SPI Energy Co., Ltd. Announces Amendment of Its Deposit Agreement
September 13 2017 - 8:00AM
SPI Energy Co., Ltd. (“SPI Energy” or the “Company”) (NASDAQ:SPI),
a global clean energy market place for business, residential,
government and utility customers and investors, today announces
that it entered into an amendment (the “Amendment”) with The Bank
of New York Mellon, as depositary (the “Depositary”) of the
Company’s American Depositary Shares (ADSs), to amend the Deposit
Agreement dated as of November 5, 2015 (the “Deposit Agreement”)
among the Company, the Depositary, and all owners (“Owners”) from
time to time of ADSs issued thereunder.
The Amendment provides that upon the termination of the Deposit
Agreement all outstanding ADSs shall be exchanged on a mandatory
basis for ordinary shares of the Company (“Ordinary Shares”). The
intended amended provision of the Deposit Agreement is set forth in
Exhibit A hereto. The Amendment will become effective on September
18, 2017.
About SPI Energy Co., Ltd.
SPI Energy Co., Ltd. is a global provider of
photovoltaic (PV) solutions for business, residential, government
and utility customers and investors. SPI Energy focuses on the
EPC/BT, storage and O2O PV market including the development,
financing, installation, operation and sale of utility-scale and
residential PV projects in China, Japan, Europe and North America.
The Company operates an online energy e-commerce and investment
platform in China, as well as B2B e-commerce platform offering a
range of PV and storage products in Australia. The Company has its
operating headquarters in Hong Kong and maintains global operations
in Asia, Europe, North America and Australia, please
visit: www.spisolar.com
Exhibit A:
Section 6.2 of the Deposit Agreement is amended to read as
follows:
(a) The Company may, at any time, initiate
termination of this Deposit Agreement by notice to the
Depositary. The Depositary may initiate termination of this
Deposit Agreement if (i) at any time 60 days shall have expired
after the Depositary delivered to the Company a written resignation
notice and a successor depositary has not been appointed and
accepted its appointment as provided in Section 5.4, (ii) an
Insolvency Event or Delisting Event occurs with respect to the
Company or (iii) a Termination Option Event has occurred or will
occur. If termination of this Deposit Agreement is initiated,
the Depositary shall Disseminate a notice of termination to the
Owners of all American Depositary Shares then outstanding setting a
date for termination (the “Termination Date”), which shall be at
least 30 days after the date of that notice, and this Deposit
Agreement shall terminate on that Termination Date.
(b) After the Termination Date, the Company
shall be discharged from all obligations under this Deposit
Agreement except for its obligations to the Depositary under
Sections 5.8 and 5.9.
(c) On the termination date or as soon
thereafter as practicable, all Owners shall surrender their
American Depositary Share for delivery of Shares as a mandatory
exchange. The Company shall appoint an exchange agent to
facilitate that exchange. In that mandatory exchange, Owners
will not be required to pay a fee to the Depositary for the
surrender of their American Depositary Shares.
(d) After the Termination Date, the Depositary shall continue to
receive dividends and other distributions pertaining to Deposited
Securities (that have not been sold), may sell rights and other
property as provided in this Deposit Agreement and shall deliver
Deposited Securities (or sale proceeds) upon surrender of American
Depositary Shares (after payment or upon deduction, in each case,
of the fee of the Depositary for the surrender of American
Depositary Shares, any expenses for the account of the Owner of
those American Depositary Shares in accordance with the terms and
conditions of this Deposit Agreement and any applicable taxes or
governmental charges). After the Termination Date, the
Depositary shall not accept deposits of Shares or deliver American
Depositary Shares. After the Termination Date, the Depositary
may discontinue the registration of transfers of American
Depositary Shares and suspend the distribution of dividends and
other distributions on Deposited Securities to the Owners and need
not give any further notices or perform any further acts under this
Deposit Agreement except as provided in this Section.
For investors and media inquiries please contact:
SPI Energy Co., Ltd.
IR Department
Email: ir@spisolar.com
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