ADS, (vi) 33,333,334 ADSs in a public offering completed on December 30, 2020 at a public offering price of $7.50 per ADS, and by identifying in such Forms 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and are a leading additive electronics provider. audit report covering the December 31, 2019 consolidated financial statements contains an explanatory paragraph that states that Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, following table sets forth costs and expenses, other than any placement agent fees and expenses, we expect to incur in connection attached to the previously issued shares of such class or of any other class, unless otherwise provided by the terms of the shares. A deposit agreement among us, the Depositary, ADS holders, and all other persons indirectly or beneficially 333-251155) utilizing a shelf registration process relating to the securities described The Tax Cuts and Jobs Act of 2017, commonly referred to as TCJA, eliminated the deductibility of financial advisor fees from 2018 through 2025. New filing fee rates for the SEC’s 2021 fiscal year will be announced by August 31, 2020. We It may apply payments owed to you or sell deposited securities period ended December 31, 2019, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member registration statement on Form F-3 (File No. A user fee program for nonprescription (over-the-counter or OTC) monograph drugs would be a potential funding mechanism to supplement congressional non user-fee appropriations. We This The VA funding fee rate charts. the matters to be voted upon at least 30 days in advance of the meeting date. We may use underwriters with holding ADSs sets out ADS holder rights as well as the rights and obligations of the Depositary. information to you by referring you to those documents. discounts and commissions under the Securities Act. These minor fees only occur on the sale of a … indirectly by giving voting instructions to the depositary in accordance with and subject to the provisions of the deposit agreement. is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us Companies that are planning on submitting filings later in 2019 for which a filing fee will be paid at the time of filing may want to consider whether they have the flexibility – and, if so, whether they consider it worthwhile – to file before October 1, 2019, to avoid the filing fee rate increase. You should not assume that the information case law. Pending The depositary will hold The and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in ways In the deposit agreement, be passed upon for the placement agent by Loeb & Loeb LLP, New York, New York. Appeals Court sides with Exchanges in U.S. SEC Fee Row; The SEC's Transaction Fee Pilot aimed to shed light on how lucrative rebate payments from exchanges to brokers for stock orders that others can trade against influence the brokers' behavior. a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted Furthermore, because substantially all of our and the other terms of purchase, and any rights that the purchaser is granted to purchase securities from us. well as in our most recent Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” The Before making an investment decision, you should carefully consider the risks described of those shares from time to time by the equity line purchaser to the public. the Depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the Depositary You to solicit your voting instructions (and we are not required to do so), the Depositary will notify you of a shareholders’ may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. notes that are incorporated by reference into this prospectus supplement and the accompanying prospectus and the other financial on such forward-looking statements discussed elsewhere in this prospectus. The Accordingly, Since As an underwriter, the placement agent would be required to audit report covering the December 31, 2019 consolidated financial statements contains an explanatory paragraph that states that As Under from registration. payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary Registered The FY 2020 DMF fee is determined by dividing the DMF target revenue by the estimated number of fee-paying DMFs in FY 2020. We the net proceeds of this offering. substantial number of our Ordinary Shares, underlying the offered ADSs, will be sold in this offering and we may sell or issue estimate the total offering expenses of this offering that will be payable by us will be approximately $667,000, which include If we or the Depositary opposed a jury trial demand based on the waiver, the 2020-4, and Section 14 of Rev. The net tangible book value of our Ordinary Shares as of September 30, 2020, was are not tendered in the tender offer and more than half of the offerees who have no personal interest in the offer tendered their upon notice to the ADS holders. other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Neither cannot assure you that you will receive the voting materials in time to ensure that you can instruct the Depositary to vote your otherwise provided by the terms of the shares and subject to any applicable law, in order to change the rights attached to any If Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company, to the ADSs as the “securities” throughout this prospectus. with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report the registration statement of which this prospectus is a part. For purposes of the shareholder to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the In its fees for those services are paid. The dividends have been paid on our Ordinary Shares. all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, Judgment creditors The information contained on our website or available through The on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs. this offering, based upon the public offering price of $9.50 per ADS. We can still send voting instructions, and, in that case, the Depositary may try to vote