Ireland
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98-0626632
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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170/175 Lakeview Dr.
Airside Business Park
Swords, Co. Dublin
Ireland
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(Address of Principal Executive Offices, Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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Title of securities to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee (2)
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Ordinary Shares ($1.00 par value per share)
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23,000,000
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$90.095
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$2,072,185,000
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$257,987.03
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(1)
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Represents the ordinary shares of Ingersoll-Rand Public Limited Company (the “Company”) issuable under the Ingersoll-Rand plc Incentive Stock Plan of 2018 (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1993, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional ordinary shares that may be offered or issued pursuant to the Plan in connection with any stock split, stock dividend or similar transaction.
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(2)
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Estimated solely for the purpose of determining the registration fee in accordance with Rules 457(h) and (c) of the Securities Act. The proposed maximum offering price, per share and in the aggregate, is based upon the average of the high and low sales prices of the ordinary shares as reported on the New York Stock Exchange on June 7, 2018.
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(a)
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The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017;
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(b)
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The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018;
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(c)
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The Company's Current Reports on Form 8-K, filed with the SEC on February 20, 2018, February 26, 2018, March 19, 2018, April 19, 2018 and June 12, 2018 (provided that any portions of such reports that are deemed furnished and not filed pursuant to the instructions of Form 8-K will not be incorporated by reference into this registration statement); and
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(d)
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The description of the Company's ordinary shares contained in the Company's Form 8-K12B, filed with the SEC on July 1, 2009, and any other amendment or report filed for the purpose of updating such description.
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Exhibit No.
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Document
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4.1
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4.2
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4.3*
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5.1*
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23.1*
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23.2*
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24.1*
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Signature
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Title
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/s/ Michael W. Lamach
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Chairman of the Board and Chief Executive Officer
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(Michael W. Lamach)
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(Principal Executive Officer)
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/s/ Susan K. Carter
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Senior Vice President and Chief Financial Officer
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(Susan K. Carter)
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(Principal Financial Officer)
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/s/ Christopher J. Kuehn
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Vice President and Chief Accounting Officer
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(Christopher J. Kuehn)
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(Principal Accounting Officer)
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/s/ Kirk E. Arnold
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Director
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(Kirk E. Arnold)
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/s/ Ann C. Berzin
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Director
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(Ann C. Berzin)
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/s/ John Bruton
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Director
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(John Bruton)
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/s/ Jared L. Cohon
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Director
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(Jared L. Cohon)
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/s/ Gary D. Forsee
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Director
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(Gary D. Forsee)
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/s/ Linda P. Hudson
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Director
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(Linda P. Hudson)
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/s/ Myles P. Lee
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Director
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(Myles P. Lee)
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/s/ Karen B. Peetz
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Director
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(Karen B. Peetz)
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/s/ John P. Surma
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Director
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(John P. Surma)
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/s/ Richard J. Swift
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Director
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(Richard J. Swift)
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/s/ Tony L. White
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(Tony L. White)
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Director
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(b)
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Affiliate
: With respect to the Company, any Person or entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other Person or entity designated by the Board in which the Company or an Affiliate has an interest. The Board shall have the authority to determine the time or times at which “Affiliate” status is determined within the foregoing definition.
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(c)
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Applicable Accounting Standards
: Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.
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(d)
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Applicable Laws
: The requirements relating to the administration of equity-based and cash-based awards, as applicable, and the related issuance of Shares under U.S. state corporate laws, U.S. federal and state and Irish or other non-U.S. corporate and securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.
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(i)
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any company, corporation, partnership, or other organization of which such specified Person is an officer or partner;
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(ii)
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any trust or other estate in which such specified Person has a substantial beneficial interest or as to which such specified Person serves as trustee or in a similar fiduciary capacity;
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(iii)
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any relative or spouse of such specified Person, or any relative of such spouse who has the same home as such specified Person, or who is a director or officer of the Company or any of its Subsidiaries; and
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(iv)
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any Person who is a director, officer, or partner of such specified Person or of any company (other than the Company or any wholly-owned Subsidiary), corporation, partnership or other entity which is an Affiliate of such specified person.
