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Bullboard - Stock Discussion Forum Frontera Energy Corp T.FEC

Alternate Symbol(s):  FECCF

Frontera Energy Corporation is a Canada-based oil and gas company. The Company is involved in the exploration, development, production, transportation, storage, and sale of oil and natural gas in South America, including related investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets with interests in 27 exploration and production blocks in... see more

TSX:FEC - Post Discussion

Frontera Energy Corp > Here is the Simple Form to complete to tender your shares
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Post by kcac1 on Sep 12, 2024 6:46pm

Here is the Simple Form to complete to tender your shares

The Instructions accompanying the Letter of Transmittal should be read carefully before completing this Letter of Transmittal. Please contact the Depositary or the Dealer Manager or your investment dealer, stock broker, bank, trust company or other financial advisor if you have any questions or require assistance in completing this Letter of Transmittal.

Offer to purchase for cash up to C$40,500,000 in value of common shares of Frontera Energy Corporation at a purchase price of C$12.00 per common share LETTER OF TRANSMITTAL To be used to Deposit Common Shares of Frontera Energy Corporation Pursuant to the Offer (as defined herein)

Dated September 11, 2024 THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (EASTERN TIME) ON OCTOBER 17, 2024 UNLESS THE OFFER IS WITHDRAWN, EXTENDED OR VARIED BY THE COMPANY (THE “EXPIRATION DATE”) The Depositary is: COMPUTERSHARE INVESTOR SERVICES INC. Telephone: 1 (514) 982-7555 Toll Free: 1 (800) 564-6253 Email: corporateactions@computershare.com By Mail Computershare Investor Services Inc. P.O. Box 7021 31 Adelaide Street East Toronto, ON M5C 3H2 Attention: Corporate Actions By Hand, Registered Mail or by Courier: Computershare Investor Services Inc. 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1 Attention: Corporate Actions

This Letter of Transmittal is to be used only if certificates for Shares (as defined below) are to be forwarded with it pursuant to Section 5 of the Offer (as defined below), “Procedure for Depositing Shares”, if Shares are held through the DRS (as defined below) held by the Company’s transfer agent. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany the certificates for the common shares (the “Shares”) in the capital of Frontera Energy Corporation (the “Company”) deposited pursuant to the offer to purchase dated September 11, 2024 (together with any amendments, supplements or variations thereto, the “Offer”) and must be delivered or sent to and received by Computershare Investor Services Inc. (the “Depositary”) at one of the addresses set forth above on or prior to the Expiration Date.

PLEASE NOTE HOWEVER, THAT IF YOU HOLD YOUR SHARES (UNCERTIFICATED) THROUGH THE DIRECT REGISTRATION SYSTEM (“DRS”), YOU ARE ONLY REQUIRED TO COMPLETE THIS LETTER OF TRANSMITTAL AND HAVE IT DELIVERED TO THE DEPOSITARY.

- 2 - The terms and conditions of the Offer are incorporated by reference in this Letter of Transmittal. Capitalized terms used and not defined in this Letter of Transmittal have the meanings ascribed to them in the Offer that accompanies this Letter of Transmittal and the accompanying issuer bid circular (the “Circular”). In the case of any inconsistency between the terms of this Letter of Transmittal and the Offer, the terms of the Offer shall prevail. Holders of Shares (“Shareholders”) should carefully consider the income tax consequences of having Shares being purchased under the Offer. See Section 16 of the Circular, “Income Tax Considerations”. Please also read carefully the instructions set forth below before completing this Letter of Transmittal. All references to “$” and “dollars” in this Letter of Transmittal mean Canadian dollars and all references to “U.S. dollars” in this Letter of Transmittal mean United States dollars, unless otherwise indicated. Shareholders whose certificates are not immediately available or who cannot deliver their certificates and all other required documents with this Letter of Transmittal to the Depositary by the Expiration Date must deposit their Shares according to the guaranteed delivery procedure set forth in Section 5 of the Offer, “Procedure for Depositing Shares”. See Instruction 2 in this Letter of Transmittal. A Shareholder who wishes to deposit Shares under the Offer and who holds such Shares through an investment dealer, stock broker, bank, trust company or other financial advisor should immediately contact such nominee in order to take the necessary steps to be able to deposit such Shares under the Offer.