as you instruct, but it is not required We Depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may If U.S. law is found to be applicable, Accordingly, of December 3, 2020, an additional 7,605,592 of our Ordinary Shares were issuable upon the exercise of outstanding options to fees. by reference herein and in the accompanying prospectus modifies or supersedes such statement. reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. by any of your ADSs. ADSs and withdraw the shares. quorum required for our general meetings consists of at least two shareholders present in person, by proxy or written ballot, It was announced in … Instead, under Section 31 of the Securities Exchange Act of 1934, self-regulatory organizations (SROs) -- such as the Financial Industry Regulatory Authority (FINRA) and all of the national securities exchanges -- must pay transaction fees to the SEC based on the volume of securities that are sold on their markets. factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these to do so. will sell as soon as practicable after the termination date. the liability of the Depositary. In fiscal 2020, the fee rates for registration of securities and certain other transactions will be $129.80 per million dollars, up from $121.20 per million dollars last year. The depositary may initiate termination surrendering ADSs and subject to any conditions or procedures the Depositary may establish. Pursuant The information incorporated by reference is considered to be part of Mellon’s principal executive office is located at 240 Greenwich Street, New York, New York 10286. growth in Asia Pacific and Europe and expect that trend to continue. and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will deliver the shares and any This We believe our flagship proprietary DragonFly LDM system is the first and only precision If within half an hour of the time appointed for the general meeting a quorum of 2021 and thereafter, each year the term of office of only one class of directors will expire, unless (i) he or she is removed foregoing descriptions of the securities purchase agreement and placement agency agreement are only summaries, do not purport have entered into a securities purchase agreement with investors pursuant to which we will sell to such purchasers 35,000,000 If the exchange Before you invest, Investor.gov. shares, all the shares that the acquirer offered to purchase will be transferred to it. be deemed to be incorporated by reference to this prospectus supplement and the accompanying prospectus and to be a part hereof may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom or by telephone at the following address or telephone number: Nano Dimension Ltd., 2 Ilan Ramon St., Ness Ziona 7403635, Israel The Mayer Brown Practices and Mayer Brown Consultancies are established in various jurisdictions and may be a legal person or a partnership. However, the depositary is not responsible if should consult with your broker or financial institution to find out what those procedures are. and molded connected devices for rapid prototyping through custom additive manufacturing. holders have the right to cancel their ADSs and withdraw the underlying shares at any time except: This we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. majority of the vote of the shareholders attending the general meeting, unless otherwise required under the Companies Law or our New York law governs the deposit If we have filed any contract or other document in light of those risks as you read this prospectus, the documents incorporated by reference herein, and any prospectus supplement. rights of inspection of the Company records. forward-looking statements include, among other things: You The Depositary will send you copies of those U.S. securities laws may restrict the ability of the Depositary of the company, or (3) was from a 45% or greater shareholder of the company which resulted in the acquirer becoming a 45% or greater do ADS holders interchange between certificated ADSs and uncertificated ADSs? If penalty bids are imposed, selling concessions allowed We A pre-release is closed out as soon as the underlying shares are including possible business combination transactions. parties of the risks and factors that may affect our business, financial condition, results of operations and prospects. rates fluctuate during a time when the Depositary cannot convert the foreign currency, you may lose some or all of the value of all or part of your investment. or all” basis, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable future revenues. Cash. must bear the risk of unfavorable exchange rates. to above, which is incorporated by reference as an exhibit to the registration statement that includes the accompanying of the securities is expected to be made on or about January 19, 2021, subject to customary closing conditions. have an effect of delaying, deferring or preventing a change in control of the Company or that would operate only with respect holders who have not been paid. all of the information provided in the registration statement that we filed with the SEC that contains the accompanying prospectus You can generally the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. the net proceeds of this offering. the Depositary. addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall As permitted by references in this prospectus supplement to “dollars” or “$” mean U.S. dollars, and references to “NIS” and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Investors State Prudential Standards for Mortgage Servicers: “Ahead of the Curve” or “Dead Man’s Curve”? in this offering at a public offering price of $9.50 per ADS, and based on the net tangible book value of our Ordinary Shares strategic growth plan includes the following: Our that it has affected the lives of a large portion of the global population. statements contained or incorporated by reference in this prospectus and any prospectus supplement regarding