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(f)
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Award
: An Option, an award of Restricted Shares, Restricted Share Unit, Share Appreciation Right, Other Share-Based Award or Performance-Based Award granted pursuant to the Plan.
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(g)
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Award Agreement
: Any written agreement, contract, or other instrument or document evidencing the terms and conditions of an Award, including through electronic medium.
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(h)
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Beneficial Owner
: A “beneficial owner”, as such term is defined in Rule 13d-3 under the Exchange Act (or any successor rule thereto) provided, however, that any individual, corporation, partnership, group, association or other Person or entity which has the right to acquire any of the Company’s outstanding securities entitled to vote generally in election of directors at any time in the future, whether such right is contingent or absolute, pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed the Beneficial Owner of such securities.
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(i)
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Board
: The Board of Directors of the Company.
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(j)
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Change in Control
: The date:
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(i)
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any individual, company, corporation, partnership, group, association or other person or entity, together with its Affiliates and Associates (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Ingersoll-Rand Company, a New Jersey corporation), is or becomes the Beneficial Owner of securities of the Company representing 30% or more of the combined voting power of the Company’s Voting Securities;
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(ii)
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the Continuing Directors fail to constitute a majority of the members of the Board;
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(iii)
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of consummation of any transaction or series of transactions under which the Company is merged or consolidated with any other company which is not an Affiliate; or
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(iv)
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of any sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all, or substantially all, of the assets of the Company, other than any sale, lease, exchange or other transfer to any Person or entity where the Company owns, directly or indirectly, at least 80% of the combined voting power of the Voting Securities of such Person or entity or its parent corporation after any such transfer;
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(k)
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Code
: The U.S. Internal Revenue Code of 1986, as amended, or any successor thereto.
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(l)
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Committee
: The Compensation Committee of the Board (or a subcommittee thereof), or the delegate to which the Board or the Compensation Committee has delegated its authority pursuant to Section 4(a) hereof, or such other committee of the Board to which the Board has delegated power to act under or pursuant to the provisions of the Plan.
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(m)
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Company
: Ingersoll-Rand plc, an Irish public limited company and any successor thereto.
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(n)
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Continuing Directors
: A director who either was a member of the Board on the Effective Date or who became a member of the Board subsequent to such date and whose election, or nomination for election by the Company’s shareholders, was Duly Approved by the Continuing Directors on the Board at the time of such nomination or election, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the Board in which such person is named as nominee for director, without due objection to such nomination, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Board.
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(o)
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Director
: A member of the Board.
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(p)
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Disability
: Unless otherwise provided in an Award Agreement or determined by the Committee, the Participant would qualify to receive benefit payments under the long-term disability plan or policy, as it may be amended from time to time, of the Company or the Affiliate to which the Participant provides Service, regardless of whether the Participant is covered by such plan or policy, or the plan or policy of the Company, if an Affiliate does not maintain such a plan or policy. A Participant shall not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion. Notwithstanding the foregoing, for purposes of ISOs granted under the Plan, “Disability” means that the Participant is disabled within the meaning of Section 22(e)(3) of the Code. Notwithstanding the foregoing, with respect to an Award that is subject to Section 409A of the Code where the Award will be paid by reference to the Participant’s Disability, solely for purposes of determining the timing of payment, no such event will constitute a Disability for purposes of the Plan or any Award Agreement unless such event also constitutes a “disability” as defined under Section 409A.
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(q)
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Dividend Equivalent Right
: A right to receive the equivalent value of dividends paid on the Shares with respect to Shares underlying Restricted Share Units or an Other Share-Based Award that is a Full Value Award prior to vesting of the Award, subject to the additional requirements of Section 10(b) hereof. Such Dividend Equivalent Right shall be converted to cash or additional Shares, or a combination of cash and Shares, by such formula and at such time and subject to such limitations as may be determined by the Committee.
