SELLING SHAREHOLDER NOTICE AND QUESTIONNAIRE
The undersigned lender (the “
Lender”) understands that Atlantica Yield (the “
Company”) intends to file with the Securities and Exchange Commission (the “
SEC”) a registration statement (the “
Shelf Registration Statement”) for the registration and resale under Rule 415 under the Securities Act of 1933, as amended (the “
Securities Act”) of ordinary shares of the Company, $0.10 nominal value per share (the “
Ordinary Shares”) to be pledged to the lender (the “
Registrable Securities”) as security under a common terms agreement among you, Abengoa Concessions Investments Limited, Abengoa S.A. and other lenders (the “
Terms Agreement”).
In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling shareholder (a “
Selling Shareholder”) in the related prospectus, and deliver a prospectus to purchasers of Registrable Securities. You are encouraged to complete, execute and deliver this Selling Shareholder Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that you may be named as a Selling Shareholder in the related prospectus at the time of effectiveness. Any holder of Registrable Securities wishing to include its Registrable Securities must deliver to the Company a properly completed and signed Selling Shareholder Notice and Questionnaire.
Certain legal consequences arise from being named as a Selling Shareholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Shareholder in the Shelf Registration Statement and the related prospectus.
PLEASE COMPLETE, SIGN AND DATE THIS QUESTIONNAIRE AND RETURN A COMPLETED COPY AS SOON AS POSSIBLE TO LINKLATERS LLP, THE COMPANY’S OUTSIDE LEGAL COUNSEL, BY EMAIL TO
CATHERINE RUSS (
[email protected]) AND
ALEX WEAVER (
[email protected]).
If you have questions about the contents of the questionnaire please contact Catherine Russ at (212) 903-9426 or at the e-mail addresses above.
Notice
The undersigned Lender hereby gives notice to the Company of its intention to register for offer and sale, in the event of foreclosure on the Registrable Securities, the Registrable Securities pledged to it and listed below in Item 3(b) pursuant to the Shelf Registration Statement. The undersigned, by signing and returning this Selling Shareholder Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Selling Shareholder Notice and Questionnaire.
The undersigned agrees to indemnify and hold harmless the Company and each of its respective directors and officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the U.S. Securities Exchange Act of 1934, as amended (the “
Exchange Act”), from and against any losses arising in connection with statements concerning the undersigned that were furnished in writing by or on behalf the undersigned expressly for inclusion in the Shelf Registration Statement or the related prospectus and are included in the Shelf Registration Statement in reliance upon the information provided in this Selling Shareholder Notice and Questionnaire.
The undersigned Lender hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:
QUESTIONNAIRE
1 Full Legal Name of Lender:
2 Address for Notices to Lender:
Mailing:
Telephone:
Fax:
Email address:
Contact Person:
3 Claim over Registrable Securities:
Except as set forth below in this Item (3), the undersigned Lender does not have any present or contingent claim over any Registrable Securities. In order to calculate the number of Registrable Securities to which you are entitled in the event of foreclosure, please provide the amount of principal committed by the undersigned under the Terms Agreement:
Unless instructed otherwise, we will include in the Shelf Registration Statement the full amount of Registrable Securities to which the undersigned would be entitled in the event of a foreclosure.
4 Beneficial ownership of or claim over other Atlantica Yield plc securities owned by the Lender:
Except as set forth herein in this Item (4), the undersigned is not the beneficial or registered owner of, nor a claimant of any contingent right over, any securities of Atlantica Yield plc other than the Registrable Securities listed above in Item (3).
(a) Type and amount of other securities of Atlantica Yield plc beneficially owned by Lender (if any):
(b) Type and amount of other securities of Atlantica Yield plc pledged to Lender (if any):
5 Relationship with Atlantica Yield plc:
(a) Have you or any of your affiliates, officers, directors or principal equity holders (owners of 5 per cent or more of the equity securities of the Lender) held any position or office or have you had any other material relationship with the Company (or its predecessors or affiliates) within the past three years?
o Yes.
o No.
(b) If so, please state the nature and duration of your relationship with the Company:
6 Broker-Dealer:
(a) Broker‑Dealer Status
Is the Lender a broker‑dealer registered pursuant to Section 15 of the Exchange Act?
o Yes.
o No.
Note that we will be required to identify any registered broker‑dealer as an underwriter in the prospectus. If so, please answer the remaining questions in this section.
