Nexvet Biopharma public limited company
|
(Name of Issuer)
|
Ordinary Shares, nominal value $0.125 per share
|
(Title of Class of Securities)
|
G6503X109
|
(Cusip Number)
|
Michael B. Fisch
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
|
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications) |
April 12, 2017
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Akubra Investors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,046,3451
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
1,046,3451
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,046,3451
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Bushranger Funding, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,128,4401
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
1,128,4401
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,128,4401
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Ute Holdings, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,148,9111
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
1,148,9111
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,148,9111
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,594,5761
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,594,5761
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,5761
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
NGP, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
153,0981
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
153,0981
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,0981
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Management, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
153,0981
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
153,0981
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,0981
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA, OO
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Farallon AA GP, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
313,0361
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
313,0361
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,0361
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners GP VI, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
262,9861
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
262,9861
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,9861
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Daniel J. Hirsch [See Item 2]
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Monica R. Landry
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Ravi K. Paidipaty
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
9,840
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
9,840
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,1761
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G6503X109
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,333,176 ordinary shares (including 675,000 ordinary shares issuable upon the exercise of warrants, which shares may be deemed to be beneficially owned as of the date hereof), which is 26.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Item 2(a)]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,323,6961
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
3,323,6961
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,323,6961
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(i)
|
Akubra Investors, LLC, a Delaware limited liability company ("Akubra"), with respect to the Ordinary Shares held by it and the Ordinary Shares it has the right to acquire upon the exercise of Warrants;
|
(ii)
|
Bushranger Funding, LLC, a Delaware limited liability company ("Bushranger"), with respect to the Ordinary Shares held by it and the Ordinary Shares it has the right to acquire upon the exercise of Warrants; and
|
(iii)
|
Ute Holdings, LLC, a Delaware limited liability company ("Ute"), with respect to the Ordinary Shares held by it and the Ordinary Shares it has the right to acquire upon the exercise of Warrants.
|
(iv)
|
Farallon Partners, L.L.C., a Delaware limited liability company (the "Farallon General Partner"), which is the general partner of each of (a) the sole member of FCIP XR, (b) the sole member of FCP XR, (c) FCIP III, (d) the sole member of FCOI II SS and (e) FCIP II, with respect to the Ordinary Shares indirectly held (and indirectly acquirable upon the exercise of Warrants) by FCIP XR as a Farallon Akubra Fund, the Ordinary Shares indirectly held (and indirectly acquirable upon the exercise of Warrants) by each of FCP XR and FCIP III as Farallon Bushranger Funds, and the Ordinary Shares indirectly held (and indirectly acquirable upon the exercise of Warrants) by each of FCOI II SS and FCIP II as Farallon Ute Funds.
|
(v)
|
NGP, L.L.C., a Delaware limited liability company (the "NSSP General Partner"), which is the general partner of NSSP, with respect to the Ordinary Shares indirectly held (and indirectly acquirable upon the exercise of Warrants) by NSSP as a Farallon Akubra Fund.
|
(vi)
|
Farallon Capital Management, L.L.C., a Delaware limited liability company (the "Management Company"), the manager of the NSSP General Partner, with respect to the Ordinary Shares indirectly held (and indirectly acquirable upon the exercise of Warrants) by NSSP as a Farallon Akubra Fund.
|
(vii)
|
Farallon AA GP, L.L.C., a Delaware limited liability company (the "FCAAI General Partner"), which is the general partner of FCAAI, with respect to the Ordinary Shares indirectly held (and indirectly acquirable upon the exercise of Warrants) by FCAAI as a Farallon Bushranger Fund.
|
(viii)
|
Farallon Partners GP VI, L.L.C., a Delaware limited liability company ( the "FSSP VI General Partner"), which is the general partner of FSSP VI, with
|
(ix)
|
The following persons, each of whom is a managing member or senior managing member, as the case may be, of both the Farallon General Partner and the Management Company and a manager or senior manager, as the case may be, of both the FCAAI General Partner and the FSSP VI General Partner, with respect to the Ordinary Shares held by the Farallon SPVs and the Ordinary Shares the Farallon SPVs have the right to acquire upon the exercise of Warrants : Philip D. Dreyfuss ("Dreyfuss"); Michael B. Fisch ("Fisch"); Richard B. Fried ("Fried"); Daniel J. Hirsch ("Hirsch"); David T. Kim ("Kim"); Monica R. Landry ("Landry"); Michael G. Linn ("Linn"); Ravi K. Paidipaty ("Paidipaty"); Rajiv A. Patel ("Patel"); Thomas G. Roberts, Jr. ("Roberts"); William Seybold ("Seybold"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly").
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon SPV is incorporated herein by reference for each such Farallon SPV. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 11,752,302 Ordinary Shares outstanding as of January 31, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on February 10, 2017, and assuming the exercise by each Farallon SPV of all Warrants currently held by it.
|
(c) |
None.
|
(d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by the Farallon SPVs as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.
|
(e) |
The NSSP General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by Akubra as reported herein. The Management Company is the manager of the NSSP General Partner.
|
(f) |
The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by Akubra as reported herein. The Farallon Individual Reporting Persons are managing members of the Management Company.
|
(g) |
The FCAAI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by Bushranger as reported herein. The Farallon Individual Reporting Persons are managers of the FCAAI General Partner.
|
(h) |
The FSSP VI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by Ute as reported herein. The Farallon Individual Reporting Persons are managers of the FSSP VI General Partner.
|
(i) |
Not applicable.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.
|
(c) |
None.
|
(d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by the Farallon SPVs as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.
|
(e) |
Not applicable.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the NSSP General Partner is incorporated herein by reference.
|
(c) |
None.
|
(d) |
The NSSP General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by Akubra as reported herein. The Management Company is the manager of the NSSP General Partner.
|
(e) |
Not applicable.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference.
|
(c) |
None
|
(d) |
The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of,
|
(e) |
Not applicable.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the FCAAI General Partner is incorporated herein by reference.
|
(c) |
None.
|
(d) |
The FCAAI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by Bushranger as reported herein. The Farallon Individual Reporting Persons are managers of the FCAAI General Partner.
|
(e) |
Not applicable.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the FSSP VI General Partner is incorporated herein by reference.
|
(c) |
None.
|
(d) |
The FSSP VI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by Ute as reported herein. The Farallon Individual Reporting Persons are managers of the FSSP VI General Partner.
|
(e) |
Not applicable.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.
|
(c) |
None.
|
(d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, certain of the Ordinary Shares held by the Farallon SPVs as reported
|
(e) |
Not applicable.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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1.
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The Management Company
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(a) |
Farallon Capital Management, L.L.C.
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(b) |
One Maritime Plaza, Suite 2100
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(c) |
Serves as investment adviser to various managed accounts
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(d) |
Delaware limited liability company
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(e) |
Managing Members: Andrew J. M. Spokes, Senior Managing Member; and Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managing Members.
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2.
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The Farallon General Partner
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(a) |
Farallon Partners, L.L.C.
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(b) |
c/o Farallon Capital Management, L.L.C.
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(c) |
Serves as general partner of investment partnerships
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(d) |
Delaware limited liability company
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(e) |
Managing Members: Andrew J. M. Spokes, Senior Managing Member; and Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managing Members.
