner is or was, or appears to be or has been, interested as provided in the Companies Act and the Company's Memorandum and Articles of Association, as amended from time to time. Such sanctions may include, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any Owner specified payments, including dividends and payments of a capital nature, in respect of the Shares represented by such American Depositary Shares, voiding any transfers of the Company a notice requiring Shares represented by such Owner to notify American Depositary Shares, prohibiting the Depositary as to whether any issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such Owner's American Depositary Shares represented by and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition, each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia that any holder of Receipts held by or registered in the name of such Owner are being held, other person who is or becomes directly or indirectlyindirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for some person other than whom it holds such Owner Receipts or owns such interest in American Depositary Shares is so interested, must within two United Kingdom Business Days after becoming so interested or so aware (and if so, thereafter in certain circumstances upon any change of at least one percent (1%) of the name, address and citizenship of such other person or personsoutstanding Shares) notify the Company as required by the Companies Act. Each Owner by holding and Beneficial Owner of a Receipt or, as appropriate, seeking or accepting registration on acknowledges that it understands that failure to comply with the books Companies Act in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purposefirst paragraph of Section 3.04 of the Deposit Agreement. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities, agrees and that sanctions are to provide be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office Companies Act by a court of competent jurisdiction, or by the information requested in Company, pursuant to the Company's Memorandum and Articles of Association, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law, the Depositary shall notify agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company accordingly andrequests information from the Depositary or the Custodian, upon receipt as the registered holders of written Shares, pursuant to the Company's Memorandum and Articles of Association or the Companies Act, the Depositary agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company to that effect, requesting the Depositary shall:
(a) discontinue to take the registration of transfers of all Receipts registered in the name of reasonable actions specified therein to obtain such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCinformation.
Appears in 1 contract
Samples: Deposit Agreement (Invensys PLC/Adr)
Disclosure of Beneficial Ownership. (A) Each person who is Notwithstanding any other provision of this Deposit Agreement to the holder or the contrary, each Owner and Beneficial Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify provide such information as the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly Company may request in a disclosure notice (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the a "NotificationDisclosure Notice") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known given pursuant to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission United Kingdom Disclosure and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far Transparency Rules (as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding amended from time to time. As of the date of the amended time and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or including any statutory modification or re-enactment thereof, the "DTRs") shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request Memorandum and expenseArticles of Association, send as amended from time to time. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares that the non-complying Owner or Beneficial Owner holds as shareholder or holds or is deemed to hold through his direct or indirect holding of financial instruments, as provided in the DTRs and the Company's Memorandum and Articles of Association, as amended from time to time (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any payments, including dividends and payments of a capital nature, in respect of those Shares, voiding any transfers of those Shares, prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of those Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions). In addition, each Owner specified by and Beneficial Owner of a Receipt agrees to comply with the provisions of the DTRs with regard to the notification to the Company a notice requiring of holdings in Shares, which currently provide, inter alia that any holder of Receipts or other person who holds or is deemed to hold through his direct or indirect holding of financial instruments (within the meaning of the DTRs) 3% or more of the outstanding Shares, or is aware that another person for whom it holds such Owner to notify the Depositary as to whether any of such Owner's Receipts or holds American Depositary Shares represented by directly or indirectly has a holding of that amount, must within two United Kingdom trading days after acquiring that holding or becoming so aware (and thereafter in certain circumstances upon any change in that holding amounting to at least one percent (1%) of the Receipts held outstanding Shares) notify the Company as required by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or personsDTRs. Each Owner by holding and Beneficial Owner of a Receipt or, as appropriate, seeking or accepting registration on acknowledges that it understands that failure to comply with the books DTRs in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purpose, agrees first paragraph of this Section 3.4. In the event that the Company determines that there has been a failure to provide comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office DTRs by a court or regulatory body of competent jurisdiction or pursuant to the information requested in Company's Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law, the Depositary shall notify agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company accordingly andrequests information from the Depositary or the Custodian, upon receipt as the registered holders of written Shares, pursuant to the Company's Memorandum and Articles of Association or the DTRs, the Depositary agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company to that effect, requesting the Depositary shall:
(a) discontinue to take the registration of transfers of all Receipts registered in the name of reasonable actions specified therein to obtain such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCinformation.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Beneficial Ownership. (A) Each person who is Notwithstanding any other provision of this Deposit Agreement, each Holder and Beneficial Owner agrees to comply with requests from the holder Company pursuant to the laws of The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Owner Memorandum and Articles of a ReceiptAssociation of the Company, by holding the same orwhich are made to provide information, inter alia, as appropriate, by seeking or accepting registration to the capacity in respect which such Holder and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of a Receipt on any other person interested in such ADSs and the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares nature of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the nameinterest, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification whether or not they are Holders at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office time of such changerequest. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shallagrees to use its reasonable efforts to comply, at the Company's requestexpense, also notify with written instructions received from the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice ("Disclosure Notice") given pursuant to Owners; and
(iii) sections 203 to 209 any applicable provision of United Kingdom law or the Articles of Association of the Companies Axx 0000 of Great Britain (Company. Each Holder and Beneficial Owner further acknowledges that failure by such Holder or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Beneficial Owner to notify provide on a timely basis the Depositary as to whether information required in any Disclosure Notice may result in the withholding of certain rights in respect of such Holder's or Beneficial Owner's American Depositary Shares including, without limitation, voting rights, the right to receive dividends or other payments and rights of free transferability in respect of the Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or personsAmerican Depositary Shares. Each Holder and Beneficial Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date comply with all applicable provisions of the notice United Kingdom law and the Depositary shall forthwith furnish Articles of Association of the Company with the information provided. Should any owner fail regard to provide the information sought within such period of 7 days, the Depositary shall notify notification to the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Holder's or Beneficial Owner;
's interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares equal to or in excess of three percent (b3%) suspend of such Shares outstanding or such other percentage as may be required from time to time pursuant to any provision of United Kingdom law or the distribution Articles of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding Association of the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCCompany.
Appears in 1 contract
Samples: Deposit Agreement (WPP Group PLC)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) The Company and the name, address Depositary may from time to time request Owners to provide information as to the capacity in which they hold Receipts and citizenship regarding the identity of every person with an any other persons then or previously interested in such Receipts and various other matters. Each such Owner agrees to provide any such information reasonably requested by the Company or the Depositary pursuant to this Article and such agreement shall survive any disposition of such Owner's interest in the Rio Tinto Shares to which the Notification relates; andor Receipts.
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of Notwithstanding any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes other provision of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving contrary and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(iwithout limiting Section 3.05(a) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward each Owner and Beneficial Owner of a Receipt agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to Owners; and
the United Kingdom Companies Act 1985 (iii) sections 203 as amended from time to 209 of the Companies Axx 0000 of Great Britain (or time and including any statutory modification or re-enactment thereof, the "Companies Act") shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request Memorandum and expenseArticles of Association, send as amended from time to time. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying Owner or Beneficial Owner is or was, or appears to be or has been, interested as provided in the Companies Act and the Company's Memorandum and Articles of Association, as amended from time to time (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any Owner specified payments, including dividends and payments of a capital nature, in respect of the Shares represented by such American Depositary Shares, voiding any transfers of the Company a notice requiring Shares represented by such Owner to notify American Depositary Shares, prohibiting the Depositary as to whether any issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such Owner's American Depositary Shares represented by and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions). In addition, each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any holder of Receipts held by or registered in the name of such Owner are being held, other person who is or becomes directly or indirectly, for some person other than such Owner and if so, indirectly interested (within the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books meaning of the Companies Act) in three percent (3%) or more of the outstanding Shares, or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary maintained for the purposeShares is so interested, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice must within 7 two United Kingdom business days after the date becoming so interested or so aware (and thereafter in certain circumstances upon any change of at least one percent (1%) of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner fail to provide the information sought within such period of 7 days, the Depositary shall outstanding Shares) notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTC.as
Appears in 1 contract
Samples: Deposit Agreement (Marconi Corp PLC)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the this Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in on this Article 7Section 3.04. For the purposes of this Article 7Section 3.04(A),
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares ordinary shares of the Company outstanding from time to time. As of the date of the this amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares ordinary shares of the Company equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares ordinary shares of the Company outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 Section 3.04 unless the Company requests, in writing and pursuant to Section 5.06 of the this Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx Xxx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any of such Owner's American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner Owner fail to provide the information sought within such period of 7 days, the Depositary shall notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTC.
