Excluded Shareholders. The attention of Excluded Shareholders (being Overseas Shareholders and Sanctions Restricted Persons) is drawn to the paragraph titled “Excluded Shareholders” in Part 2 of this document. Overseas Shareholders will not receive a copy of the Aurora Prospectus unless they have satisfied the Directors and the Aurora Directors that they are entitled to receive and hold New Aurora Shares without breaching any relevant securities laws and without the need for compliance on the part of the Company or Aurora with any overseas laws, regulations, filing requirements or the equivalent. Sanctions Restricted Persons will not receive a copy of the Aurora Prospectus. Excluded Shareholders will not receive New Aurora Shares pursuant the Scheme in circumstances in which the Liquidators and/or Aurora acting reasonably consider that, notwithstanding that Excluded Shareholder’s entitlement to such New Aurora Shares under the Scheme, any such issue of New Aurora Shares to that Excluded Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction, or if the Liquidators and/or Aurora reasonably believes that the same may violate any applicable legal or regulatory requirements or may require Aurora to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the Liquidators and/or Aurora, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Excluded Shareholders is permitted to hold New Aurora Shares under any relevant securities laws or regulation of such overseas jurisdictions (or that Aurora would not be subject to any additional regulatory requirements to which it would not be subject but for such issue). To the extent that such an Excluded Shareholder would otherwise receive New Aurora Shares under the Scheme either because no Election, or a partial Election, for the Cash Option was made, or because an Excess Application was scaled back, then:
(a) each such Excluded Shareholder that has elected for at least their pro rata Basic Entitlement under the Cash Option will have their election treated in the same manner as any other Shareholder’s election for cash, and will be deemed to have elected to receive New Aurora Shares for the remainder of their Ordinary Shares;
(b) each such Excluded Shareholder that has not elected to receive cash under the Cash Option, or has elected for less than their pro rata Basic Entitlement, will be deemed...
Excluded Shareholders. 5.1 Unless the Board otherwise resolves having taken account of the opinion of its legal advisers of the relevant jurisdictions in which the Overseas Shareholders are situate, the Company shall, on or within two business days after the Prospectus Documents are posted to Qualifying Shareholders in accordance with Clause 4.1(3), post copies of the Prospectus (without the Provisional Allotment Letter or the Excess Application Form) marked “For Information Only” to the Excluded Shareholders.
5.2 The Company shall provisionally allot the Rights Shares, which represent the entitlements of the Excluded Shareholders to a nominee of the Company in nil-paid form and the Company shall procure that such nominee shall endeavour to sell the rights as soon as practicable after dealings in nil-paid Rights Shares commence and in any event on or before the last day of dealings in nil-paid Rights Shares at a net premium (nil-paid). If and to the extent that such rights can be so sold, the nominee shall account to the Company for the net proceeds of sale (after deducting the expenses of sale, if any), on the basis that the net proceeds after deducting the expenses of sale (if any) attributable to the sale of the Rights Shares that would otherwise have been allotted to the Excluded Shareholders shall be distributed pro rata to their shareholdings as at the Record Date (but rounded down to the nearest cent) to the Excluded Shareholders provided that individual amounts of HK$100 or less shall be retained by the Company for its own benefit. Any of such nil-paid rights which are not sold as aforesaid will be dealt with as Rights Shares not accepted in accordance with Clauses 6.2 and 6.3.
Excluded Shareholders. 9.4.1. Xxxx Equipment has been advised by IAB that there are Bell Equipment Shareholders who are related to the founding family of Bell Equipment, and some third parties, holding or controlling between them, as at the Signature Date, 14 169 896 (fourteen million one hundred and sixty nine thousand eight hundred and ninety six) Bell Equipment Ordinary Shares representing 14,82% (fourteen point eight two per cent) of the total issued share capital of Bell Equipment, who will be excluded from the Scheme and who will thus retain their Bell Equipment Ordinary Shares (the “Excluded Shareholders”).
9.4.2. These Excluded Shareholders have agreed to be and the TRP has (to the extent required) approved them being, excluded from the Scheme . As at the Signature Date the Excluded Shareholders are: Xxxx, Xxxx Xxxxxxx (Non-Executive Chairman of the Board) 253 600 Xxxx, Xxxxxxx Xxxxxx 29 500 Xxxx, Xxxx Xxxx 29 259 Xxxxxxx, Xxxxxxx Xxxxx 27 300 Xxxx, Xxxxxxx 25 000 Xxxx, Xxxxx Xxxxxx 23 400 Xxxxxxx, Xxx Xxxx 5 400 Xxxx, Xxxxxx Xxx (chief executive) 2 598 Xxxx, Xxxxxxx Xxx 2 821 Xxxx, Xxxxxxx 301 Xxxx, Xxxxxx Xxxxxxx Xxxxxxxxx Capital (Pty) Ltd Zenithar (Pty) Ltd Peresec Prime Brokers (Pty) Ltd 100 4,781,899 4 516 347 4 472 371 Total 14 169 896 10. SALIENT TERMS AND CONDITIONS OF THE SCHEME
Excluded Shareholders. The issue of New Aurora Shares to persons resident in or citizens of jurisdictions outside the UK may be affected by the laws of the relevant jurisdiction. Such Shareholders should inform themselves about and observe any legal requirements in the relevant jurisdiction. In particular:
(a) the New Aurora Shares have not been, and will not be, registered under the US Securities Act, or the securities laws of any state or other jurisdiction of the United States, and the New Aurora Shares may not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, into or within the United States, or to or for the benefit of any US Persons, except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;
(b) the New Aurora Shares have not been, and will not be, registered under the securities laws of any of Australia, Canada, Japan, New Zealand, the Republic of South Africa or any EEA member state, or their respective territories or possessions. Accordingly, the New Aurora Shares may not (unless an exemption from such legislation or such laws is available) be offered, sold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa or any EEA member state, or their respective territories or possessions;
(c) there has not been and will be no public offer of the New Aurora Shares in the United States;
(d) Aurora has not been, and will not be, registered under the US Investment Company Act and investors in the New Aurora Shares will not be entitled to the benefits of the US Investment Company Act; and
(e) no offer is being made, directly or indirectly, under the Scheme, in or into by the use of mails, or by means of instrumentality (including, without limitation, facsimile, or transmission, telex or telephone) of interstate or foreign commerce, or of any facility in a national securities exchange, of the United States (unless an exemption from such legislation or such laws is available), Australia, Canada, Japan, New Zealand, the Republic of South Africa or any EEA member state, or their respective territories or possessions. It is the responsibility of Shareholders with registered addresses outside the UK to satisfy themselves as to the observance of the laws of the relevant jurisdiction in connection with the issue of New Aurora Shares...
