PROPOSAL 5: BOARD AUTHORITY TO
OPT-OUT
OF
PRE-EMPTION
RIGHTS
Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash
to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a
pro-rata
basis (commonly referred to as the
pre-emption
right). Because our current authority will expire on August 7, 2019, we are presenting this Proposal 5 to renew the Boards authority to
opt-out
of the
pre-emption
right on the terms set forth below.
We understand that it is customary practice in Ireland to seek shareholder
authority to
opt-out
of the
pre-emption
rights provision in the event of (1) the issuance of shares for cash in connection with any rights issue and (2) the
issuance of shares for cash, if the issuance is limited to up to 5% of a companys issued ordinary share capital. It is also customary practice for such authority to be limited to a period of 12 to 18 months. Therefore, in accordance with
customary practice in Ireland, we are seeking this authority for a period expiring 18 months from the passing of this resolution, unless otherwise varied, renewed or revoked. Notwithstanding the foregoing, we expect to propose renewal of this
authorization on a regular basis at our annual general meetings in subsequent years.
Granting the Board this authority is a routine matter for public companies
incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 4, this authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and
otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares in the manner already permitted under our Articles of
Association upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could
cause delays in the completion of acquisitions and capital raising for our business. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we
compete. Accordingly, approval of this resolution would merely place us on par with other NYSE-listed companies.
As required under Irish law, the resolution in
respect of Proposal 5 is a special resolution that requires the affirmative vote of at least 75% of the votes cast. In addition, under Irish law, the Board may only be authorized to
opt-out
of
pre-emption
rights if it is authorized to issue shares, which authority is being sought in Proposal 4.
THE TEXT OF THE RESOLUTION IN RESPECT OF
PROPOSAL 5 IS AS FOLLOWS:
As a special resolution, that, subject to the passing of the resolution in respect of Proposal 4 as
set out above and with effect from the passing of this resolution, the directors be and are hereby empowered pursuant to section 1023 of the Companies Act 2014 to allot equity securities (as defined in section 1023 of that Act) for cash, pursuant to
the authority conferred by Proposal 4 as if
sub-section
(1) of section 1022 did not apply to any such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights to subscribe for,
or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions
or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or
any stock exchange in, any territory, or otherwise); and
(b) the allotment (other than pursuant to
sub-paragraph
(a) above) of equity securities up to an aggregate nominal value of $3,583.87 (33,311,594 shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary
share capital of the Company as of December 3, 2018 (the latest practicable date before this proxy statement)),
and the authority conferred by this resolution
shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities
to be allotted after this authority has expired, and in that case, the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
The Board recommends that you vote FOR granting the Board authority to opt-out of pre-emption rights under Proposal 5.