Vantage Towers AG

Total Page:16

File Type:pdf, Size:1020Kb

Vantage Towers AG Prospectus dated March 8, 2021 Prospectus for the public offering in the Federal Republic of Germany of 88,888,889 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder, of 22,222,222 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder, with the number of shares to be actually placed with investors subject to the exercise of an Upsize Option upon the decision of the Existing Shareholder, in agreement with the Joint Global Coordinators, on the date of pricing, and of 13,333,333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder in connection with a possible over-allotment, and at the same time for the admission to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub- segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) of 505,782,265 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) (existing share capital), each such share with a notional value of EUR 1.00 in the Company’s share capital and full dividend rights as of April 1, 2020 of Vantage Towers AG Düsseldorf, Germany Price Range: EUR 22.50 – EUR 29.00 International Securities Identification Number (ISIN): DE000A3H3LL2 German Securities Code (Wertpapierkennnummer, WKN): A3H 3LL Common Code: 230832161 Ticker Symbol: VTWR Joint Global Coordinators BofA Securities Morgan Stanley UBS Joint Bookrunners Barclays Berenberg BNP PARIBAS Deutsche Bank Goldman Sachs Jefferies TABLE OF CONTENTS Page I. SUMMARY OF THE PROSPECTUS . S-1 II. ZUSAMMENFASSUNG DES PROSPEKTS . S-8 1 RISK FACTORS . 1 1.1 Risks Related to the Group’s Business and Industry . 1 1.2 Legal, Regulatory and Tax Risks . 13 1.3 Risks Related to the Group’s Separation from Vodafone . 16 1.4 Risks Related to the Shares and the Listing . 20 2 GENERAL INFORMATION . 23 2.1 Responsibility for the Contents of this Prospectus . 23 2.2 Purpose of this Prospectus . 24 2.3 Validity of this Prospectus . 24 2.4 Forward-Looking Statements . 24 2.5 Presentation of Financial Information . 25 2.6 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basis . 30 2.7 INWIT Public Disclosure . 32 2.8 Cornerstone Financial Information . 32 2.9 Negative Numbers and Rounding . 32 2.10 Note on Currency . 32 2.11 Sources of Market Data . 33 2.12 Documents Available for Inspection . 34 2.13 Time Specifications . 35 2.14 Enforcement of Civil Liabilities . 35 3 REORGANIZATION . 36 3.1 German Reorganization . 38 3.2 The Acquisition of the Towers Business (Other than the German Towers Business) by the Company from VEBV . 39 3.3 Change of the Legal Form of the Company . 42 3.4 Acquisition of the Remaining 38% of Vantage Towers Greece by CTHC . 42 4 THE OFFERING . 43 4.1 Subject Matter of the Offering . 43 4.2 Price Range, Offer Period, Offer Price and Allotment and Payment . 44 4.3 Expected Timetable for the Offering . 45 4.4 Information on the Shares . 46 4.5 Identification of Target Market . 47 4.6 Transferability of Shares and Lock-Up . 47 4.7 Existing Shareholder . 48 4.8 Allotment Criteria . 48 4.9 Cornerstone Investment . 48 4.10 Irrevocable Investment . 48 4.11 Stabilization Measures, Over-Allotments and Greenshoe Option . 48 4.12 Lock-Up Agreement and Limitations on Disposal . 49 4.13 Admission to the Frankfurt Stock Exchange and Commencement of Trading . 50 4.14 Designated Sponsors . 50 4.15 Interests of Parties Participating in the Offering . 51 5 PROCEEDS OF THE OFFERING AND COSTS OF THE OFFERING AND LISTING 52 6 REASONS FOR THE OFFERING AND LISTING AND USE OF PROCEEDS . 53 7 DILUTION . 54 8 DIVIDEND POLICY . 55 8.1 General Provisions Relating to Profit Allocation and Dividend Payments . 55 8.2 Dividend Policy . 56 9 CAPITALIZATION, INDEBTEDNESS AND STATEMENT ON WORKING CAPITAL 57 9.1 Capitalization . 57 9.2 Indebtedness . 58 9.3 Indirect and Contingent Indebtedness . 58 9.4 Statement on Working Capital . 58 i Page 9.5 No Significant Change . 58 10 UNAUDITED PRO FORMA FINANCIAL INFORMATION . 60 10.1 Introduction . 60 10.2 Historical Financial Information Included in the Unaudited Pro Forma Financial Information . 61 10.3 Basis of Preparation . 62 10.4 Pro Forma Assumptions . 63 10.5 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended March 31, 2020 . 66 10.6 Pro Forma Consolidated Income Statement of the Group for the Nine Months Ended December 31, 2020 . 73 10.7 Pro Forma Consolidated Statement of Financial Position of the Group as of December 31, 2020 . 82 10.8 Examination Report . 83 11 NON-IFRS MEASURES ON A COMBINED BASIS . 85 11.1 Summary . 85 11.2 Reconciliation of Non-IFRS Measures . 