Global Offering comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMP) Ordinance, the Securities and Futures Ordinance, the Listing Rules, the CSRC Rules and all applicable Laws and all requirements of the SEHK, the SFC, the CSRC or any other relevant Authority in respect of or by reason of the matters contemplated under this Agreement or otherwise in connection with the Global Offering including, without limitation, the Company will:
10.1.1 as soon as practicable, in compliance with the Listing Rules, procure its legal advisers to submit a declaration substantially as in Form F pursuant to Rule 9.11(37) of the Listing Rules on FINI;
10.1.2 do all such things (including but not limited to providing all such information and paying all such fees) as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.3 obtain or make all necessary Approvals and Filings (including but not limited to the CSRC Filings) with the Registrar of Companies in Hong Kong, the CSRC, the SEHK and the SFC;
10.1.4 make available on display the documents referred to in the section headed “Appendix VII – Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display” of the Hong Kong Prospectus for the period and at the websites stated therein;
10.1.5 comply with the Listing Rules in relation to the supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue or publish any statement, announcement or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior written consent of the Joint Sponsors and Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters);
10.1.6 procure that each of the H Share Registrar, the HK eIPO White Form Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement, any agreement between the Company and the HK eIPO White Form Provider and the Receiving Bank Agreement;
10.1.7 procure that none of the Directors or the Supervisors and that the relevant Director or the Supervisor to procure none of or their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either ...
Global Offering. (a) Subject to the provisions set out in Articles 14 and 16 below, the New Shares for which Preferential Subscription Rights have been excluded to avoid a fractional subscription ratio as well as all New Shares as to which Preferential Subscription Rights are not exercised during the Subscription Period (together the “Reoffer Shares”) will be offered to domestic and international investors (the “Reoffer Tranche”). The Reoffer Tranche will also include the Old Shares to be sold by the Selling Shareholders in accordance with Article 2 above, as well as Optional Shares, if and to the extent the Over-allotment Option is exercised, in accordance with Article 5 below. The Reoffer Tranche shall be offered (i) on behalf of the Company with respect to the New Shares and the Optional Shares (if any) and (ii) on behalf of the Selling Shareholders with respect to the Old Shares, in each case to investors in accordance with subsection (4) below during the Subscription Period and the Business Day succeeding such period with the aim of completing such offering by , 2004 with settlement on , 2004.
(b) The Company hereby instructs and authorizes, subject to the execution of the Pricing Agreement, the Underwriters to place the Reoffer Shares at the Reoffer Price in accordance with the provisions of this Agreement.
Global Offering. 2.1 The number of common shares, registered, book-entry and without par value issued by the Company set forth in item 1.1 of the Appendix I hereto (“Shares”) shall be offered, by means of primary public offering (i) in Brazil (“Shares of the Brazilian Offering”), on non-organized over-the-counter market, in conformity with CVM Instruction 400 and any other applicable legal provisions, with placement efforts abroad, in an offering registered pursuant to the U.S. Securities Act of 1933, as amended (“Securities Act”), subject to the legislation in force in the domicile country of each investor, through the investment methods regulated by the National Monetary Council (“CMN”), the Central Bank of Brazil (“Central Bank”) and CVM (“Brazilian Offering”); and (ii) abroad (“Shares of the International Offering”), in the form of American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), each ADS representing two Shares, by means of an offering registered pursuant to the Securities Act, subject to the legislation in force in the domicile country of each investor (“International Offering” and jointly with the Brazilian Offering, the “Global Offering”).
2.2 The Shares may be reallocated among the Brazilian Offering and the International Offering, by virtue of the demand verified in Brazil and abroad during the course of the Global Offering.
2.3 The Shares have been admitted for trading in the special securities trading segment of BM&FBOVESPA, governed by the Novo Xxxxxxx Listing Regulation of BM&FBOVESPA (“Novo Xxxxxxx Regulation”), under the symbol “PRGA3”.
2.4 The ADRs will be issued abroad by The Bank of New York Mellon, the depositary bank of the ADSs (“Depositary of the GDSs”), in conformity with the Deposit Agreement entered into by and among the Company and the Depositary of the ADSs (“Deposit Agreement for Issuance of ADRs”). The Shares of the International Offering evidenced by the ADSs will be deposited with Banco Itaú S.A. (“Custodian of the Shares of the International Offering”) in Brazil, pursuant to the terms and conditions set forth in the Custody Agreement entered into by and among the Depositary of the ADSs and the Custodian of the Shares of the International Offering (“Custody Agreement of the Shares of the International Offering”).
