INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to “incorporate by reference” the information we file with them which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23, 2022. • The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports on Form 8-K filed with the SEC on January 7, 2022, January 13, 2022, February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 2022, and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. • The description of our Common Stock contained in our registration statement on Form 8-A, filed with the SEC on November 3, 2014, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectu...
INFORMATION INCORPORATED BY REFERENCE. The interactive data in XBRL included or incorporated by reference in any Registration Statement, any Statutory Prospectus and the General Disclosure Package fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto.
INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to incorporate by reference into this prospectus supplement the information contained in other documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this prospectus supplement, to the extent that a statement contained in or omitted from this prospectus supplement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. We incorporate by reference the documents listed below which have been filed by us: • Our Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 18, 2021 (and any portions of our Definitive Proxy Statement on Schedule 14A filed on April 15, 2021 that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020); • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021 filed with the SEC on May 13, 2021, August 12, 2021, and November 10, 2021 respectively; • Our Current Reports on Form 8-K filed with the SEC on February 25, 2021, June 2, 2021, June 14, 2021, June 16, 2021, June 30, 2021, August 23, 2021, September 1, 2021, October 6, 2021, October 26, 2021, October 27, 2021, November 4, 2021, and November 9, 2021; • The description of our common stock contained in our registration statement on Form 8-A (File No. 001-39334) filed with the SEC on June 16, 2020, including any amendment or report filed for the purpose of updating such description. All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any report or document that is not deemed filed under such provisions on or after the date of this prospectus supplement until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus supplement is a part has been withdrawn, shall be deemed incorporated by reference in this prospectus supplement and to be a part of this prospectus supplement from the date of filing of t...
INFORMATION INCORPORATED BY REFERENCE. To our knowledge, the interactive data in eXtensible Business Reporting Language included or incorporated by reference in any Registration Statement, any Statutory Prospectus and the General Disclosure Package is presented, in all material respects, in accordance and consistent with the Commission’s rules and guidelines applicable thereto.
INFORMATION INCORPORATED BY REFERENCE. The following documents shall be deemed to be incorporated in, and to form part of, this Offering Circular:
INFORMATION INCORPORATED BY REFERENCE. With respect to (i) any Notes to be issued by the Bank or any Branch Issuer or (ii) any Guaranteed Notes, this Offering Circular should be read and construed in conjunction with each relevant Pricing Supplement, the audited consolidated financial statements of the Bank as at and for the years ended 31 December 2018 and 2019 published on the Hong Kong Stock Exchange, the most recently published audited annual financial statements and any interim financial statements (whether audited or unaudited) published subsequently to such annual financial statements of the Bank from time to time on the Hong Kong Stock Exchange and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents. With respect to any Notes to be issued by any Subsidiary Issuer, an amendment or supplement to this Offering Circular or a replacement Offering Circular will be published for use in connection with offering of the relevant Notes, which should be read and construed in conjunction with each relevant Pricing Supplement. As any quarterly financial statements published on the Hong Kong Stock Exchange has not been audited or reviewed by the Bank’s auditors, such interim financial information should not be relied upon by investors to provide the same quality of information associated with information that has been subject to an audit or review. Investors should exercise caution when using such data to evaluate the Group’s business, financial condition and results of operation. Copies of all such documents which are so deemed to be incorporated in, and to form part of, this Offering Circular will be available free of charge during usual business hours on any weekday (Saturdays and public holidays excepted) from the specified offices of the Paying Agents and the principal office in Hong Kong of the Principal Paying Agent (as defined under “Summary of the Programme”) (or such other Paying Agent for the time being in Hong Kong) set out at the end of this Offering Circular.
INFORMATION INCORPORATED BY REFERENCE. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus fairly presents the information called for and is prepared in accordance with the Commission's rules and guidelines applicable thereto.
INFORMATION INCORPORATED BY REFERENCE. To the extent that information is incorporated by reference into any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or the Registration Statement pursuant to the rules and regulations of the Commission, the terms "Preliminary Prospectus," "Commitment Prospectus," "Prospectus," and "Registration Statement," as the case may be, shall be deemed to include the information so incorporated. Please confirm that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, Xxxx.xxx, Inc. President and Chief Executive Officer Solely with respect to Sections 5.2, 6.2, 8, 9, 13, 16, 18, and 20 of this Agreement, the Selling Stockholders named in Section II hereto, acting Severally By: attorney-in-fact CONFIRMED as of the date first above mentioned, on behalf of the Representative and the other several Underwriters named in Schedule I hereto. ThinkEquity Partners, LLC By: [Authorized Representative] 37 SCHEDULE I Name Number Firm Shares ThinkEquity Partners, LLC Pacific Growth Equities, LLC Susquehanna Financial Group, LLLP Total SCHEDULE II Name Number Firm Shares Total SCHEDULE III Pricing Disclosure Package QuickLinks Exhibit 1
INFORMATION INCORPORATED BY REFERENCE. Under the Securities Act of 1933, the Company has filed with the Securities and Exchange Commission ("SEC") a registration statement (the "Registration Statement") relating to the Contracts offered by this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's annual report on Form 10-K was filed with the SEC on March 30, 2015 via XXXXX File No. 033-03094. The Form 10-K contains information for the period ended December 31, 2014, about the Company, including consolidated audited financial statements for the Company's latest fiscal year. The Form 10-K is incorporated by reference into this xxxxxxxxxx.Xx addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") prior to the termination of the offering, are also incorporated by reference into this prospectus. We are not incorporating by reference, in any case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnish, without charge, a copy of any and all of the reports or documents that have been incorporated by reference into this prospectus. You may direct Your requests to the Company at, 00000 Xxxxx Xxxxxxxxx Xxxxx Xxxx, Xxxxxxxxx, XX, 00000. The telephone number 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx. The Company files periodic reports as required under the Exchange Act (including Form 10-K, 10-Q and 8-K). You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information stateme...
INFORMATION INCORPORATED BY REFERENCE. 105 APPENDICES Appendix A Agreement and Plan of Merger by and among JD Sports Fashion Plc, Genesis Merger Sub, Inc., and The Finish Line, Inc. dated as of March 25, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . A Appendix B Opinion of XX Xxxxxxx Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B Appendix C Opinion of Xxxxxxxx Xxxxx Capital, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C Appendix D Voting and Support Agreement by and among JD Sports Fashion Plc, Genesis Merger Sub, Inc., and certain shareholders of The Finish Line, Inc. dated as of March 25, 2018 . . . . . . D Appendix E Irrevocable Undertaking by Pentland Group plc dated March 25, 2018 . . . . . . . . . . . . . . . . . E [This page intentionally left blank] QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE FINISH LINE SPECIAL MEETING Following are questions and related answers that address some of the questions you may have regarding the merger, the Merger Agreement, the Special Meeting, and related matters. These questions and answers may not contain all of the information relevant to you, do not purport to summarize all material information relating to the merger, the Merger Agreement, and related matters, or any of the other matters discussed in this proxy statement, and are subject to, and are qualified in their entirety by, the more detailed information contained in or attached to this proxy statement. Therefore, you should carefully read this entire proxy statement, including the attached appendices and materials to which we refer you in order to fully understand the merger, the Merger Agreement, and the transactions contemplated thereby.