86 11.3 Segmental Non-IFRS Measures on a Combined Basis . 88 11.4 Reconciliations of Segmental Non-IFRS Measures on a Combined Basis . 89 12 ALTERNATIVE PERFORMANCE MEASURES ON A PRO FORMA BASIS . 92 12.1 Summary . 92 12.2 Reconciliation of Alternative Performance Measures on a Pro Forma Basis . 93 12.3 Segmental Alternative Performance Measures on a Pro Forma Basis . 96 12.4 Reconciliations of Segmental Alternative Performance Measures on a Pro Forma Basis 97 12.5 Consolidated Income Statements of the Group on a Pro Forma Basis by Segment . 99 12.6 Revenue Breakdown by Customer for the Twelve Months ended March 31, 2020 on a Pro Forma Basis . 104 13 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . 105 13.1 Overview . 105 13.2 Overview of the Group’s Combined Financial Performance . 105 13.3 The Vantage Towers Condensed Combined Interim Financial Statements . 106 13.4 Segment Reporting . 108 13.5 The Vantage Towers Business Model . ..
Recommended publications
  • Subnational Debt of China: the Politics-Finance Nexus*
    Subnational Debt of China: The Politics-Finance Nexus* HAOYU GAO, HONG RU and DRAGON YONGJUN TANG September 12, 2017 Abstract Using comprehensive proprietary loan-level data, we analyze the borrowing and defaults of local governments in China. Contrary to conventional wisdom, policy bank loans to local governments have significantly lower default rates than commercial bank loans with similar characteristics. Policy bank loans are relatively more important for local politician’s career advancement. Distressed local governments often strategically choose to default on loans from commercial banks. This selection is more pronounced after the abrupt ending of the “four trillion” stimulus when China started tightening local government borrowing. Our findings shed light on potential approach to hardening budget constraint for local government. JEL Codes: G21, G32, H74 * Haoyu Gao, Central University of Finance and Economics, 39 South College Road, Haidian Dist., Beijing 100081, China; [email protected]. Hong Ru, Nanyang Technological University, 50 Nanyang Avenue, Singapore, 639798; [email protected]. Dragon Yongjun Tang, University of Hong Kong, Pokfulam Road, Hong Kong; [email protected]. We thank Warren Bailey, Patrick Bolton, Anna Cieslak, Jinquan Duan, Di Gong, Brett Green, Zhiguo He, Harrison Hong, Sheng Huang, Liangliang Jiang, Bo Li, Hao Liang, Jose Liberti, Ruichang Lu, Wenlan Qian, Jay Ritter, Jose Scheinkman, Victor Shih, Michael Song, Mark Spiegel, Chenggang Xu, Xiaoyun Yu, Weina Zhang, Li-An Zhou, Hao Zhou, staff at China Development
    [Show full text]
  • Are Accruals During Initial Public Offerings Opportunistic?
    Review of Accounting Studies, 3, 175–208 (1998) c 1998 Kluwer Academic Publishers, Boston. Manufactured in The Netherlands. Are Accruals during Initial Public Offerings Opportunistic? SIEW HONG TEOH [email protected] University of Michigan Business School, Ann Arbor, MI 48109-1234 T. J. WONG Hong Kong University of Science and Technology GITA R. RAO Colonial Management Associates Abstract. We find evidence that initial public offering (IPO) firms, on average, have high positive issue-year earnings and abnormal accruals, followed by poor long-run earnings and negative abnormal accruals. The IPO- year abnormal, and not expected, accruals explain the cross-sectional variation in post-issue earnings and stock returns. The results are robust with respect to alternative abnormal accruals and earnings performance measures. IPO firms adopt more income-increasing depreciation policies when they deviate from similar prior performance same industry non-issuers, and they provide significantly less for uncollectible accounts receivable than their matched non-issuers. The results taken together suggest opportunistic earnings management partially explains the new issues anomaly. Accrual accounting provides managers with discretion in the reporting of earnings. This allows financial reports to reflect managerial information about underlying economic con- ditions more accurately than is possible with a strictly mechanical reporting rule. However, if in some circumstances managers wish to mislead investors, discretion provides greater scope for obscuring true underlying firm performance. The incentives to manage earnings may be especially strong when the firm is planning to sell shares to the market, as in an initial public offering (IPO). IPOs are a major corporate event as evidenced by the size of the IPO market.