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(b) |
c/o Farallon Capital Management, L.L.C.
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(c) |
Serves as general partner of investment partnerships
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(d) |
Delaware limited liability company
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(e) |
Manager: Farallon Capital Management, L.L.C.
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(a) |
Farallon AA GP, L.L.C.
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(b) |
c/o Farallon Capital Management, L.L.C.
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(c) |
Serves as general partner of investment partnerships
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(d) |
Delaware limited liability company
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(e) |
Managers: Andrew J. M. Spokes, Senior Manager; and Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managers
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(a) |
Farallon Partners GP VI, L.L.C.
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(b) |
c/o Farallon Capital Management, L.L.C.
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(c) |
Serves as general partner of investment partnerships
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(d) |
Delaware limited liability company
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(e) |
Managers: Andrew J. M. Spokes, Senior Manager; and Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managers
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7. |
Managing Members of the Management Company and the Farallon General Partner
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(a) |
Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J.M. Spokes, Gregory S. Swart, John R. Warren and Mark C. Wehrly.
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(b) |
c/o Farallon Capital Management, L.L.C.
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(c) |
The principal occupation of Andrew J.M. Spokes is serving as Senior Managing Member of both the Management Company and the Farallon General Partner. The principal occupation of each other Managing Member of the Management Company and the Farallon General Partner is serving as a Managing Member of both the Management Company and the Farallon General Partner.
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(d) |
Each of the Managing Members of the Management Company and the Farallon General Partner, other than Andrew J.M. Spokes and Gregory S. Swart, is a citizen of the United States. Andrew J.M. Spokes is a citizen of the United Kingdom. Gregory S. Swart is a citizen of New Zealand.
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EXHIBIT 6
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Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
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EXHIBIT 7
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Deed of Irrevocable Undertaking, dated April 12, 2017, addressed by Akubra Investors, LLC to Zoetis Inc. and Zoetis Belgium SA
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EXHIBIT 8
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Deed of Irrevocable Undertaking, dated April 12, 2017, addressed by Bushranger Funding, LLC to Zoetis Inc. and Zoetis Belgium SA
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EXHIBIT 9
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Deed of Irrevocable Undertaking, dated April 12, 2017, addressed by Ute Holdings, LLC to Zoetis Inc. and Zoetis Belgium SA
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EXHIBIT 10
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Deed of Irrevocable Undertaking, dated April 12, 2017, addressed by Rajiv A. Patel to Zoetis Inc. and Zoetis Belgium SA
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1.
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Shareholdings
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1.1
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We are the registered holder and beneficial owner of 833,845 ordinary shares in the Company and that we hold these free of any encumbrances or third party rights of any kind whatsoever (the "Company Shares");
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1.2
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We are the beneficial owner of 0 ordinary shares in the Company (other than those set out in paragraph 1.1 above) and that we hold these free of any encumbrances or third party rights of any kind whatsoever (the "Beneficial Shares");
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1.3
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set out in the Schedule are complete and accurate details of all options, warrants, restricted stock units and all other rights we have to subscribe for, purchase, convert into, exchange or exercise for or otherwise acquire or call for delivery of any securities of the Company (together with any further such options, warrants, restricted stock units and other such rights which we may become entitled to and/or receive at any time after the date of this undertaking, "Convertible Securities");
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1.4
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other than as set out in this paragraph 1, we do not have any interest (as defined in the Rules) in any securities of the Company or any right to subscribe for, purchase, convert into, exchange or exercise for or otherwise acquire or call for delivery of any such securities; and
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1.5
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We have full power and authority, and the right (free from any legal or other restrictions), and will at all times continue to have all relevant power and authority and the right, to enter into and perform our obligations under this undertaking.
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2.
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Dealings and undertakings
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2.1
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We undertake to you that (other than in connection with the Scheme) before this undertaking lapses in accordance with paragraph 10, we shall not, directly or indirectly:
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(a)
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sell, transfer, assign, tender in any tender or exchange offer, dispose of, charge, pledge or otherwise encumber or grant any option or award or other right over or otherwise deal with any of the Company Shares, Beneficial Shares or Convertible Securities or any further shares in the capital of the Company in respect of which we become the beneficial owner, whether pursuant to the terms of any Convertible Securities or otherwise (the "Further Company Shares" and, together with the Company Shares and Beneficial Shares, the "Subject Shares") or any interest in any of them (whether conditionally or unconditionally);
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(b)
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vote in favour of any resolution to approve an acquisition of any securities in the Company by any person other than Zoetis, or any other transaction which is proposed by any person other than Zoetis which relates to the securities of the Company or which could otherwise hinder or impede the implementation of the Scheme;
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(c)
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deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement;
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(d)
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accept or give any undertaking to accept any offer made or proposed to be made in respect of any securities in the Company by any person other than Zoetis;
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(e)
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enter into any agreement or arrangement (whether or not legally binding) with any person, whether conditionally or unconditionally, or give any indication of intent which is in any way inconsistent with this paragraph 2.1.
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2.2
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We further undertake to you not, until this undertaking lapses in accordance with paragraph 10 below, to acquire any interests (as defined in the Rules) or otherwise deal or undertake any dealing (also as defined in the Rules) in any relevant securities (also as defined in the Rules) of the Company (including, for the avoidance of doubt, the exercising, exchange or conversion of any Convertible Securities) unless the Irish Takeover Panel (the "Panel") determines, and confirms to Zoetis, that, in respect of
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2.3
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We undertake to you to cause the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with) the undertakings in paragraphs 2.1 and 2.2 above in respect of the Beneficial Shares and any Further Company Shares of which we are the beneficial owner.
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3.
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Undertaking to vote in favour of the Scheme
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3.1
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We shall (unless Zoetis otherwise requests in writing in advance) exercise, or (as appropriate) procure the exercise of, all voting rights attaching to the Subject Shares to vote in favour of all resolutions to approve the Transaction, the Scheme, and any related matters, proposed at any general or class meeting of the Company in connection with the Scheme ("GM") and any meeting or class meeting of the Company convened pursuant to section 450 of the Act to approve the Scheme (a "Scheme Meeting"), or at any adjournment of any such meeting (all such resolutions collectively, the "Scheme Resolutions");
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3.2
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We shall execute, or (as appropriate) procure the execution of, any forms of proxy in respect of the Subject Shares required by Zoetis validly appointing the Chairman of the meeting or any person nominated by Zoetis to attend and vote at any GM and/or Scheme Meeting (or any adjournment thereof) in respect of the Scheme Resolutions, and shall ensure that any such executed forms of proxy are received by the Company's registrars not later than 3:00 p.m. (Eastern Time) on the seventh day after the Company sends the Scheme Document to the Company's shareholders (or, in respect of any Further Company Shares, within five days of becoming the registered holder of such shares, if later);
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3.3
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We shall not revoke (or seek to cause the revocation of) the terms of any proxy submitted in accordance with paragraph 3.2, either in writing or by attendance at any GM or Scheme Meeting (or any adjournment thereof) or otherwise;
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3.4
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We shall cause the registered holder of any Subject Shares of which we are the beneficial owner to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Subject Shares of which we are the beneficial owner to comply with) the undertakings in paragraphs 3.1 to 3.3 in respect of Subject Shares of which we are the beneficial owner; and
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3.5
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Zoetis shall acquire the Subject Shares pursuant to the Scheme, if it provides for the transfer of any such shares to Zoetis, free of any lien, charge, option, equity or encumbrance of any nature whatsoever and together with all rights of any nature attaching to those shares.
