EBR 2.53% $1.02 ebr systems inc.

Hi Edmorgrimm once again.Wrt US citizens not holding CDI'S, I...

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    Hi Edmorgrimm once again.

    Wrt US citizens not holding CDI'S, I refer to the Prospectus:
    "Note to U.S. residents

    "The CDIs offered under this Prospectus have not been registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the U.S.
    "Securities Act and applicable state securities laws. In addition, any hedging or similar transactions in the CDIs may not be conducted unless in compliance with the U.S. Securities Act.
    "This Prospectus may be distributed, and the CDIs will only be offered and sold, in the United States (i) by the Company to “accredited investors” (as defined in Rule 501(a) under the U.S. Securities Act) and (ii) by a registered U.S. broker-dealer affiliate of a Bell Potter to institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9) and (12) under the U.S. Securities Act) and only if this Prospectus is accompanied by a U.S. Offering Circular.
    "Resale restrictions under U.S. law
    "The Offer is being made available to investors outside the United States in reliance on the exemption from registration afforded by Regulation S under the U.S. Securities Act for offers and sales which are made outside the United States to non-U.S. Persons.
    "As a result of relying on the Regulation S exemption, the CDIs which are issued under the Offer will be ‘restricted securities’ under Rule 144 of the U.S. Securities Act.
    "This means that you will not be permitted to sell the CDIs issued to you under the Offer into the U.S. or to a U.S. Person for a period of at least 12 months from the date of allotment of the CDIs under the Offer, unless the resale of the CDIs is registered under the U.S. Securities Act or an exemption is available.
    "Please refer to Section 12.13 for further information.
    "The Company has requested that all CDIs issued under the Offer bear a designation on the ASX to enforce these restrictions. This designation is intended to automatically prevent any CDIs from being sold on the ASX to U.S. Persons.
    "However, you will still be able to freely transfer your CDIs on the ASX to any person other than a U.S. Person.
    "Refer to Section 12.13 for further information on the restrictions which will be placed on the Company’s CDIs.

    "Representations and warranties of non-U.S. "Person status All non-U.S. persons subscribing for CDIs under the Offer will be required to make certain representations and warranties regarding status as non-U.S.
    "Persons and agreements regarding restrictions on resale and hedging under Regulation S in their Application for CDIs under the Offer.
    "Please refer to Section 12.13 of this Prospectus for further information. Other foreign jurisdictions
    "This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer.
    "No action has been taken to register or qualify the CDIsor the Offer under this Prospectus, or to permit a public offering of CDIs, in any jurisdiction other than Australia.

    " The Offer is not being extended to any investor outside of Australia, other than to Institutional Investors as part of the Institutional Offer in certain jurisdictions.
    "The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should observe any such restrictions.

    "See section 8.13 for international offer restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws.
    "The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty made by the Applicant to the Company that the Applicant has not breached such laws."

    Interestingly in the above quote there is mention that: "This means that you will not be permitted to sell the CDIs issued to you under the Offer into the U.S. or to a U.S. Person for a period of at least 12 months from the date of allotment of the CDIs under the Offer", so I'm not sure where exactly that leads us!

    Why did EBR list on the ASX? I don't know, but my thought is that it may have something to do with its status as still yet to be profitable. But I'm happy to be corrected.

    IMO if the SOLVE-CRT trial is successful EBR will get as much air-play as any other successful biotech - and remember that the shareholders (or CDI-holders!) include some very big fund groups - I'll be interested to see how the Top 20 holders have changed over the past 12 months!




 
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