    [Show full text]
  • Convertible Financing Bonds As Backdoor Equity
    Journal of Financial Economics 32 (1992) 3-21. North-Holland Convertible bonds as backdoor equity financing Jeremy C. Stein* Massachusetts Insrirure of Technology. Cambridge, .MA 021.59. LISA Received September 1991, final version received March 1992 This paper argues that corporations may use convertible bonds as an indirect way to get equity into their capital structures when adverse-selection problems make a conventional stock issue unattrac- tive. Unlike other theories of convertible bond issuance. the model here highlights: 1) the importance of call provisions on convertibles and 2) the significance of costs of financial distress to the information content of a convertible issue. 1. Introduction Convertible bonds are an important source of financing for many corpora- tions. According to data presented in Essig (1991), more than 10% of all COMPUSTAT companies had ratios of convertible debt to total debt exceeding 33% during the period 1963-1984. A good deal of research effort has been devoted to developing pricing models for convertibles,’ as well as to the issues surrounding corporations’ policies for calling them.2 Somewhat less work has addressed the fundamental question of why companies issue convertibles in the first place. This paper develops a rationale for the use of convertible debt. I argue that companies may use convertible bonds to get equity into their capital structures Correspondence to: Jeremy C. Stein, Sloan School of Management, Massachusetts Institute of Technology, 50 Memorial Drive, Cambridge, MA 02139. USA. *This research is supported by a Batterymarch Fellowship and by the International Financial Services Research Center at MIT. I thank Paul Asquith, Kenneth Froot, Steven Kaplan, Wayne Mikkelson (the referee).
    [Show full text]
  • Discussion of Theoretical-Practical Aspects of Squeeze Out
    Littera Scripta, 2019, Volume 12, Issue 1 Discussion of theoretical-practical aspects of squeeze out Iveta Sedlakova, Katarina Kramarova, Ladislav Vagner University of Zilina, The Faculty of Operation and Economics of Transport and Communications, Univerzitna 1, Zilina 010 01, Slovak Republic Abstract The presented article has mainly a nature of theoretical discussion on the issue of squeeze out. The squeeze out entitles a majority shareholder to exercise his rights to buy out remaining shares of an offeree company. It a specific transaction mechanism with an impact on shareholders, offeree company, procedural regulation of the transfer of ownership rights arising from shares, methodological aspects of determining a squeeze out price of shares of minority shareholders, efficiency of capital markets etc. In case of Slovakia, the squeeze out has been used for more than one decade, however the number of such kind transactions is low. The main objective of the article is to point on specifics of that transaction and methodological aspects of determination of a general value of shares as a criterion of a fair price relying on basic attributes of procedural regulation of squeeze out in Slovakia, synthesis of knowledge from empirical studies, existing legal and financial theory as well practical experience one of the authors. Keywords: consideration, fair price, general value, share, squeeze out Introduction Determining the value of a company (business valuation), parts of a company, its assets or other property is not a new instrument from the view of the Slovak (or Czechoslovak) economy. Its existence was already evident at a time when our economy had the feature of central planned economy.