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(r)
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Duly Approved by the Continuing Directors
: An action approved by the vote of at least two-thirds of the Continuing Directors then on the Board.
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(s)
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Effective Date
: June 7, 2018.
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(t)
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Employee
: A full-time or part-time employee of the Company or any Affiliate, including an officer or Director, who is treated as an employee in the personnel records of the Company or Affiliate for the relevant period. Neither services as a Director nor payment of a director’s fee by the Company or an Affiliate shall be sufficient to constitute “employment” by the Company or an Affiliate.
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(u)
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Exchange Act
: The U.S. Securities Exchange Act of 1934, as amended, or any successor thereto.
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(v)
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Fair Market Value
: On a given date, (i) if there should be a public market for the Shares on such date, the closing price of the Shares as reported on such date on the principal national securities
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(w)
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Full Value Awards
: Any Award other than an (i) Option, (ii) Share Appreciation Right or (iii) other Award for which the Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Shares, determined as of the date of grant.
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(x)
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ISO
: An Option that is also an incentive stock option granted pursuant to Section 7(e) of the Plan.
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(y)
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Option
: An option granted pursuant to Section 7 of the Plan.
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(z)
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Option Price
: The purchase price per Share of an Option, as determined pursuant to Section 7(b) of the Plan.
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(aa)
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Other Share-Based Awards
: Awards granted pursuant to Section 9 of the Plan.
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(bb)
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Participant
: An Employee or Director who is selected by the Committee to participate in the Plan.
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(cc)
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Performance-Based Award
: A Full-Value Award that vests, in whole or in part, based on the attainment of a Performance Goal.
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(dd)
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Performance Criteria
: The criteria that the Committee selects for purposes of establishing the Performance Goal(s) for a Participant during a Performance Period. The Performance Criteria that will be used to establish Performance Goals may include, but are not limited to, the following: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) operating income margin; (v) gross margin; (vi) earnings per Share; (vii) book value per Share; (viii) return on shareholders’ equity; (ix) expense management; (x) return on invested capital; (xi) improvements in capital structure; (xii) profitability of an identifiable business unit or product; (xiii) maintenance or improvement of profit margins or revenue; (xiv) Share price; (xv) market share; (xvi) revenues or sales; (xvii) costs; (xviii) available cash flow; (xix) working capital; (xx) return on assets; (xxi) total shareholder return, (xxii) productivity ratios, and (xxiii) economic value added. The Performance Criteria may be calculated in accordance with Applicable Accounting Standards or on an adjusted basis.
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(ee)
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Performance Goals
: For a performance period, the goals established in writing by the Committee for the performance period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance, the performance of an Affiliate, the performance of a division or a business unit of the Company or an Affiliate, or the performance of an individual or team. The Performance Goals may be measured either in absolute or relative terms. The Committee, in its sole discretion, may provide that one or more adjustments shall be made to one or more of the Performance Goals.
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(ff)
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Performance Period
: One or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance-Based Award.
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(gg)
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Person
: A “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act (or any successor section thereto), including any Affiliate or Associate of the Company.
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(hh)
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Plan
: This Ingersoll-Rand plc Incentive Stock Plan of 2018, as from time to time amended and then in effect.
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(ii)
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Restricted Shares
: Shares awarded to a Participant pursuant to Section 6 of the Plan that are subject to certain restrictions and may be subject to risk of forfeiture.
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(jj)
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Restricted Share Unit
: An Award granted pursuant to Section 5 of the Plan that shall be evidenced by a bookkeeping entry representing the equivalent of one Share.
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(kk)
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Securities Act
: The U.S. Securities Act of 1933, as amended, or any successor thereto.
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(ll)
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Service
: Except as otherwise determined by the Committee in its sole discretion, a Participant’s Service terminates when the Participant ceases to actively provide services to the Company or an Affiliate. The Committee shall determine which leaves shall count toward Service and when Service terminates for all purposes under the Plan. Further, unless otherwise determined by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant provides Service to the Company or an Affiliate, or a transfer between entities (i.e., the Company or any Affiliates), provided that there is no interruption or other termination of Service in connection with the Participant’s change in capacity or transfer between entities (except as may be required to effect the change in capacity or transfer between entities). For purposes of determining whether an Option is entitled to ISO status, an Employee’s Service shall be treated as terminated ninety (90) days after such Employee goes on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract.