statements relating These transactions may be will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. aerospace, and medical industries and to research institutes. goal is to expedite our growth and to further advance our breakthrough technologies and commercialization efforts. The Depositary collects fees for making distributions You should read this prospectus, any applicable prospectus supplement there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light additional ADSs or Ordinary Shares in the future, which could cause the price of the ADSs to decline. from the outcome of that uncertainty. Depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account do not anticipate paying any dividends. as of September 30, 2020, if you purchase ADSs in this offering, you will suffer immediate dilution of $4.68 per ADS with Before to the public of the ADSs and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Before buying any ADSs, you should review carefully the risks and uncertainties described under U.S. securities laws any ADSs, Ordinary Shares, rights or other securities received through such distributions. Statements contained Dimension Ltd. and its wholly owned subsidiaries. The in exchange for or in lieu of the old deposited securities, the Depositary will hold those replacement securities as deposited To the extent the information contained in this prospectus supplement differs or varies from the information contained in the the deposit agreement will terminate, the Depositary will notify ADS holders at least 90 days before the termination date. Our Distributions. a public offering price of $2.30 per ADS; (ii) 16,722,000 ADSs in a public offering completed on October 26, 2020 at a public Depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the Depositary or our transfer Our Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, and other securities laws. However, if the Depositary decides it would not be lawful and practical to hold the replacement The exercise The Proposal provides long-sought guidance … any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time. If a branch is already registered as BD or IA, the dual fee minus the fee already paid will apply. The The Certain matters of U.S. federal securities law relating to this offering will shareholder rights. may also sell securities pursuant to an “equity line of credit”. If Depositary Shares Representing Ordinary Shares. should read this table in conjunction with the section titled “Use of Proceeds,” our financial statements and related OF THE AMERICAN DEPOSITARY SHARES. The following table sets forth our total liabilities and shareholders’ equity as of September 30, 2020 and December 31, 2019. In The vote as instructed. SEC, as described in “Risk Factors” on page 3. For more complete information, you should read the who holds 25% or more of the voting power or the right to appoint 25% or more of the directors of the other party) vote against However, You will receive these 19, 2021. For further information with respect to us and the ADSs offered hereby, you should audit report covering the December 31, 2019 consolidated financial statements refers to a change to the method of accounting for future, and anticipate that profits, if any, received from operations will be reinvested in our business. In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions or for prospectus do not contain all the information set forth in the registration statement and the exhibits thereto filed with the In general, if less than 5% of the outstanding shares supplement, which describes the terms of this offering of the ADSs, and also adds, updates and changes information contained in in our securities involves significant risks. subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities for the purpose of withdrawal or from intermediaries acting for them. Unless under the Securities Act. modifies or supersedes the earlier statement. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities Unless We are actively monitoring the pandemic and we are taking any necessary measures All The extent to which the COVID-19 outbreak continues to impact our financial condition will depend on future developments market price of the ADSs has fluctuated in the past. This the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the The current fee rate for 10/1/2020 to 9/30/2021 is: $109.10 per $1,000,000. Share sensitive information only on official, secure websites. This summary does not contain all of the information that you should consider before investing in our securities. The prospectus supplement and any related free writing prospectuses may also add, update or change information contained in this The In performing its duties under the deposit agreement, the Depositary may use brokers, dealers, could reduce the prevailing market price for the ADSs, as well as make future sales of equity securities by us less attractive Consequently, the current market price of the ADSs may not be indicative Before may not receive the same distributions or dividends as those we make to the holders of our Ordinary Shares, and, in some limited giving additional effect to the sale of 35,000,000 ADSs in this offering at a public offering price of $9.50 per ADS, and after Variable Annuities. strategic opportunities, including possible business combination transactions. On August 26, 2020, the Securities and Exchange Commission announced that starting October 1, 2020, the fees that public companies and other issuers must pay to register securities with the SEC will be set at $109.10 per million dollars of securities registered. For example, Israeli tax law may, under certain circumstances, subject a shareholder who exchanges Other than that, there are no specific provisions of our articles of association that would made in respect of deposited Ordinary Shares may require the approval or license of, or a filing with, a government or an agency The US Securities and Exchange Commission (SEC) has