    [Show full text]
  • Initial Public Offerings
    November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations
    [Show full text]
  • How to Calculate Goodwill – and Why It Exists
    How to Calculate Goodwill – and Why It Exists Would You Like a Write-Up with Your Plug? This Video: We Haven’t Covered This Before?!! I was looking at this channel the other day and realized that we had videos on Negative Goodwill and Purchase Price Allocation for Noncontrolling Interests… But nothing on a far more basic topic: how to calculate Goodwill in the first place! This Video: We Haven’t Covered This Before?!! Also, we get a surprising number of questions about this topic, even though there’s detailed coverage of it in our guides and courses… and lots of articles online! So, here goes, starting with why Goodwill exists and a simple example: Why Goodwill Exists • SHORT ANSWER: Goodwill is an accounting construct that exists because in M&A deals, Buyers almost always pay more than what Sellers’ Balance Sheets are worth (i.e., Assets – Liabilities) • The Buyer “gets” all the Seller’s Assets and Liabilities, so that makes its Balance Sheet go out of balance when a deal closes • We create Goodwill to fix this imbalance and ensure that Assets = Liabilities + Equity on the Combined Balance Sheet • Basic Calculation: Goodwill = Equity Purchase Price – Seller’s Common Shareholders’ Equity + Seller’s Existing Goodwill +/- Other Adjustments to Seller’s Balance Sheet Why Goodwill Exists – Simple Example • EX: Buyer pays $1000 in Cash for the Seller, and the Seller has $1500 in Assets, $600 in Liabilities, and Common Equity of $900 • Next: Seller’s Common Equity is written down in the deal, and the Buyer’s Assets go down by $1000, then up
    [Show full text]
  • Termination Rates at European Level January 2021
    BoR (21) 71 Termination rates at European level January 2021 10 June 2021 BoR (21) 71 Table of contents 1. Executive Summary ........................................................................................................ 2 2. Fixed networks – voice interconnection ..................................................................... 6 2.1. Assumptions made for the benchmarking ................................................................ 6 2.2. FTR benchmark .......................................................................................................... 6 2.3. Short term evolution of fixed incumbents’ FTRs (from July 2020 to January 2021) ................................................................................................................................... 9 2.4. FTR regulatory model implemented and symmetry overview ............................... 12 2.5. Number of lines and market shares ........................................................................ 13 3. Mobile networks – voice interconnection ................................................................. 14 3.1. Assumptions made for the benchmarking .............................................................. 14 3.2. Average MTR per country: rates per voice minute (as of January 2021) ............ 15 3.3. Average MTR per operator ...................................................................................... 18 3.4. Average MTR: Time series of simple average and weighted average at European level .................................................................................................................
    [Show full text]
  • Capital Markets
    U.S. DEPARTMENT OF THE TREASURY A Financial System That Creates Economic Opportunities Capital Markets OCTOBER 2017 U.S. DEPARTMENT OF THE TREASURY A Financial System That Creates Economic Opportunities Capital Markets Report to President Donald J. Trump Executive Order 13772 on Core Principles for Regulating the United States Financial System Steven T. Mnuchin Secretary Craig S. Phillips Counselor to the Secretary Staff Acknowledgments Secretary Mnuchin and Counselor Phillips would like to thank Treasury staff members for their contributions to this report. The staff’s work on the report was led by Brian Smith and Amyn Moolji, and included contributions from Chloe Cabot, John Dolan, Rebekah Goshorn, Alexander Jackson, W. Moses Kim, John McGrail, Mark Nelson, Peter Nickoloff, Bill Pelton, Fred Pietrangeli, Frank Ragusa, Jessica Renier, Lori Santamorena, Christopher Siderys, James Sonne, Nicholas Steele, Mark Uyeda, and Darren Vieira. iii A Financial System That Creates Economic Opportunities • Capital Markets Table of Contents Executive Summary 1 Introduction 3 Scope of This Report 3 Review of the Process for This Report 4 The U.S. Capital Markets 4 Summary of Issues and Recommendations 6 Capital Markets Overview 11 Introduction 13 Key Asset Classes 13 Key Regulators 18 Access to Capital 19 Overview and Regulatory Landscape 21 Issues and Recommendations 25 Equity Market Structure 47 Overview and Regulatory Landscape 49 Issues and Recommendations 59 The Treasury Market 69 Overview and Regulatory Landscape 71 Issues and Recommendations 79
    [Show full text]
  • PPD Initial Public Offering