Appears in 1 contract
Samples: Deposit Agreement (Rio Tinto PLC)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "“Notification"”) shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's ’s request, also notify the Company forthwith of any person's ’s interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's ’s behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "“person"”;
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares ordinary shares of the Company outstanding from time to time. As of the date of the amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares ordinary shares of the Company equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares ordinary shares of the Company outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's ’s request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any of such Owner's ’s American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's ’s notice within 7 days after the date of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner fail to provide the information sought within such period of 7 days, the Depositary shall notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTC.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in on this Article 7Section 3.04. For the purposes of this Article 7Section 3.04(A),
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding from time to time. As of the date of the this amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 Section 3.04 unless the Company requests, in writing and pursuant to Section 5.06 of the this Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any of such Owner's American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's notice within 7 days after the date of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner Owner fail to provide the information sought within such period of 7 days, the Depositary shall notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTC.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of Notwithstanding any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes other provision of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositarycontrary, by receiving each Owner and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale Beneficial Owner of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning a Receipt agrees to provide such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed may request in a disclosure notice (a "personDisclosure Notice";
) given pursuant to the United Kingdom Disclosure and Transparency Rules (ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding as amended from time to time. As of the date of the amended time and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or including any statutory modification or re-enactment thereof, the "DTRs") shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's request Memorandum and expenseArticles of Association, send as amended from time to time. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares that the non-complying Owner or Beneficial Owner holds as shareholder or holds or is deemed to hold through his direct or indirect holding of financial instruments, as provided in the DTRs and the Company's Memorandum and Articles of Association, as amended from time to time (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any payments, including dividends and payments of a capital nature, in respect of those Shares, voiding any transfers of those Shares, prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of those Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions). In addition, each Owner specified by and Beneficial Owner of a Receipt agrees to comply with the provisions of the DTRs with regard to the notification to the Company a notice requiring of holdings in Shares, which currently provide, inter alia that any holder of Receipts or other person who holds or is deemed to hold through his direct or indirect holding of financial instruments (within the meaning of the DTRs) 3% or more of the outstanding Shares, or is aware that another person for whom it holds such Owner to notify the Depositary as to whether any of such Owner's Receipts or holds American Depositary Shares represented by directly or indirectly has a holding of that amount, must within two United Kingdom trading days after acquiring that holding or becoming so aware (and thereafter in certain circumstances upon any change in that holding amounting to at least one percent (1%) of the Receipts held outstanding Shares) notify the Company as required by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or personsDTRs. Each Owner by holding and Beneficial Owner of a Receipt or, as appropriate, seeking or accepting registration on acknowledges that it understands that failure to comply with the books DTRs in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purpose, agrees first paragraph of this Section 3.4. In the event that the Company determines that there has been a failure to provide comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office DTRs by a court or regulatory body of competent jurisdiction or pursuant to the information requested in Company's Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law, the Depositary shall notify agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company accordingly andrequests information from the Depositary or the Custodian, upon receipt as the registered holders of written Shares, pursuant to the Company's Memorandum and Articles of Association or the DTRs, the Depositary agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company to that effect, requesting the Depositary shall:
(a) discontinue to take the registration of transfers of all Receipts registered in the name of reasonable actions specified therein to obtain such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCinformation.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of Notwithstanding any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes other provision of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositarycontrary, by receiving each Owner and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale Beneficial Owner of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning ADSs agrees to provide such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed may request in a "person";
disclosure notice (iia “Disclosure Notice”) given pursuant to the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding United Kingdom Disclosure and Transparency Rules (as amended from time to time. As of the date of the amended time and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or including any statutory modification or re-enactment thereof, the “DTRs”) shall apply or the Company’s Memorandum and Articles of Association, as amended from time to time. Each Owner and Beneficial Owner of ADS acknowledges that it understands that failure to comply with a Disclosure Notice may result in determining whether any person has an interest the imposition of sanctions against the holder of the Shares that the non-complying Owner or Beneficial Owner holds as shareholder or holds or is interested deemed to hold through his direct or indirect holding of financial instruments, as provided in Rio Tinto Shares.
