As filed with the Securities and Exchange Commission on August 4, 2017
Registration No. 333-219567
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NABRIVA THERAPEUTICS PLC
(Exact name of registrant as specified in its charter)
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Ireland |
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N/A |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
25-28 North Wall Quay, IFSC
Dublin 1, Ireland
(+353 1 649-2000)
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Colin Broom
Chief Executive Officer
Nabriva Therapeutics plc
1000 Continental Drive, Suite 600
King of Prussia, PA 19406
(610) 816-6640
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
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Brian A. Johnson |
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Robert Crotty |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
o |
Accelerated filer |
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Non-accelerated filer |
x |
Smaller reporting company |
o |
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(Do not check if a smaller reporting company) |
Emerging growth company |
x | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-219567) is being filed solely for the purpose of filing an updated Exhibit 5.1 in order to respond to comments received from the Securities and Exchange Commission. No changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus is being omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below are estimates (except in the case of the SEC registration fee) of the amount of fees and expenses to be incurred in connection with the issuance and distribution of the offered securities, other than underwriting discounts and commissions.
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SEC registration fee |
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$ |
20,283 |
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Printing and engraving |
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* |
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Accounting services |
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* |
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Legal fees of registrant’s counsel |
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* |
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Transfer agent’s, trustee’s and depository’s fees and expenses |
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* |
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Miscellaneous |
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* |
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Total |
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$ |
* |
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* These fees are calculated based on the securities offered and the number of issuances and, accordingly, cannot be estimated at this time.
Item 15. Indemnification of Directors and Officers.
Our articles of association contain indemnification for the benefit of our directors, company secretary and executive officers (and those of other group entities and affiliates) to the fullest extent permitted by Irish law. However, as to our directors and company secretary, this indemnity is limited under Irish law, which provides that a company may not exempt its directors or company secretary from liability for any negligence, default, breach of duty or breach of trust. The Irish Companies Act prescribes that an advance commitment to indemnify only permits a company to pay the costs or to discharge the liability of a director or company secretary, where judgment is given in favor of the director or company secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or company secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or company secretary over and above the limitations imposed by the Irish Companies Act will be void, whether contained in its articles of association or any contract between the company and its director or company secretary. This restriction does not apply to our executive officers who are not members of our Board of Directors or our company secretary.
We have entered into indemnification agreements with each of our directors and officers. Subject to the provisions of the Irish Companies Act, these indemnification agreements require us, among other things, to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.
We provide directors’ and officers’ liability insurance for our directors and officers against civil liabilities, which they may incur in connection with their activities on our behalf, including insurance coverage against liabilities under the Securities Act.
Item 16. Exhibits.
The exhibits to this Registration Statement are listed in the exhibit index, which appears elsewhere herein and is incorporated herein by reference.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by a Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act:
(i) the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and
(ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) If applicable, the undersigned Registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transaction by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
(9) The undersigned Registrant hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(10) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of King of Prussia, Pennsylvania on August 4, 2017.
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NABRIVA THERAPEUTICS PLC | |
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By: |
/s/ Colin Broom |
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Name: Colin Broom |
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Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date | |
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/s/ Colin Broom |
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Chief Executive Officer and Director |
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August 4, 2017 | |
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Colin Broom |
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(Principal Executive Officer) |
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/s/ Gary Sender |
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Chief Financial Officer |
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August 4, 2017 | |
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Gary Sender |
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(Principal Financial and Accounting Officer) |
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* |
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Chairman of the Board |
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August 4, 2017 | |
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Daniel Burgess |
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Director |
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August 4, 2017 | |
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Axel Bolte |
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Director |
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August 4, 2017 | |
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Mark Corrigan |
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Director |
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August 4, 2017 | |
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Chau Khuong |
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Director |
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August 4, 2017 | |
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George Talbot |
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Director |
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August 4, 2017 | |
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Charles Rowland |
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Director |
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August 4, 2017 | |
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Stephen Webster |
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Director |
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August 4, 2017 | |
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Carrie Bourdow |
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*By: |
/s/ Colin Broom |
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Name: |
Colin Broom |
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Title: |
Attorney-in-fact |
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NABRIVA THERAPEUTICS PLC |
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By: |
/s/ Colin Broom |
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Name: |
Colin Broom |
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Title: |
Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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1.1* |
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Form of Underwriting Agreement |
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4.1*** |
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Memorandum and Articles of Association of Nabriva Therapeutics plc (incorporated by reference to Exhibit 3.1 to Nabriva Therapeutics plc’s Current Report on Form 8-K, dated as of June 26, 2017) (File No. 001-38132) |
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4.2*** |
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Form of Senior Indenture |
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4.3*** |
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Form of Subordinated Indenture |
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4.4*** |
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Form of Senior Note |
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4.5*** |
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Form of Subordinated Note |
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4.6* |
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Form of Deposit Agreement |
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4.7* |
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Form of Warrant Agreement |
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4.8* |
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Form of Purchase Contract Agreement |
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4.9* |
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Form of Unit Agreement |
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5.1 |
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Opinion of A&L Goodbody |
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12.1*** |
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Calculation of Consolidated Ratios of Earnings to Fixed Charges and Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends |
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23.1*** |
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Consent of PwC Wirtschaftsprüfung GmbH |
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23.2 |
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Consent of A&L Goodbody (included in Exhibit 5.1) |
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24.1*** |
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Powers of Attorney (included on the signature pages to the Registration Statement) |
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25.1** |
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The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture |
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25.2** |
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The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture |
* To be filed by amendment or by a Current Report on Form 8-K.
** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.
*** Previously filed.
Exhibit 5.1
A&L Goodbody Solicitors International Financial Services Centre North Wall Quay Dublin 1
Tel: +353 1 649 2000 Fax: +353 1 649 2649 email: info@algoodbody.com website: www.algoodbody.com dx: 29 Dublin
A
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Our ref |
RML/KD5 01420150 |
Your ref |
Date |
4 August 2017 |
B |
Nabriva Therapeutics plc
25-28 North Wall Quay
Dublin 1
Ireland
Re: Nabriva Therapeutics plc (the Company)
Dear Sirs
We are acting as Irish counsel to the Company, a public limited company incorporated under the laws of Ireland (registered number 599588) in connection with the filing of a Registration Statement on Form S-3 (the Registration Statement) with the Securities and Exchange Commission (the SEC) pursuant to which we understand the Company will register, under the Securities Act of 1933, as amended (the Securities Act), (i) ordinary shares (the Ordinary Shares) of the Company, par value $0.01 per share and preferred shares (the Preferred Shares) of the Company, par value $0.01 (the Ordinary Shares and the Preferred Shares together, the Shares), (ii) depositary shares of the Company representing one or more Preferred Shares (the Depositary Shares), (iii) debt securities of the Company (the Debt Securities), (iv) warrants to purchase the Shares, Depositary Shares or Debt Securities (the Warrants), (v) share purchase contracts to purchase the Shares or the Depositary Shares (the Purchase Contracts), which may be issued under one or more share purchase contract agreements proposed to be entered into by the Company and a share purchase agent or agents and evidenced by one or more share purchase contract certificates and (vi) share purchase units (the Purchase Units) consisting of Purchase Contracts and beneficial interests in Debt Securities or any other securities, which may be issued under one or more share purchase unit agreements proposed to be entered into by the Company and a share purchase unit agent or agents to be named and evidenced by one or more share purchase unit certificates. The Shares, the Depositary Shares, the Debt Securities, the Warrants, the Purchase Contracts and the Purchase Units are collectively referred to as the Offered Securities, all of which may be issued and sold by the Company from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an aggregate initial offering price not to exceed $175,000,000, as set forth in the Registration Statement, the prospectus contained therein (the Prospectus) and any amendments or supplements thereto.
In connection with this Opinion, we have reviewed:
· the Registration Statement; and
· copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed.
In rendering this Opinion, we have examined, and have assumed the truth and accuracy of the contents of, all such corporate records, documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches on 4 August 2017 (being the last practicable date on which searches could be conducted) in public registries in Ireland as we have
Dublin Belfast London New York San Francisco Palo Alto
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P.M. Law |
L.A. Kennedy |
K.A. Feeney |
G. O’Toole |
S. O’Croinin |
A.M. Curran |
P.M. Murray |
M. Coghlan |
K. Ryan |
R. Lyons |
J. Williams |
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C.E. Gill |
S.M. Doggett |
M. Sherlock |
J.N. Kelly |
J.W. Yarr |
A. Roberts |
N. Ryan |
D.R. Francis |
E. Hurley |
J. Sheehy |
A. O’Beirne |
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E.M. FitzGerald |
B. McDermott |
E.P. Conlon |
N. O’Sullivan |
D.R. Baxter |
M. Dale |
P. Walker |
A. Casey |
G. Stanley |
C. Morrissey |
M.D. Cole |
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J. G. Grennan |
C. Duffy |
E. MacNeill |
M.J. Ward |
A. McCarthy |
R.M. Moore |
K. Furlong |
B. Hosty |
D. Dagostino |
C. McLoughlin |
G. Conheady |
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J. Coman |
P.V. Maher |
K.P. Allen |
A.C. Burke |
J.F. Whelan |
D. Main |
P.T. Fahy |
M. O’Brien |
E. Keane |
C. Carroll |
J. Dallas |
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P.D. White |
S. O’Riordan |
E.A. Roberts |
D. Widger |
J.B. Somerville |
J. Cahir |
M. Rasdale |
K. Killalea |
C. Clarkin |
S.E. Carson |
S.M. Lynch |
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V.J. Power |
M.P. McKenna |
C. Rogers |
C. Christle |
M.F. Barr |
M. Traynor |
D. Inverarity |
L. Mulleady |
R. Grey |
P. Diggin |
M. McElhinney |
Consultants: J.R. Osborne S.W. Haughey Professor J.C.W. Wylie A.F. Browne M.A. Greene A.V. Fanagan J.A. O’Farrell I.B. Moore
deemed necessary or appropriate for the purposes of this Opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the (continued) truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.