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(mm)
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Shares
: Ordinary shares in the capital of the Company, par value US $1.00 per Share, and such other securities of the Company that may be substituted for the Shares pursuant to Section 11 of the Plan.
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(nn)
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Share Appreciation Right
: A share appreciation right granted pursuant to Section 8 of the Plan.
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(oo)
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Subsidiary
: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto) or Section 7 of the Act.
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(pp)
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Substitute Award
: An Award granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines.
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(qq)
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Tax-Related Items
: Any U.S. federal, state, and/or local taxes and any taxes imposed by a jurisdiction outside of the United States (including, without limitation, income tax, social insurance contributions, payment on account, employment tax obligations, stamp taxes and any other taxes required by law to be withheld and any employer tax liability for which the Participant is liable).
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(rr)
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Voting Securities
: The outstanding securities entitled to vote generally in election of directors.
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(iii)
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Determine the number of Awards to be granted and the number of Shares to which an Award will relate;
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(iv)
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Determine the terms and conditions of any Award granted pursuant to the Plan, including, without limitation, the Option Price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;
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(v)
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Determine whether, to what extent, and pursuant to what circumstances (A) an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or other property, (B) the vesting, exercisability or forfeiture restrictions applicable to an Award may be accelerated or waived, including, without limitation, in connection with the Participant’s retirement or other termination or other event, (C) or an Award may be cancelled, forfeited, or surrendered;
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(vi)
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Prescribe the form of each Award Agreement, which need not be identical for each Participant and may vary for Participants within and outside of the United States;
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(vii)
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Decide all other matters that must be determined in connection with an Award;
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(viii)
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Establish, adopt, or revise any rules and regulations including adopting sub-plans to the Plan for the purposes of complying with foreign laws and/or taking advantage of tax-favorable treatment for Awards granted to Participants outside the United States, as it may deem necessary or advisable to administer the Plan;
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(ix)
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Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement;
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(x)
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Correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable; and
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(xi)
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Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan.
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(i)
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The Committee in its sole discretion may provide a Participant as part of an RSU or Other Share-Based Award that is a Full Value Award with Dividend Equivalent Rights, on such terms and conditions as may be determined by the Committee in its sole discretion.
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(ii)
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Any Dividend Equivalent Rights provided in connection with an Award that is subject to vesting shall either (i) not be paid or credited or (ii) be accumulated and subject to vesting restrictions applicable to the underlying Award. For Restricted Shares subject to vesting, dividends shall be accumulated and subject to any restrictions and risk of forfeiture to which the underlying Restricted Share is subject.
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(i)
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Additional Vesting of Time-Based Awards
Notwithstanding Section 11(a) hereof, if a Change in Control occurs and a Participant’s Awards that vest based on the Participant’s continued Service are not converted, assumed, substituted or replaced by a successor or survivor corporation, or a parent or subsidiary thereof, then immediately prior to the Change in Control such Awards shall become fully vested and, to the extent applicable, exercisable and all forfeiture restrictions on such Awards shall lapse. Where Awards described in the foregoing sentence are assumed or continued after a Change in Control, the Committee may provide that one or more Awards will automatically accelerate upon an involuntary termination of the Participant’s employment or service within a designated period following the effective date of such Change in Control. Any such Award shall, accordingly, upon an involuntary termination of the Participant’s employment or service following a Change in Control, become fully vested and, to the extent applicable, exercisable and all forfeiture restrictions on such Award shall lapse. With respect to any ISOs, the portion of any ISO accelerated in connection with a Change in Control shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation is not exceeded. To the extent such U.S. dollar limitation is exceeded, the accelerated portion of such Option shall not be exercisable as an ISO under the U.S. federal tax laws.