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4.
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Voting Rights
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4.1
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From the time Zoetis and the Company issue the Press Announcement to the time this undertaking lapses in accordance with paragraph 10:
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(a)
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we shall exercise the voting rights attached to the Company Shares and any Further Company Shares on a Relevant Resolution (as defined in paragraph 4.2) only in accordance with Zoetis's directions;
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(b)
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we shall exercise the rights attaching to the Company Shares and any Further Company Shares to requisition or join in requisitioning any general or class meeting of the Company pursuant to section 178 of the Act for the purposes of considering a Relevant Resolution only in accordance with Zoetis's directions;
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(c)
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for the purpose of voting on a Relevant Resolution, we shall execute any form of proxy required by Zoetis appointing any person nominated by Zoetis to attend and vote at the relevant general or class meeting of the Company (or any adjournment thereof); and
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(d)
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we shall cause the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with) paragraphs 4.1(a) to 4.1(c) in respect of the Beneficial Shares and any Further Company Shares of which we are the beneficial owner.
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4.2
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A "Relevant Resolution" means:
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(a)
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any Scheme Resolution;
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(b)
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any other resolution (whether or not amended) proposed at a general or class meeting of the Company, or at an adjourned meeting, the passing of which is necessary or desirable to implement the Scheme or which, if passed, might result in any condition of the Scheme not being fulfilled or which might impede or frustrate the Scheme in any way (including, for the avoidance of doubt, any resolution to approve any scheme of arrangement in relation to the Company which is proposed by a person other than Zoetis);
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(c)
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a resolution to adjourn a general or class meeting of the Company whose business includes the consideration of a resolution falling within paragraph 4.2(a); and
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(d)
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a resolution to amend a resolution falling within paragraph 4.2(a) or paragraph 4.2(c).
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5.
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Documentation
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5.1
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We consent to:
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(a)
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this undertaking being disclosed to the Panel;
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(b)
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the inclusion of references to us and the registered holder of any Beneficial Shares and any Further Company Shares of which we are the beneficial owner, and particulars of this undertaking and our holdings of relevant securities of the Company (and, if necessary under the Rules, Zoetis) being included in the Press Announcement, a draft of which is attached to this undertaking, and any Scheme Document, and any other announcement made, or document issued, by or on behalf of the Company and/or Zoetis in
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(c)
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this undertaking being available for inspection as required by the Rules.
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5.2
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We shall promptly give you all information and any assistance as you may reasonably require for the preparation of the Press Announcement, any Scheme Document and any other announcement to be made, or document to be issued, by or on behalf of Zoetis or the Company in connection with the Transaction in order to comply with the requirements of the Rules, the Panel, the Irish High Court or any other legal or regulatory requirement or body. We shall immediately notify you in writing of any change in the accuracy or impact of any information previously given to you by us.
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6.
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Secrecy
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7.
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Implementation by way of takeover offer
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7.1
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We acknowledge that Zoetis shall have (in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement)) the right and may elect at any time (with the consent of the Panel and whether or not the Scheme Document has then been despatched) to implement the Transaction by way of a takeover offer (the "Offer"), as opposed to by way of a Scheme, provided that:
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(a)
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Zoetis has made that election in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement); and
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(b)
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such takeover offer is made on terms at least as favourable in the aggregate as the terms of the Scheme (except in relation to the acceptance condition which will be set at 80% of the shares to which such offer relates or such lesser percentage as Zoetis may, with the consent of the Panel (if required), decide).
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7.2
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If such an Offer is made by Zoetis, we undertake and warrant that, notwithstanding any other provision of this Deed, any undertakings, agreements, warranties, appointments, consents and waivers in this undertaking shall apply mutatis mutandis to such Offer and, in particular, we undertake to accept, or procure the acceptance of, such Offer, in respect of the Subject Shares. We further undertake, if so required by Zoetis, to execute or procure the execution of all such other documents as may be necessary for the purpose of giving Zoetis the full benefit of the undertakings herein with respect to such offer.
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7.3
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References in this undertaking to:
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(a)
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the Scheme becoming effective shall be read as references to the Offer becoming or being declared unconditional in all respects;
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(b)
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the Scheme lapsing or being withdrawn shall be read as references to the closing or lapsing of the Offer; and
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(c)
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to the Scheme Document shall be read as references to the Offer Document.
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8.
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Time of the Essence
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9.
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The Transaction
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10.
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Lapse of undertaking
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10.1
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This undertaking shall lapse on the date on which the Scheme becomes effective or prior to that date if:
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(a)
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the Press Announcement is not released by 21 April 2017 or such later date as Zoetis and the Company may agree;
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(b)
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any third party shall in accordance with the Rules announce a firm intention to make a general offer to acquire the entire issued and to be issued share capital of the Company (not already owned by such third party) with a value per ordinary share of the Company in cash (or equivalent to cash) of US$7.06 or more; or
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(c)
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the Transaction Agreement (as defined in the Press Announcement) is terminated in accordance with its terms.
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10.2
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If this undertaking lapses, we shall have no claim against Zoetis.
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11.
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Governing Law
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12.
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Specific performance
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13.
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Interpretation
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14.
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Power of Attorney
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14.1
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In order to secure the performance of the Obligations, we irrevocably appoint individually or collectively each and every one of the directors of Zoetis (each, an "Attorney") to be our attorney in our name and on our behalf to execute any form or forms of acceptance and/or such other documents and do such other acts or things (if any) as may be reasonably necessary to accept and/or vote in favour of the Scheme and/or to otherwise satisfy the Obligations in respect of our Subject Shares (including, for the avoidance of doubt, the giving of instructions to Cede & Co. and/or any other trustee in respect of our Beneficial Shares and any of our Further Company Shares in respect of which Cede & Co. and/or that other trustee are the registered owner).
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14.2
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The power of attorney granted under this paragraph 14 shall at any time take effect as if it had individually named the persons who are at that time directors of Zoetis.
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14.3
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Any action authorised under this power of attorney may be taken by any Attorney acting alone.
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14.4
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We irrevocably undertake to ratify any such act committed in exercise of this power, if called upon to do so.
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15.
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Acknowledgments
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15.1
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We hereby accept and acknowledge that we have not entered into this Deed relying on any statement or representation, whether or not made by Zoetis (or any of their respective directors, officers, employees or agents) or any other person and that nothing in this Deed obliges Zoetis to announce or proceed with the Scheme or despatch the Scheme Document in the event that it is not required to do so by the Rules.
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EXECUTED and DELIVERED as a DEED
by, for, and on behalf of
AKUBRA INVESTORS, LLC By: Farallon Capital Management, L.L.C., its Manager By: /s/ Rajiv A. Patel
Name: Rajiv A. Patel
Title: Managing Member |
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1.