(B) The Depositary shall, at the DTRs and the Company's request ’s Memorandum and expenseArticles of Association, send as amended from time to time (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any Owner specified payments, including dividends and payments of a capital nature, in respect of those Shares, voiding any transfers of those Shares, prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of those Shares and the Company a notice requiring such Owner nullification of any agreement to notify the Depositary as to whether any of such Owner's American Depositary Shares represented by effect any of the Receipts held acts subject to the restrictions by virtue of the sanctions). In addition, each Owner and Beneficial Owner of ADSs agrees to comply with the provisions of the DTRs with regard to the notification to the Company of holdings in Shares, which currently provide, inter alia, that any holder of Shares or registered in other person who holds or is deemed to hold through his direct or indirect holding of financial instruments (within the name meaning of the DTRs) 3% or more of the outstanding Shares, or is aware that another person for whom it holds such Owner are being held, Shares directly or indirectlyindirectly has a holding of that amount, for some person other than such Owner must within two United Kingdom trading days after acquiring that holding or becoming so aware (and if so, thereafter in certain circumstances upon any change in that holding amounting to at least one percent (1%) of the name, address and citizenship of such other person or personsoutstanding Shares) notify the Company as required by the DTRs. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on and Beneficial Owner of ADSs acknowledges that it understands that failure to comply with the books DTRs in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purpose, agrees first paragraph of Section 3.4 of the Deposit Agreement. In the event that the Company determines that there has been a failure to provide comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office DTRs by a court or regulatory body of competent jurisdiction or pursuant to the information requested in Company’s Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law, the Depositary shall notify agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and practicable actions specified therein to apply such sanctions. If the Company accordingly andrequests information from the Depositary or the Custodian, upon receipt as the registered holders of written Shares, pursuant to the Company’s Memorandum and Articles of Association or the DTRs, the Depositary agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company to that effect, requesting the Depositary shall:
(a) discontinue to take the registration of transfers of all Receipts registered in the name of reasonable actions specified therein to obtain such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCinformation.
Appears in 1 contract
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "“Notification"”) shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's ’s behalf regarding beneficial ownership other than as specifically set forth in on this Article 7Section 3.04. For the purposes of this Article 7Section 3.04(A),
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "“person"”;
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares ordinary shares of the Company outstanding from time to time. As of the date of the this amended and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares ordinary shares of the Company equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares ordinary shares of the Company outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 Section 3.04 unless the Company requests, in writing and pursuant to Section 5.06 of the this Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or any statutory modification or re-enactment thereof) shall apply in determining whether any person has an interest or is interested in Rio Tinto Shares.