If the Lender is a registered broker‑dealer, please indicate whether the Lender acquired its Registrable Securities for investment or as transaction‑based compensation for investment banking or similar services.
If the Lender is a registered broker‑dealer and received its Registrable Securities other than as transaction‑based compensation, the Company is required to identify you as an underwriter in the Shelf Registration Statement and related Prospectus.
(b) Affiliation with Broker‑Dealers:
Is the Lender an affiliate of a registered broker‑dealer? For purposes of this Item 5(b), an “
affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified.
o Yes.
o No.
If so, please answer the remaining questions in this section.
(i) Please describe the affiliation between the Lender and any registered broker‑dealers:
(ii) If the Lender obtained its claim over the Registrable Securities other than pursuant to the Terms Agreement or in the normal course of business, please describe the circumstances:
(iii) If the Lender has any agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities, please describe such agreements or understandings:
Note that if the Lender is an affiliate of a broker‑ dealer and did not purchase its Registrable Securities in the ordinary course of business or at the time of the purchase had any agreements or understandings, directly or indirectly, to distribute the securities, we must identify the Lender as an underwriter in the prospectus.
7 Nature of beneficial holding in the event of a foreclosure. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that would exercise sole or shared voting or dispositive power over the Registrable Securities in the event of a foreclosure, whereupon the Lenders would become the beneficial holders thereof.
(a) Is the Lender a natural person?
o Yes.
o No.
(b) Is the Lender required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10‑K, 10‑Q, 8‑K) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act?
o Yes.
o No.
(c) State whether the Lender is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended:
o Yes.
o No.
If a subsidiary, please identify the publicly held parent entity:
If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Lender (the “
Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that would exercise sole or shared voting or dispositive power over the Registrable Securities:
***PLEASE NOTE THAT THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS***
If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Selling Shareholder Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.
8 Plan of Distribution:
The ordinary shares may from time to time be offered for sale either directly by the selling shareholder or by its partners, pledgees, donees, transferees or other successors in interest, or through underwriters, dealers or agents or on any exchange on which the ordinary shares may from time to time be traded, in the over-the-counter market, in independently negotiated transactions or otherwise, at fixed prices, at market prices prevailing at the time of sale or at prices otherwise negotiated. In the event of a foreclosure, the methods by which the ordinary shares may be sold include: (i) ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; (ii) block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (iii) purchases by a broker-dealer as principal and resale by the broker-dealer for its account; (iv) an exchange distribution in accordance with the rules of the applicable exchange; (v) privately negotiated transactions; (vi) settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; (vii) through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; (viii) a combination of any such methods of sale; and (ix) any other method permitted pursuant to applicable law.
State any exceptions here:
Note: In no event may such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of Atlantica Yield plc.
The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.
The undersigned agrees to provide any additional information the Company may reasonably request and to promptly notify the Company of any inaccuracies or changes in the information provided that may occur at any time while the Shelf Registration Statement remains effective. All notices hereunder shall be made in writing by hand‑delivery, first‑class mail, or air courier guaranteeing overnight delivery as follows:
To the Company:
Atlantica Yield plc
Great West House
GW1, 17th Floor
Great West Road
Brentford TW8 9DF
United Kingdom
In the event any Lender transfers all or any portion of the Registrable Securities referenced in Item 3 above after the date on which such information is provided to the Company, the Lender will notify the transferee(s) at the time of transfer of its rights and obligations under this Selling Shareholder Notice and Questionnaire.
By signing this Selling Shareholder Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (8) above and the inclusion of such information in the Shelf Registration Statement, the related prospectus and any state securities or Blue Sky applications. The undersigned understands that such information will be relied upon by the Company without independent investigation or inquiry in connection with the preparation or amendment of the Shelf Registration Statement, the related prospectus and any state securities or Blue Sky applications.
Once this Selling Shareholder Notice and Questionnaire is executed by the Lender and received by the Company, the terms of this Selling Shareholder Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall inure to the benefit of, and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Lender with respect to the Registrable Securities pledged to such Lender and listed in Item (3) above.
This Selling Shareholder Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of laws provisions thereof.
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its authorized agent.
Dated: ___________________
Name of Lender
Signature
Name of Signatory
Title of Signature (if applicable)
Immagino Bisogni votare come la volta scorsa, tutti no, tranne per la 7a.
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