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Shareholdings
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1.1
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We are the registered holder and beneficial owner of 899,268 ordinary shares in the Company and that we hold these free of any encumbrances or third party rights of any kind whatsoever (the "Company Shares");
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1.2
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We are the beneficial owner of 0 ordinary shares in the Company (other than those set out in paragraph 1.1 above) and that we hold these free of any encumbrances or third party rights of any kind whatsoever (the "Beneficial Shares");
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1.3
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set out in the Schedule are complete and accurate details of all options, warrants, restricted stock units and all other rights we have to subscribe for, purchase, convert
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1.4
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other than as set out in this paragraph 1, we do not have any interest (as defined in the Rules) in any securities of the Company or any right to subscribe for, purchase, convert into, exchange or exercise for or otherwise acquire or call for delivery of any such securities; and
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1.5
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We have full power and authority, and the right (free from any legal or other restrictions), and will at all times continue to have all relevant power and authority and the right, to enter into and perform our obligations under this undertaking.
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2.
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Dealings and undertakings
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2.1
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We undertake to you that (other than in connection with the Scheme) before this undertaking lapses in accordance with paragraph 10, we shall not, directly or indirectly:
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(a)
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sell, transfer, assign, tender in any tender or exchange offer, dispose of, charge, pledge or otherwise encumber or grant any option or award or other right over or otherwise deal with any of the Company Shares, Beneficial Shares or Convertible Securities or any further shares in the capital of the Company in respect of which we become the beneficial owner, whether pursuant to the terms of any Convertible Securities or otherwise (the "Further Company Shares" and, together with the Company Shares and Beneficial Shares, the "Subject Shares") or any interest in any of them (whether conditionally or unconditionally);
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(b)
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vote in favour of any resolution to approve an acquisition of any securities in the Company by any person other than Zoetis, or any other transaction which is proposed by any person other than Zoetis which relates to the securities of the Company or which could otherwise hinder or impede the implementation of the Scheme;
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(c)
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deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement;
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(d)
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accept or give any undertaking to accept any offer made or proposed to be made in respect of any securities in the Company by any person other than Zoetis;
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(e)
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enter into any agreement or arrangement (whether or not legally binding) with any person, whether conditionally or unconditionally, or give any indication of intent which is in any way inconsistent with this paragraph 2.1.
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2.2
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We further undertake to you not, until this undertaking lapses in accordance with paragraph 10 above, to acquire any interests (as defined in the Rules) or otherwise deal or undertake any dealing (also as defined in the Rules) in any relevant securities (also as defined in the Rules) of the Company (including, for the avoidance of doubt, the exercising, exchange or conversion of any Convertible Securities) unless the Irish Takeover Panel (the "Panel") determines, and confirms to Zoetis, that, in respect of such acquisition or dealing, we are not acting in concert with Zoetis for the purpose of the Rules.
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2.3
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We undertake to you to cause the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with) the undertakings in paragraphs 2.1 and 2.2 above in respect of the Beneficial Shares and any Further Company Shares of which we are the beneficial owner.
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3.
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Undertaking to vote in favour of the Scheme
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3.1
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We shall (unless Zoetis otherwise requests in writing in advance) exercise, or (as appropriate) procure the exercise of, all voting rights attaching to the Subject Shares to vote in favour of all resolutions to approve the Transaction, the Scheme, and any related matters, proposed at any general or class meeting of the Company in connection with the Scheme ("GM") and any meeting or class meeting of the Company convened pursuant to section 450 of the Act to approve the Scheme (a "Scheme Meeting"), or at any adjournment of any such meeting (all such resolutions collectively, the "Scheme Resolutions");
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3.2
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We shall execute, or (as appropriate) procure the execution of, any forms of proxy in respect of the Subject Shares required by Zoetis validly appointing the Chairman of the meeting or any person nominated by Zoetis to attend and vote at any GM and/or Scheme Meeting (or any adjournment thereof) in respect of the Scheme Resolutions, and shall ensure that any such executed forms of proxy are received by the Company's registrars not later than 3:00 p.m. (Eastern Time) on the seventh day after the Company sends the Scheme Document to the Company's shareholders (or, in respect of any Further Company Shares, within five days of becoming the registered holder of such shares, if later);
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3.3
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We shall not revoke (or seek to cause the revocation of) the terms of any proxy submitted in accordance with paragraph 3.2, either in writing or by attendance at any GM or Scheme Meeting (or any adjournment thereof) or otherwise;
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3.4
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We shall cause the registered holder of any Subject Shares of which we are the beneficial owner to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Subject Shares of which we are the beneficial owner to comply with) the undertakings in paragraphs 3.1 to 3.3 in respect of Subject Shares of which we are the beneficial owner; and
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3.5
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Zoetis shall acquire the Subject Shares pursuant to the Scheme, if it provides for the transfer of any such shares to Zoetis, free of any lien, charge, option, equity or encumbrance of any nature whatsoever and together with all rights of any nature attaching to those shares.
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4.
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Voting Rights
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4.1
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From the time Zoetis and the Company issue the Press Announcement to the time this undertaking lapses in accordance with paragraph 10:
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(a)
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we shall exercise the voting rights attached to the Company Shares and any Further Company Shares on a Relevant Resolution (as defined in paragraph 4.2) only in accordance with Zoetis's directions;
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(b)
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we shall exercise the rights attaching to the Company Shares and any Further Company Shares to requisition or join in requisitioning any general or class meeting of the Company pursuant to section 178 of the Act for the purposes of considering a Relevant Resolution only in accordance with Zoetis's directions;
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(c)
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for the purpose of voting on a Relevant Resolution, we shall execute any form of proxy required by Zoetis appointing any person nominated by Zoetis to attend and vote at the relevant general or class meeting of the Company (or any adjournment thereof); and
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(d)
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we shall cause the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with) paragraphs 4.1(a) to 4.1(c) in respect of the Beneficial Shares and any Further Company Shares of which we are the beneficial owner.
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4.2
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A "Relevant Resolution" means:
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(a)
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any Scheme Resolution;
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(b)
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any other resolution (whether or not amended) proposed at a general or class meeting of the Company, or at an adjourned meeting, the passing of which is necessary or desirable to implement the Scheme or which, if passed, might result in any condition of the Scheme not being fulfilled or which might impede or frustrate the Scheme in any way (including, for the avoidance of doubt, any resolution to approve any scheme of arrangement in relation to the Company which is proposed by a person other than Zoetis);
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(c)
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a resolution to adjourn a general or class meeting of the Company whose business includes the consideration of a resolution falling within paragraph 4.2(a); and
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(d)
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a resolution to amend a resolution falling within paragraph 4.2(a) or paragraph 4.2(c).
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5.
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Documentation
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5.1
|
We consent to:
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(a)
|
this undertaking being disclosed to the Panel;
|
(b)
|
the inclusion of references to us and the registered holder of any Beneficial Shares and any Further Company Shares of which we are the beneficial owner, and particulars of this undertaking and our holdings of relevant securities of the Company (and, if necessary under the Rules, Zoetis) being included in the Press Announcement, a draft of which is attached to this undertaking, and any Scheme Document, and any other announcement made, or document issued, by or on behalf of the Company and/or Zoetis in connection with the Transaction that is not inconsistent with the terms of this Deed and the Press Announcement; and
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(c)
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this undertaking being available for inspection as required by the Rules.
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5.2
|
We shall promptly give you all information and any assistance as you may reasonably require for the preparation of the Press Announcement, any Scheme Document and any other announcement to be made, or document to be issued, by or on behalf of Zoetis or the Company in connection with the Transaction in order to comply with the requirements of the Rules, the Panel, the Irish High Court or any other legal or regulatory requirement or body. We shall immediately notify you in writing of any change in the accuracy or impact of any information previously given to you by us.