See Section 5 of the Offer, “Procedure for Depositing Shares”. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN PROVIDED HEREIN DOES NOT CONSTITUTE A VALID DELIVERY.

- 3 - TO: FRONTERA ENERGY CORPORATION AND TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned deposits the enclosed certificate(s) for Shares and, subject to the conditions of the Offer regarding withdrawal, irrevocably accepts the Offer for such Shares upon the terms and subject to the conditions contained in the Offer and the Circular and pursuant to this Letter of Transmittal and the instructions contained herein. The following are the details of the Shares to be deposited: DESCRIPTION OF SHARES DEPOSITED (Attach signed list if necessary) Share Certificate Number(s) / DRS Advice* Name(s) in which Registered (please print and fill in exactly as name(s) appear(s)) Number of Shares Represented by Certificate(s), or held in DRS Number of Shares Deposited** TOTAL: * DRS holders do not need to provide certificates of Shares, but do need to complete this Letter of Transmittal. ** If you wish to deposit fewer than all Shares evidenced by any certificates or DRS advice, listed above, indicate in the fourth column the number of Shares you wish to deposit. Otherwise, the number of Shares evidenced by all certificates and DRS advices referenced above will be deemed to have been deposited. See Instruction 4 of this Letter of Transmittal. SHAREHOLDERS SHOULD CAREFULLY CONSIDER THE INCOME TAX CONSEQUENCES OF DEPOSITING SHARES PURSUANT THE OFFER. SEE SECTION 16 OF THE CIRCULAR, “INCOME TAX CONSIDERATIONS”. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany the certificates for the Shares tendered pursuant to the Offer. Any financial institution that is a participant in CDS or DTC may make a book-entry delivery of the Shares through the on-line tendering systems of such clearing systems pursuant to which book-entry transfers may be effected by causing the applicable clearing systems to transfer such shares into the Depositary’s account in accordance with such clearing system’s procedures for such transfer. Subject to and effective upon acceptance for purchase of the Shares deposited hereby in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of the Company, all rights, title and interest in and to all Shares deposited hereby, and in and to any and all rights, benefits and claims in respect thereof or arising, or having arisen as a result of the undersigned’s status as a Shareholder of the Company and in and to any and all distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred, or may be payable, issuable, distributable or transferable, on or in respect of such Shares or any of them on or after the date upon which the Shares are taken up and paid for pursuant to the Offer (the “Effective Time”), other than any dividends declared with a record date prior to the Effective Time and paid after the Effective Time, and hereby irrevocably constitutes and appoints the Depositary and any officer of the Company as attorney-in-fact of the undersigned with respect to such Shares effective from the Effective Time, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to: (a) deliver certificates for such Shares, together with all accompanying evidences of transfer and authenticity, to or upon the order, of the Company upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price (as defined below); (b) present certificates for such Shares for cancellation and transfer on the applicable securities register(s) of the Company for such securities; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms of the Offer.