    OUTSOURCED PHARMACEUTICAL SERVICES SECTOR CASE STUDY PPD Initial Public Offering M&A Advisory | Growth Capital | Recapitalizations | Board Advisory | Strategic Evaluations May 2020 www.delanceystreetpartners.com 300 Barr Harbor Drive | Suite 420 | West Conshohocken | PA | 19428 PPD INITIAL PUBLIC OFFERING Transaction Overview PPD (NASDAQ: PPD) Stock Price Performance $34.00 On February 5, 2020, Pharmaceutical Product $33.00 2/11/20 Closing Price: $32.87 Development (PPD) announced it raised $1.86 billion in its $32.00 initial public offering (IPO) $31.00 The company announced it priced 60 million primary shares of its common stock at the top end of its targeted range or $27.00 per share $30.00 2/6/20 Opening Price: $30.99 ‒ The underwriters simultaneously exercised the greenshoe option, $29.00 offering an additional 9 million primary shares of PPD’s common stock $28.00 at the IPO price, resulting in total IPO shares and gross proceeds of 69 million and $1.86 billion, respectively $27.00 3/6/20 Closing Price: $28.60 ‒ Implied Enterprise Value of $13.1 billion $26.00 ‒ Implied Enterprise Value / LTM Adjusted EBITDA multiple of 16.9x $25.00 PPD used the net proceeds from the offering to redeem a portion of its 5-Mar 1-Mar 2-Mar 3-Mar 4-Mar 6-Mar 7-Feb 8-Feb 9-Feb senior notes that were due to retire in 2022 and will use any remaining 6-Feb 11-Feb 10-Feb 12-Feb 13-Feb 14-Feb 15-Feb 16-Feb 17-Feb 18-Feb 19-Feb 20-Feb 21-Feb 22-Feb 23-Feb 24-Feb 25-Feb 26-Feb 27-Feb 28-Feb 29-Feb proceeds for general corporate purposes On February 6th, shares
    [Show full text]
  • Financing Options in the Oil and Gas Industry, Practical Law UK Practice Note
    Financing options in the oil and gas industry, Practical Law UK Practice Note... Financing options in the oil and gas industry by Suzanne Szczetnikowicz and John Dewar, Milbank, Tweed, Hadley & McCloy LLP and Practical Law Finance. Practice notes | Maintained | United Kingdom Scope of this note Industry overview Upstream What is an upstream oil and gas project? Typical equity structure Relationship with the state Key commercial contracts in an upstream project Specific risks in financing an upstream project Sources of financing in the upstream sector Midstream, downstream and integrated projects Typical equity structures What is a midstream oil and gas project? Specific risks in financing a midstream project What is a downstream oil and gas project? Specific risks in financing a downstream project Integrated projects Sources of financing in midstream, downstream and integrated projects Multi-sourced project finance Shareholder funding Equity bridge financing Additional sources of financing Other financing considerations for the oil and gas sectors Expansion financings Hedging Refinancing Current market trends A note on the structures and financing options and risks typically associated with the oil and gas industry. © 2018 Thomson Reuters. All rights reserved. 1 Financing options in the oil and gas industry, Practical Law UK Practice Note... Scope of this note This note considers the structures, financing options and risks typically associated with the oil and gas industry. It is written from the perspective of a lawyer seeking to structure a project that is capable of being financed and also addresses the aspects of funding various components of the industry from exploration and extraction to refining, processing, storage and transportation.
    [Show full text]
  • CETIN Investor Presentation
    Company Overview April 2018 DISCLAIMER This document and its contents are confidential and may not be reproduced, redistributed, published or passed on to any other person, directly or indirectly, in whole or in part, for any purpose. If this presentation has been received in error it must be returned immediately to Česká telekomunikační infrastruktura a.s. (the “Company"). This document and any question and answer session that follows the oral presentation do not contain all of the information that is material to an investor. By attending the meeting where this presentation is made, or by receiving and using this presentation and/or accepting a copy of this document, you agree to be bound by the following limitations and conditions and, in particular, will be taken to have represented, warranted and undertaken that you have read and agree to comply with the contents of this disclaimer including, without limitation, the obligation to keep this document and its contents confidential. This presentation is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in, any locality, state, country or other jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. THIS PRESENTATION IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES. This presentation and the information contained herein are not an offer of securities for sale in the United States. The Company’s securities and any guarantee thereof may not be offered or sold in the United States absent registration or an exemption from registration under the U.S.
    [Show full text]
  • Proposed Shareholder Loan Conversion & Proposed
    PROPOSED SHAREHOLDER LOAN CONVERSION & PROPOSED CONVERSION SHARE ISSUANCE 23 February 2021 1 Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. Unless otherwise defined, capitalised terms used in this presentation shall have the same meaning ascribed to it in the announcement dated 23 February 2021 (the “Announcement”) made by OUE Lippo Healthcare Limited (“OUELH” or the “Company” and together with its subsidiaries, the “Group”) in relation to the Proposed Shareholder Loan Conversion and the Proposed Conversion Share Issuance (the “Proposed Transactions”). This presentation is qualified in its entirety by, and should be read in conjunction with, the full text of the Announcement. This presentation is for information purposes only and is not intended to form the basis of any contract. By accessing this presentation, you agree that you will not rely on any representation or warranty implied herein or the information contained herein in any action or decision you may take or make. Nothing in this presentation constitutes or forms part of any offer to sell or solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including in the United States or elsewhere. This presentation may contain forward-looking statements that involve risks, uncertainties and assumptions. All statements regarding future financial position, operating results, business strategies, plans and future prospects of the Company are forward-looking statements. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions.
    [Show full text]