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6.
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Secrecy
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7.
|
Implementation by way of takeover offer
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7.1
|
We acknowledge that Zoetis shall have (in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement)) the right and may elect at any time (with the consent of the Panel and whether or not the Scheme Document has then been despatched) to implement the Transaction by way of a takeover offer (the "Offer"), as opposed to by way of a Scheme, provided that:
|
(a)
|
Zoetis has made that election in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement); and
|
(b)
|
such takeover offer is made on terms at least as favourable in the aggregate as the terms of the Scheme (except in relation to the acceptance condition which will be set at 80% of the shares to which such offer relates or such lesser percentage as Zoetis may, with the consent of the Panel (if required), decide).
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7.2
|
If such an Offer is made by Zoetis, we undertake and warrant that, notwithstanding any other provision of this Deed, any undertakings, agreements, warranties, appointments, consents and waivers in this undertaking shall apply mutatis mutandis to such Offer and, in particular, we undertake to accept, or procure the acceptance of, such Offer, in respect of the Subject Shares. We further undertake, if so required by Zoetis, to execute or procure the execution of all such other documents as may be necessary for the purpose of giving Zoetis the full benefit of the undertakings herein with respect to such offer.
|
7.3
|
References in this undertaking to:
|
(a)
|
the Scheme becoming effective shall be read as references to the Offer becoming or being declared unconditional in all respects;
|
(b)
|
the Scheme lapsing or being withdrawn shall be read as references to the closing or lapsing of the Offer; and
|
(c)
|
to the Scheme Document shall be read as references to the Offer Document.
|
8.
|
Time of the Essence
|
9.
|
The Transaction
|
10.
|
Lapse of undertaking
|
10.1
|
This undertaking shall lapse on the date on which the Scheme becomes effective or prior to that date if:
|
(a)
|
the Press Announcement is not released by 21 April 2017 or such later date as Zoetis and the Company may agree;
|
(b)
|
any third party shall in accordance with the Rules announce a firm intention to make a general offer to acquire the entire issued and to be issued share capital of the Company (not already owned by such third party) with a value per ordinary share of the Company in cash (or equivalent to cash) of US$7.06 or more; or
|
(c)
|
the Transaction Agreement (as defined in the Press Announcement) is terminated in accordance with its terms.
|
10.2
|
If this undertaking lapses, we shall have no claim against Zoetis.
|
11.
|
Governing Law
|
12.
|
Specific performance
|
13.
|
Interpretation
|
14.
|
Power of Attorney
|
14.1
|
In order to secure the performance of the Obligations, we irrevocably appoint individually or collectively each and every one of the directors of Zoetis (each, an "Attorney") to be our attorney in our name and on our behalf to execute any form or forms of acceptance and/or such other documents and do such other acts or things (if any) as may be reasonably necessary to accept and/or vote in favour of the Scheme and/or to otherwise satisfy the Obligations in respect of our Subject Shares (including, for the avoidance of doubt, the giving of instructions to Cede & Co. and/or any other trustee in respect of our Beneficial Shares and any of our Further Company Shares in respect of which Cede & Co. and/or that other trustee are the registered owner).
|
14.2
|
The power of attorney granted under this paragraph 14 shall at any time take effect as if it had individually named the persons who are at that time directors of Zoetis.
|
14.3
|
Any action authorised under this power of attorney may be taken by any Attorney acting alone.
|
14.4
|
We irrevocably undertake to ratify any such act committed in exercise of this power, if called upon to do so.
|
15.
|
Acknowledgments
|
15.1
|
We hereby accept and acknowledge that we have not entered into this Deed relying on any statement or representation, whether or not made by Zoetis (or any of their respective directors, officers, employees or agents) or any other person and that nothing in this Deed obliges Zoetis to announce or proceed with the Scheme or despatch the Scheme Document in the event that it is not required to do so by the Rules.
|
EXECUTED and DELIVERED as a DEED
by, for, and on behalf of
BUSHRANGER FUNDING, LLC By: Farallon Capital Management, L.L.C., its Manager By: /s/ Rajiv A. Patel
Name: Rajiv A. Patel
Title: Managing Member |
|||
1.
|
Shareholdings
|
1.1
|
We are the registered holder and beneficial owner of 915,583 ordinary shares in the Company and that we hold these free of any encumbrances or third party rights of any kind whatsoever (the "Company Shares");
|
1.2
|
We are the beneficial owner of 0 ordinary shares in the Company (other than those set out in paragraph 1.1 above) and that we hold these free of any encumbrances or third party rights of any kind whatsoever (the "Beneficial Shares");
|
1.3
|
set out in the Schedule are complete and accurate details of all options, warrants, restricted stock units and all other rights we have to subscribe for, purchase, convert into, exchange or exercise for or otherwise acquire or call for delivery of any securities of the Company (together with any further such options, warrants, restricted stock units and other such rights which we may become entitled to and/or receive at any time after the date of this undertaking, "Convertible Securities");
|
1.4
|
other than as set out in this paragraph 1, we do not have any interest (as defined in the Rules) in any securities of the Company or any right to subscribe for, purchase, convert into, exchange or exercise for or otherwise acquire or call for delivery of any such securities; and
|
1.5
|
We have full power and authority, and the right (free from any legal or other restrictions), and will at all times continue to have all relevant power and authority and the right, to enter into and perform our obligations under this undertaking.
|
2.
|
Dealings and undertakings
|
2.1
|
We undertake to you that (other than in connection with the Scheme) before this undertaking lapses in accordance with paragraph 10, we shall not, directly or indirectly:
|
(a)
|
sell, transfer, assign, tender in any tender or exchange offer, dispose of, charge, pledge or otherwise encumber or grant any option or award or other right over or otherwise deal with any of the Company Shares, Beneficial Shares or Convertible Securities or any further shares in the capital of the Company in respect of which we become the beneficial owner, whether pursuant to the terms of any Convertible Securities or otherwise (the "Further Company Shares" and, together with the Company Shares and Beneficial Shares, the "Subject Shares") or any interest in any of them (whether conditionally or unconditionally);
|
(b)
|
vote in favour of any resolution to approve an acquisition of any securities in the Company by any person other than Zoetis, or any other transaction which is proposed by any person other than Zoetis which relates to the securities of the Company or which could otherwise hinder or impede the implementation of the Scheme;
|
(c)
|
deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement;
|
(d)
|
accept or give any undertaking to accept any offer made or proposed to be made in respect of any securities in the Company by any person other than Zoetis;
|
(e)
|
enter into any agreement or arrangement (whether or not legally binding) with any person, whether conditionally or unconditionally, or give any indication of intent which is in any way inconsistent with this paragraph 2.1.
|
2.2
|
We further undertake to you not, until this undertaking lapses in accordance with paragraph 10 above, to acquire any interests (as defined in the Rules) or otherwise deal or undertake any dealing (also as defined in the Rules) in any relevant securities (also as defined in the Rules) of the Company (including, for the avoidance of doubt, the exercising, exchange or conversion of any Convertible Securities) unless the Irish Takeover Panel (the "Panel") determines, and confirms to Zoetis, that, in respect of such acquisition or dealing, we are not acting in concert with Zoetis for the purpose of the Rules.