- 4 - The undersigned hereby represents, warrants and covenants that: (a) the undersigned understands that depositing Shares under any one of the procedures described in the Offer and the Instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer; (b) the undersigned has full power and authority to deposit, sell, assign and transfer the Shares; (c) when and to the extent the Company accepts the Shares for payment, the Company will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, and the same will not be subject to any adverse claim, provided that any dividends or distributions which may be declared, paid, issued, distributed, made or transferred on or in respect of such Shares to Shareholders of record on or prior to the Effective Time shall be for the account of the undersigned; (d) on request, the undersigned will execute and deliver any additional documents that the Depositary or the Company deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and (e) the undersigned has received and agrees to all of the terms of the Offer. The names and addresses of the registered owners should be printed as they appear on the certificates or DRS advices representing Shares deposited hereby. The certificates or DRS advices and the number of Shares that the undersigned wishes to tender should all be indicated in the appropriate boxes. The undersigned understands that, the Company is offering to purchase for cancellation, upon the terms and subject to the conditions of the Offer, up to a maximum of 3,375,000 Shares at a price of C$12.00 per Share (the “Purchase Price”) for Shares validly deposited pursuant to the Offer and not withdrawn, for an aggregate purchase price not exceeding $40,500,000 (equivalent to US$30,000,000). The undersigned understands that if more than 3,375,000 Shares are tendered for purchase, the tendered Shares will be purchased on a pro rata basis according to the number of Shares tendered (or deemed to be tendered) by the tendering Shareholders (with adjustments to avoid the purchase of fractional Shares, rounding down to the nearest whole number of Shares), except that, tenders by Odd Lot Holders will not be subject to proration. See Section 3 of the Offer, “Number of Shares and Proration”. The Company’s determination as to proration shall be final and binding on all parties. The undersigned understands that certificates representing all Shares not purchased, including Shares not purchased because of proration), or properly withdrawn before the Expiration Date, will be returned (in the case of certificates representing Shares all of which are not purchased) or replaced with new certificates or DRS advices representing the balance of Shares not purchased (in the case of certificates representing Shares of which less than all are purchased), promptly after the Expiration Date or the date of withdrawal, without expense to the Shareholder. In the case of Shares tendered through DRS, such Shares will be credited to the appropriate account, without expense to the Shareholder. The undersigned recognizes that under certain circumstances set forth in the Offer and the Circular, the Company may withdraw, extend or vary the Offer or may not be required to purchase any of the Shares tendered hereby or may accept for payment, in accordance with the applicable proration provisions relating to Shares tendered or the terms and conditions relating to the Offer, fewer than all of the Shares tendered hereby. The undersigned understands that DRS positions and certificates for any Shares not deposited or not purchased will be recredited or returned to the undersigned at the address indicated above. The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company, effective as of the Expiration Date, upon the terms and subject to the conditions of the Offer. Such agreement will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The undersigned understands that payment for Shares taken up by the Company pursuant to the Offer will be made by depositing the aggregate Purchase Price for such Shares with the Depositary, which will act as agent for Shareholders

- 5 - who have properly tendered Shares in acceptance of the Offer and have not withdrawn them, for the purpose of receiving payment from the Company and transmitting such payment to such Shareholders. Receipt of payment by the Depositary will be deemed to constitute receipt of payment thereof by persons depositing Shares. Under no circumstances will interest accrue or be paid by the Company or the Depositary, regardless of any delay in making such payment or otherwise.

The undersigned understands and acknowledges that each of the Company and the Depositary, as applicable, shall be entitled to deduct and withhold from any payment to any Shareholder pursuant to the Offer such amount as it is required to deduct or withhold from such payment under the Income Tax Act (Canada) (the “Tax Act”), or any provision of any applicable federal, provincial, territorial, state, local or foreign tax law, and remit such deduction or withholding amount to the appropriate government entity.

To the extent that amounts are deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of the Offer as having been paid to the Shareholder to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate government entity.

The undersigned instructs the Company and the Depositary to issue the cheque for the Purchase Price for such Shares that are purchased pursuant to the Offer as indicated in Box A, “Payment Instructions”, below and mailed by first-class mail, postage prepaid, to the address on record or otherwise indicated in Box B, “Third Party Delivery Instructions”, below unless otherwise indicated in Box A, “Hold Payment for Pickup at Computershare Toronto Office”, below, subject to the option of Shareholders to elect to receive the Purchase Price in U.S. dollars as described in Box E,

“Currency Election”, below, net in each case of any applicable withholding taxes. The undersigned understands that cash amounts will be denominated in Canadian dollars and payments of amounts owing to Shareholders whose Shares are taken up will be made in Canadian dollars; however, Shareholders may elect to receive the Purchase Price in U.S. dollars and use the Depositary’s currency exchange services to convert such payment into U.S. dollars by checking Box E, “Currency Election”, below, in which case such Shareholder will have acknowledged and agreed that the exchange rate for one Canadian dollar expressed in U.S. dollars will be based on the rate available from the Depositary on the date of the currency conversion.