(B) The Depositary shall, at the Company's ’s request and expense, send to any Owner specified by the Company a notice requiring such Owner to notify the Depositary as to whether any of such Owner's ’s American Depositary Shares represented by any of the Receipts held by or registered in the name of such Owner are being held, directly or indirectly, for some person other than such Owner and if so, the name, address and citizenship of such other person or persons. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on the books of the Depositary maintained for the purpose, agrees to provide to the Depositary at its Principal Office the information requested in the Depositary's ’s notice within 7 days after the date of the notice and the Depositary shall forthwith furnish the Company with the information provided. Should any owner Owner fail to provide the information sought within such period of 7 days, the Depositary shall notify the Company accordingly and, upon receipt of written instructions from the Company to that effect, the Depositary shall:
(a) discontinue the registration of transfers of all Receipts registered in the name of such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTC.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Disclosure of Beneficial Ownership. (A) Each person who is Notwithstanding any other provision of this Deposit Agreement to the holder or the contrary, each Owner and Beneficial Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register ADSs agrees to notify provide such information as the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly Company may request in a disclosure notice (by virtue of the ownership of Receipts or otherwisea “Disclosure Notice”) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known given pursuant to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission United Kingdom Disclosure and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far Transparency Rules (as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Notification exists shall be such percentage of the issued Rio Tinto Shares outstanding amended from time to time. As of the date of the amended time and restated Deposit Agreement, 1% of such outstanding issued Rio Tinto Shares equals 10,680,833 Rio Tinto Shares. The Company shall notify the Depositary not later than January 31 and July 31 in each year of the number of Rio Tinto Shares that, as at the end of the immediately preceding calendar month, equaled 1% of the issued Rio Tinto Shares outstanding at that date. The Depositary shall have no duty under this subsection (ii) of Article 7 unless the Company requests, in writing and pursuant to Section 5.06 of the Deposit Agreement, that the Depositary forward such information to Owners; and
(iii) sections 203 to 209 of the Companies Axx 0000 of Great Britain (or including any statutory modification or re-enactment thereof, the “DTRs”) shall apply or the Company’s Memorandum and Articles of Association, as amended from time to time. Each Owner and Beneficial Owner of ADS acknowledges that it understands that failure to comply with a Disclosure Notice may result in determining whether any person has an interest the imposition of sanctions against the holder of the Shares that the non-complying Owner or Beneficial Owner holds as shareholder or holds or is interested deemed to hold through his direct or indirect holding of financial instruments, as provided in Rio Tinto Shares.
(B) The Depositary shall, at the DTRs and the Company's request ’s Memorandum and expenseArticles of Association, send as amended from time to time (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any Owner specified payments, including dividends and payments of a capital nature, in respect of those Shares, voiding any transfers of those Shares, prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of those Shares and the Company a notice requiring such Owner nullification of any agreement to notify the Depositary as to whether any of such Owner's American Depositary Shares represented by effect any of the Receipts held acts subject to the restrictions by virtue of the sanctions). In addition, each Owner and Beneficial Owner of ADSs agrees to comply with the provisions of the DTRs with regard to the notification to the Company of holdings in Shares, which currently provide, inter alia, that any holder of Shares or registered in other person who holds or is deemed to hold through his direct or indirect holding of financial instruments (within the name meaning of the DTRs) 3% or more of the outstanding Shares, or is aware that another person for whom it holds such Owner are being held, Shares directly or indirectlyindirectly has a holding of that amount, for some person other than such Owner must within two United Kingdom trading days after acquiring that holding or becoming so aware (and if so, thereafter in certain circumstances upon any change in that holding amounting to at least one percent (1%) of the name, address and citizenship of such other person or personsoutstanding Shares) notify the Company as required by the DTRs. Each Owner by holding a Receipt or, as appropriate, seeking or accepting registration on and Beneficial Owner of ADSs acknowledges that it understands that failure to comply with the books DTRs in this regard may similarly result in the imposition of the Depositary maintained for sanctions described in the purpose, agrees first paragraph of this Section 3.4. In the event that the Company determines that there has been a failure to provide comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Depositary at its Principal Office DTRs by a court or regulatory body of competent jurisdiction or pursuant to the information requested in Company’s Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary's notice within 7 days after the date of the notice , giving full details thereof, and shall instruct the Depositary shall forthwith furnish in writing as to the Company with application of such sanctions to the information providedDeposited Securities. Should any owner fail to provide the information sought within such period of 7 daysExcept as prohibited by applicable law, the Depositary shall notify agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and practicable actions specified therein to apply such sanctions. If the Company accordingly andrequests information from the Depositary or the Custodian, upon receipt as the registered holders of written Shares, pursuant to the Company’s Memorandum and Articles of Association or the DTRs, the Depositary agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company to that effect, requesting the Depositary shall:
(a) discontinue to take the registration of transfers of all Receipts registered in the name of reasonable actions specified therein to obtain such Owner;
(b) suspend the distribution of dividends to such Owner; and
(c) not give any further notices to such Owner. Notwithstanding the foregoing, the Company may not so instruct the Depositary with respect to American Depositary Shares registered in the name of Cede & Co., as nominee for DTCinformation.
Appears in 1 contract