Global Offering. Each of the Warrantors hereby undertakes to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunner, the Joint Lead Managers, the Hong Kong Underwriters, the Capital Market Intermediaries and each of them:
10.9.1 to comply with the restrictions under Clause 9;
10.9.2 not to, and not to permit any affiliate (as defined in Rule 501(b) of Regulation D under the U.S. Securities Act) of the Company to sell, offer for sale or solicitor offers to buy or otherwise negotiate in respect of any security (as defined in the U.S. Securities Act) which could be integrated with the sale of the Offer Shares in a manner which would require registration under the U.S. Securities Act of the Offer Shares;
10.9.3 not to solicit any offer to buy or offer or sell the Offer Shares by means of any form of general solicitation or general advertising (as such terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act) or in any manner involving a public offering within the meanings of Section 4(a) (2) of the U.S. Securities Act; and
10.9.4 not to, and not to permit its affiliates (as defined in Rule 501(b) of Regulation D under the U.S. Securities Act) or any person acting on its or their behalf (other than the Underwriters) to engage in any direct selling efforts (as that term is defined in Regulation S) with respect to the Offer Shares.
Global Offering. The Global Offering will include, simultaneously:
(i) the Brazilian offering (“Brazilian Offering”), which will consist of the public offering for primary distribution of Shares (with the exception of ADSs) (“Brazilian Offering Shares”), to be held in Brazil, at a non-organized over-the-counter market, pursuant to the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) (“CVM”) Instruction No. 400, dated December 29, 2003, as amended (“CVM Instruction 400”), under the coordination of Banco BTG Pactual S.A. (“BTG Pactual” or “Lead Coordinator” or “Stabilizing Agent”), of Bank of America Xxxxxxx Xxxxx Banco Múltiplo S.A. (“BofA Xxxxxxx Xxxxx”), of Banco Barclays S.A.
Global Offering. The Offering will include, simultaneously:
(i) the Brazilian offering (“Brazilian Offering”), which will consist of the public offering for primary distribution of Shares (with the exception of ADSs) (“Brazilian Offering Shares”), to be held in Brazil, at a non-organized over-the-counter market, pursuant to the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) (“CVM”) Instruction No. 400, dated December 29, 2003, as amended (“CVM Instruction 400”), under the coordination of Banco BTG Pactual S.A. (“BTG Pactual” or “Lead Coordinator” or “Stabilizing Agent”), of Bank of America Xxxxxxx Xxxxx Banco Múltiplo S.A. (“BofA Xxxxxxx Xxxxx”), of Banco Barclays S.A. (“Barclays”), of Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“Citi”), of Banco de Investimentos Credit Suisse (Brasil) S.A. (“Credit Suisse”), of BES Investimento do Brasil S.A. – Banco de Investimento (“BESI”) and of HSBC Bank Brasil S.A. – Banco Múltiplo (“HSBC” and, together with BTG Pactual, BofA Xxxxxxx Xxxxx, Barclays, Citi, Credit Suisse and BESI, “Brazilian Coordinators”), of BB – Banco de Investimento S.A. (“BB Investimentos”), of Banco Bradesco BBI S.A. (“Bradesco BBI”), of Banco Caixa Geral – Brasil S.A. (“Caixa Geral”), of Xxxxxxx Xxxxx do Brasil Banco Múltiplo S.A. (“Xxxxxxx Xxxxx”), of Banco Itaú BBA S.A. (“Itaú BBA”), of Banco Xxxxxx Xxxxxxx X.X. (“Xxxxxx Xxxxxxx”) and of Banco Santander (Brasil) S.A. (“Santander” and, together with BB Investimentos, Bradesco BBI, Caixa Geral, Xxxxxxx Xxxxx, Itaú BBA and Xxxxxx Xxxxxxx, the “Brazilian Bookrunners” and, together with the Brazilian Coordinators, “Brazilian Joint Bookrunners”), and with the participation of XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“XP Investimentos”) and of Banco BNP Paribas Brasil S.A. (“BNP Paribas” and, together with XP Investimentos, the “Brazilian Co-Managers”) and of established consortium institutions authorized to operate in the Brazilian stock market, accredited by the São Paulo Stock Exchange (BM&FBOVESPA S.A. – Bolsa de Xxxxxxx Xxxxxxxxxxx e Futuros (“BM&FBOVESPA”), invited to participate in the Brazilian Offering exclusively for the purpose of placing the Brazilian Offering Shares through Non-Institutional Investors (“Consortium Institutions” and, together with the Brazilian Joint Bookrunners and the Brazilian Co-Managers, “Institutions Participating in the Brazilian Offering”). BTG Pactual US Capital L...