All risks associated with the currency conversion from Canadian dollars to U.S. dollars, including risks relating to change in rates, the timing of exchange or the selection of a rate for exchange, and all costs incurred with the currency conversion are for the Shareholder’s sole account and will be at such Shareholder’s sole risk and expense, and neither the Depositary nor the Company or their respective affiliates will be responsible for any such matters. The undersigned recognizes that all authority conferred or agreed to be conferred in this Letter of Transmittal shall survive their death or incapacity and any obligations of the undersigned under this Letter of Transmittal shall be binding upon their heirs, personal representatives, successors and assigns. Except as stated in the Offer, this tender is irrevocable.

The undersigned understands that if a certificate representing Shares has been lost, stolen or destroyed, this Letter of Transmittal, including Box H, “Lost, Stolen or Destroyed Certificates”, below, should be completed as fully as possible and forwarded to the Depositary, together with the payment of the required lost certificate premium.

The undersigned agrees not to vote any of the deposited Shares, or distributions on such Shares consisting of securities, at any meeting and not to exercise any of the other rights or privileges attached to any of such deposited Shares or distributions consisting of securities, or otherwise act with respect thereto. The undersigned agrees further to execute and deliver to the Company, provided not contrary to any applicable law, at any time and from time to time, as and when requested by, and at the expense of the Company, any and all instructions of proxy, authorization or consent, in form and on terms satisfactory to the Company, in respect of any such deposited Shares or distributions consisting of securities. The undersigned agrees further to designate in any such instruments of proxy the person or persons specified by the Company as the proxyholder of the undersigned in respect of such deposited Shares or distributions consisting of securities.

- 6 - BOX A PAYMENT INSTRUCTIONS All payments will be issued and mailed to your existing registration unless otherwise stated. If you would like your payment dispatched to a different address, please complete

BOX B.
MAIL PAYMENT TO ADDRESS ON RECORD (DEFAULT) MAIL PAYMENT TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)
HOLD PAYMENT FOR PICKUP AT COMPUTERSHARE TORONTO OFFICE: Computershare Investor Services Inc. 100 University Ave, 8th Floor, Toronto ON DELIVER FUNDS VIA WIRE* (COMPLETE BOX I)

BOX B THIRD PARTY DELIVERY INSTRUCTIONS CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT) (ATTENTION NAME) (STREET NUMBER & NAME) (CITY AND PROVINCE/STATE) (COUNTRY AND POSTAL/ZIP CODE) (TELEPHONE NUMBER (BUSINESS HOURS) (SOCIAL INSURANCE/SECURITY NUMBER) * THE PAYMENT WILL REMAIN IN THE NAME OF THE REGISTRATION BOX D GUARANTEED DELIVERY CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE TORONTO OFFICE OF THE DEPOSITARY AND COMPLETE THE FOLLOWING (please print or type) Name of Registered Holder ___________________________________________ Date of Guaranteed Delivery ___________________________________________ Name of Institution which Guaranteed Delivery ___________________________________________ ___________________________________________ ___________________________________________

BOX C ODD LOTS To be completed ONLY if Shares are being deposited by or on behalf of persons owning beneficially an aggregate or fewer than 100 Shares as of the close of business on the Expiration Date. The undersigned either (check one):
will be the beneficial owner of an aggregate of fewer than 100 Shares as of the close of business on the Expiration Date, all of which are deposited, or
is a broker, dealer, commercial bank, trust company or other nominee that (i) is depositing, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner will own an aggregate of fewer than 100 Shares as of the close of business on the Expiration Date and is tendering all of such Shares.