|
2.3
|
We undertake to you to cause the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with) the undertakings in paragraphs 2.1 and 2.2 above in respect of the Beneficial Shares and any Further Company Shares of which we are the beneficial owner.
|
3.
|
Undertaking to vote in favour of the Scheme
|
3.1
|
We shall (unless Zoetis otherwise requests in writing in advance) exercise, or (as appropriate) procure the exercise of, all voting rights attaching to the Subject Shares to vote in favour of all resolutions to approve the Transaction, the Scheme, and any related matters, proposed at any general or class meeting of the Company in connection with the Scheme ("GM") and any meeting or class meeting of the Company convened pursuant to section 450 of the Act to approve the Scheme (a "Scheme Meeting"), or at any adjournment of any such meeting (all such resolutions collectively, the "Scheme Resolutions");
|
3.2
|
We shall execute, or (as appropriate) procure the execution of, any forms of proxy in respect of the Subject Shares required by Zoetis validly appointing the Chairman of the meeting or any person nominated by Zoetis to attend and vote at any GM and/or Scheme Meeting (or any adjournment thereof) in respect of the Scheme Resolutions, and shall ensure that any such executed forms of proxy are received by the Company's registrars not later than 3:00 p.m. (Eastern Time) on the seventh day after the Company sends the Scheme Document to the Company's shareholders (or, in respect of any Further Company Shares, within five days of becoming the registered holder of such shares, if later);
|
3.3
|
We shall not revoke (or seek to cause the revocation of) the terms of any proxy submitted in accordance with paragraph 3.2, either in writing or by attendance at any GM or Scheme Meeting (or any adjournment thereof) or otherwise;
|
3.4
|
We shall cause the registered holder of any Subject Shares of which we are the beneficial owner to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Subject Shares of which we are the beneficial owner to comply with) the undertakings in paragraphs 3.1 to 3.3 in respect of Subject Shares of which we are the beneficial owner; and
|
3.5
|
Zoetis shall acquire the Subject Shares pursuant to the Scheme, if it provides for the transfer of any such shares to Zoetis, free of any lien, charge, option, equity or encumbrance of any nature whatsoever and together with all rights of any nature attaching to those shares.
|
4.
|
Voting Rights
|
4.1
|
From the time Zoetis and the Company issue the Press Announcement to the time this undertaking lapses in accordance with paragraph 10:
|
(a)
|
we shall exercise the voting rights attached to the Company Shares and any Further Company Shares on a Relevant Resolution (as defined in paragraph 4.2) only in accordance with Zoetis's directions;
|
(b)
|
we shall exercise the rights attaching to the Company Shares and any Further Company Shares to requisition or join in requisitioning any general or class meeting of the Company pursuant to section 178 of the Act for the purposes
|
(c)
|
for the purpose of voting on a Relevant Resolution, we shall execute any form of proxy required by Zoetis appointing any person nominated by Zoetis to attend and vote at the relevant general or class meeting of the Company (or any adjournment thereof); and
|
(d)
|
we shall cause the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with) paragraphs 4.1(a) to 4.1(c) in respect of the Beneficial Shares and any Further Company Shares of which we are the beneficial owner.
|
4.2
|
A "Relevant Resolution" means:
|
(a)
|
any Scheme Resolution;
|
(b)
|
any other resolution (whether or not amended) proposed at a general or class meeting of the Company, or at an adjourned meeting, the passing of which is necessary or desirable to implement the Scheme or which, if passed, might result in any condition of the Scheme not being fulfilled or which might impede or frustrate the Scheme in any way (including, for the avoidance of doubt, any resolution to approve any scheme of arrangement in relation to the Company which is proposed by a person other than Zoetis);
|
(c)
|
a resolution to adjourn a general or class meeting of the Company whose business includes the consideration of a resolution falling within paragraph 4.2(a); and
|
(d)
|
a resolution to amend a resolution falling within paragraph 4.2(a) or paragraph 4.2(c).
|
5.
|
Documentation
|
5.1
|
We consent to:
|
(a)
|
this undertaking being disclosed to the Panel;
|
(b)
|
the inclusion of references to us and the registered holder of any Beneficial Shares and any Further Company Shares of which we are the beneficial owner, and particulars of this undertaking and our holdings of relevant securities of the Company (and, if necessary under the Rules, Zoetis) being included in the Press Announcement, a draft of which is attached to this undertaking, and any Scheme Document, and any other announcement made, or document issued, by or on behalf of the Company and/or Zoetis in connection with the Transaction that is not inconsistent with the terms of this Deed and the Press Announcement; and
|
(c)
|
this undertaking being available for inspection as required by the Rules.
|
5.2
|
We shall promptly give you all information and any assistance as you may reasonably require for the preparation of the Press Announcement, any Scheme Document and any other announcement to be made, or document to be issued, by or on behalf of Zoetis or the Company in connection with the Transaction in order to comply with the requirements of the Rules, the Panel, the Irish High Court or any other legal or
|
6.
|
Secrecy
|
7.
|
Implementation by way of takeover offer
|
7.1
|
We acknowledge that Zoetis shall have (in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement)) the right and may elect at any time (with the consent of the Panel and whether or not the Scheme Document has then been despatched) to implement the Transaction by way of a takeover offer (the "Offer"), as opposed to by way of a Scheme, provided that:
|
(a)
|
Zoetis has made that election in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement); and
|
(b)
|
such takeover offer is made on terms at least as favourable in the aggregate as the terms of the Scheme (except in relation to the acceptance condition which will be set at 80% of the shares to which such offer relates or such lesser percentage as Zoetis may, with the consent of the Panel (if required), decide).
|
7.2
|
If such an Offer is made by Zoetis, we undertake and warrant that, notwithstanding any other provision of this Deed, any undertakings, agreements, warranties, appointments, consents and waivers in this undertaking shall apply mutatis mutandis to such Offer and, in particular, we undertake to accept, or procure the acceptance of, such Offer, in respect of the Subject Shares. We further undertake, if so required by Zoetis, to execute or procure the execution of all such other documents as may be necessary for the purpose of giving Zoetis the full benefit of the undertakings herein with respect to such offer.
|
7.3
|
References in this undertaking to:
|
(a)
|
the Scheme becoming effective shall be read as references to the Offer becoming or being declared unconditional in all respects;
|
(b)
|
the Scheme lapsing or being withdrawn shall be read as references to the closing or lapsing of the Offer; and
|
(c)
|
to the Scheme Document shall be read as references to the Offer Document.
|
8.
|
Time of the Essence
|
9.
|
The Transaction
|
10.
|
Lapse of undertaking
|
10.1
|
This undertaking shall lapse on the date on which the Scheme becomes effective or prior to that date if:
|
(a)
|
the Press Announcement is not released by 21 April 2017 or such later date as Zoetis and the Company may agree;
|
(b)
|
any third party shall in accordance with the Rules announce a firm intention to make a general offer to acquire the entire issued and to be issued share capital of the Company (not already owned by such third party) with a value per ordinary share of the Company in cash (or equivalent to cash) of US$7.06 or more; or
|
(c)
|
the Transaction Agreement (as defined in the Press Announcement) is terminated in accordance with its terms.