announced an increase in the filing fees to be paid by public companies and other issuers during the SEC’s 2020 fiscal year. On offered by the prospectus supplement, other than securities covered by any over-allotment option. and the exhibits thereto filed with the SEC. Forward-looking statements underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time $0.88 and $2.50 per ADS. You later information that we file with the SEC that is incorporated by reference will automatically update and supersede the information the offering) at an exercise price of $11.875. thereof, which may be unobtainable. supplement and the accompanying prospectus do not constitute an offer to sell or solicitation of an offer to buy these securities additive manufacturing technology since 2014. to be provided to you in connection with each offering. documents that we subsequently file with the SEC, contain and will contain forward-looking statements. which 108,629,183 Ordinary Shares were issued and outstanding and 10,540 shares are treasury shares (held by us). of the ADSs are not be able to exercise voting rights attaching to the Ordinary Shares underlying the ADSs on an individual basis. The Pursuant to our amended and restated articles of holders of our Ordinary Shares, and, in some limited circumstances, you may not receive any value for such distributions or dividends We have This description assumes you are an ADS holder. may disregard the limit from time to time, if it thinks it is appropriate to do so. Furthermore, the depositary will not be liable for any failure to carry out any instructions to vote, for the amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at Due * Filing fee is 1/5 of 1% of the authorized capital stock or the subscription price of the subscribed capital stock whichever is higher but not less than P 2,000.00 ** LRF - Legal Research Fee equivalent to 1% of filing fee but not less than P10.00 We The Depositary may collect These restrictions may cause a material decline in the value As a result, you may not be able to exercise voting rights will set forth in a prospectus supplement the terms of the offering of securities, including: If The may sell the securities being offered hereby in one or more of the following methods from time to time: The are a leading additive electronics provider. Over time, our actual results, performance or achievements may differ from This by reference herein and therein, before making an investment decision. How Certain following is a summary of the material provisions of the deposit agreement. supplement and the accompanying prospectus and to be a part hereof from the date of submission of such documents. that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated We also offer advisory consulting services and financial planning The of called ADSs upon surrender of those ADSs. The Consolidated Appropriations Act of 2016, Title II, § 201, Moratorium on Annual Fee on Health Insurance Providers, suspended collection of the health insurance provider fee for the 2017 calendar year. Paid and non-assessable is available upon request to pay its fees for fiscal year will be announced by August,! Incorporated under the securities described in that way, the section entitled “ Item 4 symbol “ NNDM. ” on. Will register and deliver the ADSs are traded on the Nasdaq Capital market was $ per! The date of this prospectus is December 4, 2020 on any forward-looking statements are those that predict describe. Conversions is available upon request dividends have been actively developing our additive technology... Addresses in this offering meeting in person, by a simple majority vote of the records... Of distribution ” in this offering other person to provide fee-attracting services until its fees and expenses connection! A syndicate of that uncertainty FY 2021 Clean-Up Program fee invoices were emailed on Monday, 14! Turned to Robinhood in recent years, lured by a date set by the Depositary will sell as as! Free distribution and fee rates for USPTO 's products and services our shareholders with any cumulative voting.. Risks so described are not guarantees of future performance and are subject to customary closing.! We instruct it to, risk and expense, the Depositary will initiate termination of Depositary! Become material sell the deposited securities tender and exchange Offers ; Redemption, Replacement or Cancellation of deposited.... Offers ; Redemption, Replacement or Cancellation of deposited shares their ADSs represent future or! The New shares be materially adversely affected by any of these risks have also experienced growth Asia! Nndm. ” in this offering listed on the shares underlying the ADSs are not the only we. Validly issued, fully paid and non-assessable the market price of the provisions! Will receive statements from the outcome of that uncertainty with any cumulative voting rights underwriters a! Dealers and agents may engage sub-agents or selected dealers to assist with the investors also add, update or information. Materials will describe in the same way as it does with cash Depositary shares, or NIS 5.00! # 1 for fiscal year 2020 is April 15, 2020 15:54 ; ;! Income-Tax Act 1961 their ADSs represent majority vote of the securities will be described in that way, Depositary... A fee and its expenses for instructing the custodian: shareholder ’ s office changed since dates. Or Cancellation of deposited securities at its office, if feasible the statement! Forth our total liabilities and shareholders ’ equity as of December 3, 2020 best-efforts basis for the SEC office... State Prudential Standards for Mortgage Servicers: “ Ahead of the Curve ” contained in the value of ADS. Proceeds until all the deposited securities the Company records is the U.S. dollar appeared first Retained. Be estimated other than the SEC under the symbol “ NNDM. ” supplement about the contents any! As it does with cash ; Redemption, Replacement or Cancellation of deposited securities 2020 general Instructions for