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(ii)
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Additional Vesting of Performance-Based Awards
With respect to Awards that vest based on the attainment of performance-based conditions, in the Committee’s sole and absolute discretion, and on such terms and conditions as it deems appropriate, either by the terms of Award Agreement or by action taken in connection with the Change of Control, the Award shall vest (A) at the target level, pro-rated to reflect the period the Participant was in Service during the performance period or (B) the actual performance level attained, as determined on the most recent practicable date as of which performance may be measured prior to the date of the Change in Control. Unless otherwise converted, assumed, substituted or replaced by a successor or survivor corporation, or a parent or subsidiary thereof, any such Performance-Based Awards that have not either previously vested in accordance with the terms of such Award or in accordance with this Section 11(b) (ii) shall terminate and cease to be outstanding as of the Change in Control.
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(iii)
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Cancellation of Awards
In connection with any Change in Control, the Committee may, in its sole discretion, but shall not be obligated to, provide for cancellation of any one or more outstanding Awards and payment to the holders of such Awards that are vested as of such cancellation (including, without limitation, any Awards that would vest in accordance with the terms of such Award or in accordance with this Section 11(b) (i) or (ii) hereof, as applicable), the value of such Awards, if any, as determined by the Committee (which value, if applicable, may be based upon the price per Share received or to be received by other shareholders of the Company in such event), including, without limitation, in the case of an outstanding Option or Share Appreciation Right, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option or Share Appreciation Right over the aggregate exercise price of such Option or Share Appreciation Right (it being understood that, in such event, any Option or Share Appreciation Right having a per share exercise price equal to, or in excess of, the Fair Market Value of a Share subject thereto may be canceled and terminated without any payment or consideration therefor). Payments to holders pursuant to this Section 11(iii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been,
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Re:
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Ingersoll-Rand plc Registration Statement on Form S-8 in relation to the Plan
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1.
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Basis of Opinion
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1.1
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We are acting as Irish counsel to Ingersoll-Rand plc, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at 170/175 Lakeview Drive, Airside Business Park, Swords, Co. Dublin (the “
Company
”), in connection with the filing by the Company of a registration statement on Form S-8 (the “
Registration Statement
”) with the United States Securities and Exchange Commission (the “
SEC
”) on or about the date hereof under the Securities Act of 1933, as amended (the “
Securities Act
”), relating to the 23,000,000 ordinary shares with a nominal value of US$1.00 each of the Company (the “
Shares
”) that may be delivered pursuant to the Company’s Incentive Stock Plan of 2018 (the “
Plan
”).
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1.2
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This Opinion is confined to, given in all respects on the basis of, governed by and is to be construed in accordance with, the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied and interpreted by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof.
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1.3
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This Opinion is also strictly confined to:
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(a)
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the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;
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(b)
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the Plan Documents (as defined in the Schedule); and
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(c)
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the searches listed at 1.5 below.
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1.4
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For the purpose of giving this Opinion, we have examined copies sent to us by email in pdf or other electronic format of the Plan Documents.
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1.5
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For the purpose of giving this Opinion, we have caused to be made legal searches against the Company on or about the date hereof:
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(a)
|
on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the Constitution of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator;
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(b)
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in the Judgments Office of the High Court of Ireland; and
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(c)
|
in the Central Office of the High Court of Dublin for any proceedings or petitions filed.
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1.6
|
This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof. This Opinion speaks only as of its date.
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2.
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Opinion
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2.1
|
the Company is a public company limited by shares, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to issue the Shares; and
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2.2
|
when the Shares have been issued (and, if required, paid for in either cash or services) pursuant to and in accordance with the terms and conditions referred to or summarised in the applicable resolutions and the Plan, the Shares will be validly issued, fully paid up and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).