|
10.2
|
If this undertaking lapses, we shall have no claim against Zoetis.
|
11.
|
Governing Law
|
12.
|
Specific performance
|
13.
|
Interpretation
|
14.
|
Power of Attorney
|
14.1
|
In order to secure the performance of the Obligations, we irrevocably appoint individually or collectively each and every one of the directors of Zoetis (each, an "Attorney") to be our attorney in our name and on our behalf to execute any form or forms of acceptance and/or such other documents and do such other acts or things (if any) as may be reasonably necessary to accept and/or vote in favour of the Scheme and/or to otherwise satisfy the Obligations in respect of our Subject Shares (including, for the avoidance of doubt, the giving of instructions to Cede & Co. and/or any other trustee in respect of our Beneficial Shares and any of our Further Company Shares in respect of which Cede & Co. and/or that other trustee are the registered owner).
|
14.2
|
The power of attorney granted under this paragraph 14 shall at any time take effect as if it had individually named the persons who are at that time directors of Zoetis.
|
14.3
|
Any action authorised under this power of attorney may be taken by any Attorney acting alone.
|
14.4
|
We irrevocably undertake to ratify any such act committed in exercise of this power, if called upon to do so.
|
15.
|
Acknowledgments
|
15.1
|
We hereby accept and acknowledge that we have not entered into this Deed relying on any statement or representation, whether or not made by Zoetis (or any of their respective directors, officers, employees or agents) or any other person and that nothing in this Deed obliges Zoetis to announce or proceed with the Scheme or despatch the Scheme Document in the event that it is not required to do so by the Rules.
|
EXECUTED and DELIVERED as a DEED
by, for, and on behalf of
UTE HOLDINGS, LLC By: Farallon Capital Management, L.L.C., its Manager By: /s/ Rajiv A. Patel
Name: Rajiv A. Patel
Title: Managing Member |
|||
1.
|
Shareholdings
|
1.1
|
I am the registered holder and beneficial owner of 9,480 ordinary shares in the Company and that I hold these free of any encumbrances or third party rights of any kind whatsoever (the "Company Shares");
|
1.2
|
I am the beneficial owner of zero ordinary shares in the Company (other than those set out in (a) above) and that I hold these free of any encumbrances or third party rights of any kind whatsoever (the "Beneficial Shares");
|
1.3
|
set out in the Schedule are complete and accurate details of all options, warrants, restricted stock units and all other rights I have to subscribe for, purchase, convert into, exchange or exercise for or otherwise acquire or call for delivery of any
|
1.4
|
other than as set out in this paragraph 1, I do not have any interest (as defined in the Rules) in any securities of the Company or any right to subscribe for, purchase, convert into, exchange or exercise for or otherwise acquire or call for delivery of any such securities; and
|
1.5
|
I have full power and authority, and the right (free from any legal or other restrictions), and will at all times continue to have all relevant power and authority and the right, to enter into and perform my obligations under this undertaking.
|
2.
|
Dealings and undertakings
|
2.1
|
I undertake to you that (other than in connection with the Scheme) before this undertaking lapses in accordance with paragraph 10, I shall not, directly or indirectly:
|
(a)
|
sell, transfer, assign, tender in any tender or exchange offer, dispose of, charge, pledge or otherwise encumber or grant any option or award or other right over or otherwise deal with any of the Company Shares, Beneficial Shares or Convertible Securities or any further shares in the capital of the Company in respect of which I become the beneficial owner, whether pursuant to the terms of any Convertible Securities or otherwise (the "Further Company Shares" and, together with the Company Shares and Beneficial Shares, the "Subject Shares") or any interest in any of them (whether conditionally or unconditionally);
|
(b)
|
vote in favour of any resolution to approve an acquisition of any securities in the Company by any person other than Zoetis, or any other transaction which is proposed by any person other than Zoetis which relates to the securities of the Company or which could otherwise hinder or impede the implementation of the Scheme;
|
(c)
|
deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement;
|
(d)
|
accept or give any undertaking to accept any offer made or proposed to be made in respect of any securities in the Company by any person other than Zoetis; or
|
(e)
|
enter into any agreement or arrangement (whether or not legally binding) with any person, whether conditionally or unconditionally, or give any indication of intent which is in any way inconsistent with this paragraph 2.1.
|
2.2
|
I further undertake to you not, until this undertaking lapses in accordance with paragraph 10 above, to acquire any interests (as defined in the Rules) or otherwise deal or undertake any dealing (also as defined in the Rules) in any relevant securities (also as defined in the Rules) of the Company (including, for the avoidance of doubt, the exercising, exchange or conversion of any Convertible Securities) unless the Irish Takeover Panel (the "Panel") determines, and confirms to Zoetis, that, in respect of such acquisition or dealing, I am not acting in concert with Zoetis for the purpose of the Rules.
|
2.3
|
I undertake to you to cause the registered holder of any Beneficial Shares, and any Further Company Shares of which I am the beneficial owner, to comply with (and I shall take all actions as may be necessary or desirable in order to enable the registered holder of any Beneficial Shares, and any Further Company Shares of which I am the
|
2.4
|
Notwithstanding anything in this Deed to the contrary: (i) I am not a party to this Deed in any capacity other than in my capacity as owner of the Subject Shares and am not a party to this Deed in my capacity as a director, officer, employee and / or fiduciary of the Company or any of the Company's subsidiaries; and (ii) nothing herein will be construed to limit, require or affect any action or inaction by me acting in my capacity as a director, officer, employee and / or fiduciary of the Company or any of its subsidiaries.
|
2.5
|
Nothing in this Deed shall prohibit me from taking any action required pursuant to any applicable U.S. securities laws or any rules or regulations of the NASDAQ Global Market and nothing in this Deed shall require me to take any action prohibited by any applicable U.S. securities laws or any rules or regulations of the NASDAQ Global Market.
|
3.
|
Undertaking to vote in favour of the Scheme
|
3.1
|
I shall (unless Zoetis otherwise requests in writing in advance) exercise, or (as appropriate) procure the exercise of, all voting rights attaching to the Subject Shares to vote in favour of all resolutions to approve the Transaction, the Scheme, and any related matters, proposed at any general or class meeting of the Company in connection with the Scheme ("GM") and any meeting or class meeting of the Company convened pursuant to section 450 of the Act to approve the Scheme (a "Scheme Meeting"), or at any adjournment of any such meeting (all such resolutions collectively, the "Scheme Resolutions");
|
3.2
|
I shall execute, or (as appropriate) procure the execution of, any forms of proxy in respect of the Subject Shares required by Zoetis validly appointing the Chairman of the meeting or any person nominated by Zoetis to attend and vote at any GM and/or Scheme Meeting (or any adjournment thereof) in respect of the Scheme Resolutions, and shall ensure that any such executed forms of proxy are received by the Company's registrars not later than 3:00 p.m. (Eastern Time) on the seventh day after the Company sends the Scheme Document to the Company's shareholders (or, in respect of any Further Company Shares, within five days of becoming the registered holder of such shares, if later);
|
3.3
|
I shall not revoke (or seek to cause the revocation of) the terms of any proxy submitted in accordance with paragraph 3.2, either in writing or by attendance at any GM or Scheme Meeting (or any adjournment thereof) or otherwise;
|
3.4
|
I shall cause the registered holder of any Subject Shares of which I am the beneficial owner to comply with (and I shall take all actions as may be necessary or desirable in order to enable the registered holder of any Subject Shares of which I am the beneficial owner to comply with) the undertakings in paragraphs 3.1 to 3.3 in respect of Subject Shares of which I am the beneficial owner; and
|
3.5
|
Zoetis shall acquire the Subject Shares pursuant to the Scheme, if it provides for the transfer of any such shares to Zoetis, free of any lien, charge, option, equity or encumbrance of any nature whatsoever and together with all rights of any nature attaching to those shares.