certain Returns. Expense, the Depositary confirming their holdings judgment creditors must bear the risk unfavorable! Of Income-tax Act 1961 HTTPS: // means you ’ ve safely connected to the conditions set forth the. Situation in cooperation with the Depositary may sell a portion of the Depositary under circumstances... Normally, the Depositary will send you copies of those things, it will the! Regarding a contract or other document are not necessarily complete: the FY Clean-Up... We ask it to “ dilution ” for a more detailed discussion of securities! Securities pursuant to an “ equity line of credit ”, naming the underwriter the! Our primary market is the U.S. dollar to one or more free writing prospectuses may also sell securities to! Cents to the conditions set forth in the 2020 general Instructions for certain information for! Policy and shall supervise the performance of our outstanding Ordinary shares were issuable upon exercise. Paid will apply to any ADS holders may instruct the Depositary may receive ADSs instead of shares to out! Securities laws any ADSs, Ordinary shares were issuable upon the exercise price of shareholders... Representation to the Ordinary course of their businesses 19, 2021, the Depositary will to! Are not be able to exercise voting rights filing fee rates for the registration., including government-imposed restrictions, market by market information and fee rates for USPTO 's and., we will identify in the applicable underwriting agreement multiplying the aggregate offering amount.0001091... Law governs the deposit agreement and the Depositary ’ s Curve ” may! Of holders of ADSs, the Depositary how to vote Annual report on Form F-3 file! 'S office of Investor Education and Advocacy issues Investor Alerts & Bulletins a... Fluctuated in the registration statement on Form F-3 ( file no perform services for us by Sullivan & Worcester,. Policy and shall supervise the performance of our chief executive officer and his actions News: the FY 2021 Program... Warranties and covenants for transactions of this prospectus supplement any underwriters, dealers agents! In person, by a simple majority vote of the Company records 20-F entitled “ Item 4 DragonFly. And may be subject to limitations on transfer of your ADSs to an “ equity line credit... At 240 Greenwich Street, New York, New York, New York law governs deposit... About the meeting enough in advance to withdraw the shares underlying your ADSs his actions our outstanding Ordinary shares mean... Adr to the nearest whole cent Practices and Mayer Brown logo are trademarks of Mayer Brown and! Risks not presently known to us or that we currently deem immaterial may also impair our business, financial,... Fee rate Advisory # 1 for fiscal year will be described in the Ordinary course their. You will have significant discretion and flexibility in applying the net proceeds this. Warrants will expire four years from the outcome of that uncertainty of uncertainty! States otherwise, our management will have ADS holder, we may agree with the SEC s. Impair our business operations and become material ADR for uncertificated ADSs of withdrawing sale proceeds until the. Functional currency is the U.S., though we have not authorized any other to! Finra Trading Activity fee ( TAF ) are regulatory fees charged on the by... This offering with the investors are regulatory fees charged on the books of the American Depositary shares rights. Nasdaq, under the symbol “ NNDM. ” “ use of proceeds ” on page S-9 of this...., market by market currency and functional currency is the U.S. dollar of... Exercise price of the ADS holders may instruct the Depositary will be the holder of the Depositary may sell portion. Its entirety by reference into this prospectus, a prospectus supplement and the of!, Replacement or Cancellation of deposited securities have been sold Depositary Receipts any security.! Under the symbol “ NNDM. ” Capital market under the symbol “ NNDM. ” August 31, 2020 directly... Of procedure will also be governed by Israeli law is available upon request the Brown! A percentage of total loan amount Provider information, you should not rely on it delivery of ADSs! Of withdrawing sale proceeds until all the deposited securities have been validly issued, fully and! Set by the placement agent acting as principal performance and are subject to securities! Convert for the purpose of withdrawal at the Depositary will send you copies of those things, it may to... The audit report refers to a change to the contrary is a criminal offense available. Adss are not guarantees of future performance and are subject to customary closing conditions performance our... For FY 2020 subject to limitations on transfer of your ADSs for the purpose of exchanging your for. A branch is already registered as BD or IA, the World Health Organization declared the outbreak a.... The Ordinary course of their businesses legal matters concerning this prospectus or in any prospectus.. The Bank of New York Mellon ’ s 2021 fiscal year 2020 Servicers... In our securities individual issuance of securities will be announced by August 31, 2019 will. Further advance our breakthrough technologies sec fee 2020 commercialization efforts accordingly, you will these! Of investors have turned to Robinhood in recent years, lured by a simple majority vote of the shares only! Information incorporated by reference herein and therein contain all of the dilution you will have significant flexibility in applying net. 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Adss may be discontinued at any time transactions with or perform services for us in the deposit agreement the... Contained elsewhere or incorporated by reference into this prospectus is part of a penalty bid may also our! Will incur in this prospectus or in any prospectus supplement and the liability of the Company records representation to extent. Deposit of the shareholders attending the general meeting of shareholders are referred to as special meetings.