We have further assumed:
1. that, at the time of the issuance of the Shares, a sufficient number of Ordinary Shares or Preferred Shares (as applicable) will be authorised and available for issuance by the Company’s board of directors (the Board) pursuant to the Company’s memorandum and articles of association, that the consideration for the issuance of such Shares will not be less than the par value of such Ordinary Shares or Preferred Shares (as applicable), and that the Board, or any appropriate committee appointed thereby, will have the valid authority to issue such Ordinary Shares or Preferred Shares on a non-pre-emptive basis;
2. that, at the time of the issuance of the Offered Securities, pursuant to the Company’s memorandum and articles of association, that the Board, or any appropriate committee appointed thereby, will have the valid authority to issue such Offered Securities and that such Offered Securities will have been duly executed, authenticated (if applicable), issued and delivered against payment therefor in accordance with the terms of the applicable Offered Securities agreement and in the manner contemplated by the applicable prospectus and that such Offered Securities will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms;
3. that none of the resolutions and authorities of the Board or shareholders of the Company upon which we have relied have been or will be varied, amended or revoked in any respect or have expired and that the Offered Securities will be issued in accordance with such resolutions and authorities;
4. that no authorisations, approvals, licences, exemptions or consents of governmental or regulatory authorities with respect to the agreements or arrangements referred to in the Registration Statement or with respect to any issue offer or sale of Offered Securities are or will be required to be obtained, that the Offered Securities will conform with the descriptions and restrictions contained in the Registration Statement, subject to such changes as may be required in order to comply with any requirement of Irish law, that the selling restrictions contained therein have been and will be at all times observed and that the Offered Securities will comply with the terms of any agreements relating to the Offered Securities;
5. that the terms of the Offered Securities of the Company will have been established so as not to, and that the execution and delivery by the Company of, and the performance of its obligations under, the Offered Securities and each depositary share agreement, warrant agreement, share purchase contract agreement, share purchase unit agreement or other agreement relating to the Offered Securities (as applicable), will not violate, conflict with or constitute a default under (i) the memorandum and articles of association of the Company, (ii) any agreement or instrument to which the Company or its properties are subject, (iii) any law, rule or regulation to which the Company or its properties is subject, (iv) any judicial or regulatory order or decree of any
governmental authority or (v) any consent, approval, license, authorisation or validation of, or filing, recording or registration with, any governmental authority; and
6. the absence of fraud on the part of the Company and its respective officers, employees, agents and advisers and that the Company will issue the Offered Securities in good faith, for its legitimate and bona fide business purposes. We have further assumed that: (i) the Company will be fully solvent at the time of and immediately following the issue of any Offered Securities; (ii) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to the issue of any Offered Securities; (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the issue of any Offered Securities and (iv) no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in relation to the Company prior to the issue of the Offered Securities.
Subject to the foregoing and to the within additional qualifications and assumptions, and based upon searches carried out in the Irish Companies Registration Office and the Central Office of the High Court on 4 August 2017, we are of the opinion that:
· the Company is a company duly incorporated under the laws of Ireland and validly existing under the laws of Ireland;
· the Shares, when issued in accordance with all necessary corporate action of the Company, including a valid resolution of the Board or any duly appointed committee thereof, will be duly authorised, validly issued, fully paid and will not be subject to calls for any additional payments (non-assessable);
· the Depositary Shares, Debt Securities, Warrants, Purchase Contracts and Purchase Units when (i) issued in accordance with all necessary corporate action of the Company, including a valid resolution of the Board or any duly appointed committee thereof, (ii) if appropriate, authenticated in the manner set forth in the applicable depositary share agreement, indenture, warrant agreement, share purchase contract agreement, share purchase unit agreement or other applicable agreement; (iii) delivered against due payment therefor, and (iv) the applicable depositary share agreement, indenture, warrant agreement, share purchase contract agreement, share purchase unit agreement or other applicable agreement has been duly authorized, executed and delivered by the Company and the other parties thereto, will be duly authorized, validly issued and binding obligations of the Company; and
· the Depositary Shares, when sold, will entitle their holders to the rights specified in the applicable depositary share agreement.
In rendering this Opinion we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this Opinion.
This Opinion is given solely for the benefit of the addressee of this Opinion and may not be relied upon by any other person without our prior written consent, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of US federal securities laws.
This Opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter.
We hereby consent to the filing of this Opinion with the SEC as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and to the use of our name therein and in the related Prospectus and in any prospectus supplement under the caption “Legal Matters”.
The Opinion is governed by and construed in accordance with the laws of Ireland.
Yours faithfully
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/s/ A&L Goodbody |
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A&L Goodbody |
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M-36447487-4