|
4.
|
Voting Rights
|
4.1
|
From the time Zoetis and the Company issue the Press Announcement to the time this undertaking lapses in accordance with paragraph 10:
|
(a)
|
I shall exercise the voting rights attached to the Company Shares and any Further Company Shares on a Relevant Resolution (as defined in paragraph 4.2) only in accordance with Zoetis's directions;
|
(b)
|
I shall exercise the rights attaching to the Company Shares and any Further Company Shares to requisition or join in requisitioning any general or class meeting of the Company pursuant to section 178 of the Act for the purposes of considering a Relevant Resolution only in accordance with Zoetis's directions;
|
(c)
|
for the purpose of voting on a Relevant Resolution, I shall execute any form of proxy required by Zoetis appointing any person nominated by Zoetis to attend and vote at the relevant general or class meeting of the Company (or any adjournment thereof); and
|
(d)
|
I shall cause the registered holder of any Beneficial Shares, and any Further Company Shares of which I am the beneficial owner, to comply with (and I shall take all actions as may be necessary or desirable in order to enable the registered holder of any Beneficial Shares, and any Further Company Shares of which I am the beneficial owner, to comply with) paragraphs 4.1(a) to 4.1(c) in respect of the Beneficial Shares and any Further Company Shares of which I am the beneficial owner.
|
4.2
|
A "Relevant Resolution" means:
|
(a)
|
any Scheme Resolution;
|
(b)
|
any other resolution (whether or not amended) proposed at a general or class meeting of the Company, or at an adjourned meeting, the passing of which is necessary or desirable to implement the Scheme or which, if passed, might result in any condition of the Scheme not being fulfilled or which might impede or frustrate the Scheme in any way (including, for the avoidance of doubt, any resolution to approve any scheme of arrangement in relation to the Company which is proposed by a person other than Zoetis);
|
(c)
|
a resolution to adjourn a general or class meeting of the Company whose business includes the consideration of a resolution falling within paragraph 4.2(a); and
|
(d)
|
a resolution to amend a resolution falling within paragraph 4.2(a) or paragraph 4.2(c).
|
5.
|
Documentation
|
5.1
|
I consent to:
|
(a)
|
this undertaking being disclosed to the Panel;
|
(b)
|
the inclusion of references to me and the registered holder of any Beneficial Shares and any Further Company Shares of which I am the beneficial owner, and particulars of this undertaking and my holdings of relevant securities of the Company (and, if necessary under the Rules, Zoetis) being included in the Press Announcement, a draft of which is attached to this undertaking, and any Scheme Document, and any other announcement made, or document
|
(c)
|
this undertaking being available for inspection as required by the Rules.
|
5.2
|
I shall promptly give you all information and any assistance as you may reasonably require for the preparation of the Press Announcement, any Scheme Document and any other announcement to be made, or document to be issued, by or on behalf of Zoetis or the Company in connection with the Transaction in order to comply with the requirements of the Rules, the Panel, the Irish High Court or any other legal or regulatory requirement or body. I shall immediately notify you in writing of any change in the accuracy or impact of any information previously given to you.
|
6.
|
Secrecy
|
7.
|
Implementation by way of takeover offer
|
7.1
|
I acknowledge that Zoetis shall have (in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement)) the right and may elect at any time (with the consent of the Panel and whether or not the Scheme Document has then been despatched) to implement the Transaction by way of a takeover offer (the "Offer"), as opposed to by way of a Scheme, provided that:
|
(a)
|
Zoetis has made that election in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement); and
|
(b)
|
such takeover offer is made on terms at least as favourable in the aggregate as the terms of the Scheme (except in relation to the acceptance condition which will be set at 80% of the shares to which such offer relates or such lesser percentage as Zoetis may, with the consent of the Panel (if required), decide).
|
7.2
|
If such an Offer is made by Zoetis, I undertake and warrant that, notwithstanding any other provision of this Deed, any undertakings, agreements, warranties, appointments, consents and waivers in this undertaking shall apply mutatis mutandis to such Offer and, in particular, I undertake to accept, or procure the acceptance of, such Offer, in respect of the Subject Shares. I further undertake, if so required by Zoetis, to execute or procure the execution of all such other documents as may be necessary for the purpose of giving Zoetis the full benefit of the undertakings herein with respect to such offer.
|
7.3
|
References in this undertaking to:
|
(a)
|
the Scheme becoming effective shall be read as references to the Offer becoming or being declared unconditional in all respects;
|
(b)
|
the Scheme lapsing or being withdrawn shall be read as references to the closing or lapsing of the Offer; and
|
(c)
|
to the Scheme Document shall be read as references to the Offer Document.
|
8.
|
Time of the Essence
|
9.
|
The Transaction
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10.
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Lapse of undertaking
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10.1
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This undertaking shall lapse on the date on which the Scheme becomes effective or prior to that date if:
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(a)
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the Press Announcement is not released by 21 April 2017 or such later date as Zoetis and the Company may agree; or
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(b)
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the Transaction Agreement (as defined in the Press Announcement) is terminated in accordance with its terms.
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10.2
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If this undertaking lapses, I shall have no claim against Zoetis.
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11.
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Governing Law
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12.
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Specific performance
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13.
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Interpretation
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14.
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Power of Attorney
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14.1
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In order to secure the performance of the Obligations, I irrevocably appoint individually or collectively each and every one of the directors of Zoetis (each, an "Attorney") to be my attorney in my name and on my behalf to execute any form or forms of acceptance and/or such other documents and do such other acts or things (if any) as may be reasonably necessary to accept and/or vote in favour of the Scheme and/or to otherwise satisfy the Obligations in respect of my Subject Shares (including, for the avoidance of doubt, the giving of instructions to Cede & Co. and/or any other trustee in respect of my Beneficial Shares and any of my Further Company Shares in respect of which Cede & Co. and/or that other trustee are the registered owner).
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14.2
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The power of attorney granted under this paragraph 14 shall at any time take effect as if it had individually named the persons who are at that time directors of Zoetis.
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14.3
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Any action authorised under this power of attorney may be taken by any Attorney acting alone.
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14.4
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I irrevocably undertake to ratify any such act committed in exercise of this power, if called upon to do so.
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15.
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Acknowledgments
|
|
5,100 Restricted Share Units
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SIGNED and DELIVERED as a DEED
by RAJIV A. PATEL
in the presence of:
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/s/ Rajiv A. Patel
Rajiv A. Patel
|
|
Witness Signature:
Witness Name:
Witness Address:
Witness
Occupation:
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/s/ Barbara J. Parkyn
Barbara J. Parkyn
One Maritime Plaza, Suite 2100
San Francisco, CA 94111 USA
Notary Public
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