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3.
|
Assumptions
|
3.1
|
that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined;
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3.2
|
that (if required under the terms of the Plan) any awards granted under the Plan will be in consideration of the receipt by the Company prior to the issue of the Shares pursuant thereto of either cash or services at least equal to the aggregate of the nominal value and the whole of any share premium required to be paid up on the issue of such Shares and
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3.3
|
that the filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws other than Irish law;
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3.4
|
that the exercise of any options granted under the Plan, the issue of the Shares upon exercise of such options and any other issue of Shares under the Plan will be conducted in accordance with the terms and the procedures described in the Plan and any applicable award agreement;
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3.5
|
with respect to the granting of any options or other awards under the Plan on or after 7 December 2019 (the date of expiry of the Company’s existing authority to issue Shares) which could result in the issuance of Shares, that the Company will have renewed its authority to issue the Shares in accordance with the terms and conditions set out in the Constitution of the Company and the Companies Act 2014 of Ireland for the remainder of the period that the Registration Statement will continue in effect;
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3.6
|
to the extent that the Plan is not an employees’ share scheme, within the meaning of Section 1022 of the Companies Act 2014, that (i) the issuance of the Shares falls within the scope of the dis-application of pre-emption rights approved by the shareholders of the Company on 7 June 2018 and (ii) with respect to Shares issued on or after 7 December 2019, that the Company will have renewed the dis-application of pre-emption rights with respect to the Shares;
|
3.7
|
that the Company has determined at a general meeting of shareholders in accordance with Section 109 of the Companies Act 2014 the re-allotment price of any of the Shares which constitute treasury shares and that any such Shares will be re-allotted at the price so determined;
|
3.8
|
that, at the time of grant or issue by the compensation committee of the board of directors of the Company (the “
Committee
”) or any sub-committee thereof of any award or Shares under the Plan, the Committee (or sub-committee, as appropriate) has been duly constituted and remains a duly constituted committee (or sub-committee) of the board of directors of the Company having the necessary powers and authorities to grant awards and issue Shares under the Plan;
|
3.9
|
the completeness and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness of all signatories, stamps and seals thereon;
|
3.10
|
where incomplete Plan Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Plan Documents correspond in all respects with the last draft of the complete Plan Documents submitted to us;
|
3.11
|
that the Plan Documents will be executed in a form and content having no material difference to the drafts provided to us, will be delivered by the parties thereto, and that the terms thereof will be observed and performed by the parties thereto;
|
3.12
|
that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;
|
3.13
|
that the Constitution of the Company as amended on 2 June 2016 is the current Constitution of the Company, is up to date and has not been amended or superseded and that there are no other terms governing the Shares other than the those set out in the Constitution of the Company;
|
3.14
|
the accuracy and completeness of the information disclosed in the searches referred to in paragraph 1.5 above and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company;
|
3.15
|
the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Plan Documents; and
|
3.16
|
that the Plan Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit.
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4.
|
Disclosure
|
1.
|
A copy of the form of the Registration Statement to be filed by the Company with the SEC.
|
2.
|
A copy of the Plan.
|
3.
|
A copy of the G1 filing with the Irish Companies Registration Office in respect of the resolution of the shareholders of the Company on 2 June 2016 amending the Constitution of the Company.
|
4.
|
A copy of the Constitution of the Company in the form amended by resolution of the shareholders of the Company on 2 June 2016.
|
5.
|
A copy of the resolutions of the board of directors of the Company dated 4 April 2018 regarding the approval and adoption by the board of directors of the Plan, the reservation for issuance of 23,000,000 Shares pursuant to the Plan and the filing by the Company of the Registration Statement.
|
6.
|
Confirmation from the Company that resolutions of the shareholders of the Company were passed at the annual general meeting of the Company held on 7 June 2018 (i) approving the Plan, (ii) authorising the directors of the Company to allot shares and (iii) dis-applying the application of statutory pre-emption rights.
|
7.
|
A copy of the Certificate of Incorporation of the Company dated 1 April 2009.
|
8.
|
A copy of the certificate from the company secretary of the Company in relation to the share capital of the Company dated 11 June 2018.
|
9.
|
Letter of Status from the Irish Companies Registration Office dated 12 June 2018.
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