Disclaimer:
We reiterate that the distribution of in-kind dividends and the listing of Agility Global PLC on ADX is still subject to certain regulatory approvals without which the transaction cannot materialize. Agility will inform the shareholders if and when such approvals are received.
This is not a promotion, recommendation, consultation or marketing of any interests to any party.
Information provided to or through Agility’s dedicated portal will be treated with confidentiality and will only be disclosed on a need-to-know basis for the purpose of allowing the shareholders to receive their shares in Agility Global PLC.
In connection with any distribution by Agility Public Warehousing Company K.S.C.P (“Agility”) of ordinary shares (“Ordinary Shares”) of a subsidiary (the “Company”) to its holders of ordinary shares (the “Distribution”), as a holder of ordinary shares of Agility, the undersigned represents, agrees and acknowledges as follows:
(1) It is, at the time of the Distribution, either: (i) outside the United States for the purposes of Rule 903 under the Securities Act and not a US person (as defined in Regulation S); or (ii) i acquiring these Ordinary Shares for its own account as a qualified purchaser as defined in section 2(a)(51) of the United States Investment Company Act of 1940, as amended, and the rules and regulations thereunder, or for the accounts of one or more investor accounts (each of which is such a qualified purchaser), not formed for the specific purpose of investing in the Subsidiary.
(2) It is aware that the Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States.
(3) It agrees (or, if it is acting for the account of another person, such person has confirmed to it that such person agrees) that it (or such person) will not offer, resell, pledge or otherwise transfer the Ordinary Shares except in accordance with the following legend, which the Ordinary Shares will bear if in certificated form:
THESE ORDINARY SHARES (THE “SHARES”) OF THE COMPANY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION EXECUTED IN, ON OR THROUGH THE FACILITIES OF THE ABU DHABI SECURITIES EXCHANGE OR ANOTHER NON-US SECURITIES EXCHANGE ON WHICH THE SHARES ARE TRADED, AND IN ANY SUCH CASE NEITHER THE HOLDER HEREOF NOR ANY PERSON ACTING ON ITS BEHALF WILL PRE-ARRANGE SUCH A TRANSACTION WITH A BUYER LOCATED IN THE UNITED STATES OR KNOWN TO BE A US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT).
THE COMPANY AND ITS AGENTS WILL NOT BE REQUIRED TO ACCEPT FOR REGISTRATION OF TRANSFER ANY SHARES ACQUIRED BY AN INVESTOR MADE OTHER THAN IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH HEREIN. IF AT ANY TIME THE COMPANY BECOMES AWARE THAT ANY BENEFICIAL OWNER OF THE SHARES IS REQUIRED TO BE A QUALIFIED PURCHASER AS DEFINED IN SECTION 2(A)(51) OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), BUT IS NOT A QUALIFIED PURCHASER, THE COMPANY MAY PROVIDE NOTICE TO SUCH BENEFICIAL OWNER WHICH REQUIRES SUCH BENEFICIAL OWNER, WITHIN 14 DAYS OF RECEIPT OF SUCH NOTICE OR SUCH LONGER PERIOD AS THE COMPANY CONSIDERS REASONABLE, TO SELL ITS SHARES IN A TRANSACTION EXECUTED IN, ON OR THROUGH THE FACILITIES OF ANY NON-US SECURITIES EXCHANGE ON WHICH THE SHARES ARE TRADED, AND IN ANY SUCH CASE NEITHER THE BENEFICIAL OWNER NOR ANY PERSON ACTING ON ITS BEHALF WILL PRE-ARRANGE SUCH A TRANSACTION WITH A BUYER LOCATED IN THE UNITED STATES OR KNOWN TO BE A US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). IF THE OBLIGATION TO SELL HAS NOT BEEN SATISFIED WITHIN THE RELEVANT PERIOD OF TIME, THE COMPANY IS IRREVOCABLY AUTHORIZED, WITHOUT ANY OBLIGATION, TO TRANSFER THE SHARES, AS APPLICABLE, IN A MANNER CONSISTENT WITH THE RESTRICTIONS SET FORTH HEREIN AND, IF SUCH SHARES ARE SOLD, THE COMPANY WILL DISTRIBUTE THE NET PROCEEDS TO THE ENTITLED PARTY. THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED, AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT PURSUANT TO SECTION 3(C)(7) THEREOF AND THE COMPANY HAS ELECTED TO IMPOSE THE TRANSFER AND SELLING RESTRICTIONS WITH RESPECT TO PERSONS IN THE UNITED STATES AND US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) DESCRIBED HEREIN SO THAT THE COMPANY WILL QUALIFY FOR THE EXEMPTION PROVIDED UNDER SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT AND WILL HAVE NO OBLIGATION TO REGISTER AS AN INVESTMENT COMPANY EVEN IF IT WERE OTHERWISE DETERMINED TO BE AN INVESTMENT COMPANY.
(4) Upon a proposed transfer of the Ordinary Shares, it will notify any purchaser of such shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the shares being sold.
(5) The Company, Agility and their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.
If a holder of Ordinary Shares is acquiring such Ordinary Shares in the Distribution as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing representations and agreements on behalf of each account.
