Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 27
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694.
If securities are reserved for allocation to any group of targeted investors, including, for example, offerings to
existing shareholders, directors, or employees and past employees of the company or its subsidiaries, provide
details of these and any other preferential allocation arrangements.
5.
Indicate whether the amount of the offering could be increased, such as by the exercise of an underwriter’s
over-allotment option or “greenshoe,” and by how much.
6.
Indicate the amount, and outline briefly the plan of distribution, of any securities that are to be offered otherwise
than through underwriters. If the securities are to be offered through the selling efforts of brokers or dealers,
describe the plan of distribution and the terms of any agreement or understanding with such entities. If known,
identify the broker(s) or dealer(s) that will participate in the offering and state the amount to be offered through
each.
7.
If the securities are to be offered in connection with the writing of exchange-traded call options, describe briefly
such transactions.
8.
If simultaneously or almost simultaneously with the creation of shares for which admission to official listing
is being sought, shares of the same class are subscribed for or placed privately or if shares of other classes are
created for public or private placing, details are to be given of the nature of such operations and of the number
and characteristics of the shares to which they relate.
9.
Unless otherwise described under the response to Item 10.C (Material Contracts), describe the features of the
underwriting relationship together with the amount of securities being underwritten by each underwriter in
privity of contract with the company or selling shareholders. The foregoing information should include a
statement as to whether the underwriters are or will be committed to take and to pay for all of the securities if
any are taken, or whether it is an agency or the type of “best efforts” arrangement under which the underwriters
are required to take and to pay for only such securities as they may sell to the public.
10.
If any underwriter or other financial adviser has a material relationship with the company, describe the nature
and terms of such relationship.
C.
Markets. The company shall disclose all stock exchanges and other regulated markets on which the securities to be
offered or listed are traded. When an application for admission to any exchange and/or regulated market is being or
will be sought, this must be mentioned, without creating the impression that the listing necessarily will be approved.
If known, the dates on which the shares will be listed and dealt in should be given.
D.
Selling shareholders The following information shall be provided:
1.
The name and address of the person or entity offering to sell the shares, the nature of any position, office or
other material relationship that the selling shareholder has had within the past three years with the company
or any of its predecessors or affiliates.
2.
The number and class of securities being offered by each of the selling shareholders, and the percentage of
the existing equity capital. The amount and percentage of the securities for each particular type of securities
beneficially held by the selling shareholder before and immediately after the offering shall be specified.
E.
Dilution. The following information shall be provided:
1.
Where there is a substantial disparity between the public offering price and the effective cash cost to directors
or senior management, or affiliated persons, of equity securities acquired by them in transactions during the
past five years, or which they have the right to acquire, include a comparison of the public contribution in the
proposed public offering and the effective cash contributions of such persons.
2.
Disclose the amount and percentage of immediate dilution resulting from the offering, computed as the
difference between the offering price per share and the net book value per share for the equivalent class of
security, as of the latest balance sheet date.
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