- 7 - BOX E CURRENCY ELECTION All cash payments will be made in Canadian dollars, unless Shareholders elect to use the Depositary’s currency exchange services to convert their payment into, and have such payment made, in U.S. dollars by checking the box below. If you do not check the box below, your payment will be issued in Canadian dollars.

Check here if you wish to have your cash entitlement paid in U.S. dollars (US$) Notice: By checking the box above, you acknowledge and agree that (a) the exchange rate for one Canadian dollar expressed in U.S. dollars will be the rate available from Computershare Trust Company of Canada, in its capacity as foreign exchange service provider, on the date on which the funds are converted, which rate will be based on the prevailing market rate on such date, (b) the risk of any fluctuations in such rate, including risks relating to the particular date and time at which funds are converted, will be solely borne by the Shareholder, and (c) Computershare Trust Company of Canada may earn commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency. Computershare Trust Company of Canada will act as principal in such currency conversion transactions. If you wish to receive your payment in U.S. dollars, your certificate(s) and this validly completed and duly signed Letter of Transmittal must be delivered to the Depositary.

BOX F JURISDICTION OF RESIDENCE (See Instruction 10) The following certifications assume that the person signing Box J is either (i) the beneficial holder of the Shares tendered (referred to as the “Beneficial Owner”), or (ii) holds the Shares tendered on behalf of one or more Beneficial Owners. I. Tax Residency All Shareholders must complete the following. See Instruction 10. The person signing Box J certifies that the Beneficial Owner(s) (please check one box only)
is (are all) resident in Canada for purposes of the Tax Act;
is (are all) not resident in Canada for purposes of the Tax Act; or include Beneficial Owners who are resident in Canada and not resident in Canada for purposes of the Tax Act, and the aggregate number of Shares tendered on behalf of each is as follows:

Beneficial Owners resident in Canada: _________________________ tendered Shares Beneficial Owners not resident in Canada: _____________________________ tendered Shares II. Non-Residents of Canada Shareholders are only required to complete the following if (any of) the Beneficial Owner(s) is (are) not resident in Canada for purposes of the Tax Act. See Instruction 11. Applicability of a Tax Treaty Non-resident withholding tax will generally apply, at a rate of 25%, to certain amounts paid or deemed to be paid in respect of Shares beneficially owned by persons not resident in Canada for purposes of the Tax Act. Withholding tax may arise, for example, with respect to a deemed dividend arising pursuant to the Offer. However, if the Beneficial Owner is entitled to the benefits of a tax treaty entered into between Canada and the Beneficial Owner’s country of residence, the withholding tax -

8 - rate may be reduced to less than 25%. To benefit from a reduced rate of withholding under a tax treaty, the Shareholder must properly complete and provide the documentation described below.

The person signing Box J certifies that (please check one box only):
The Shareholder is the Beneficial Owner of the tendered Shares and either (please check one box only):
the Shareholder has completed and provided the Canada Revenue Agency’s Form NR-301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person*, which is included with this Letter of Transmittal; or
the Shareholder has not completed or provided Form NR-301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person*;** or
The Shareholder is not the Beneficial Owner of the tendered Shares, there is only one Beneficial Owner, and either (please check one box only):
the Beneficial Owner has completed and provided the Canada Revenue Agency’s Form NR-301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person*, which is included with this Letter of Transmittal; or the Beneficial Owner has not completed or provided Form NR-301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person*;** or
The Shareholder is not the Beneficial Owner of the tendered Shares, there is more than one Beneficial Owner, and (please check all applicable boxes):
the Beneficial Owners holding ________________________________ tendered Shares have completed and provided the Canada Revenue Agency’s Form NR-301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person*, and these Forms, together with Schedule A,** are included with this Letter of Transmittal; and/or
the Beneficial Owners holding ________________________________ tendered Shares have not completed or provided the Canada Revenue Agency’s Form NR-301 – Declaration of Eligibility for Benefits (Reduced Tax) Under a Tax Treaty for a Non-Resident Person*.** If the Shareholder is a company, the person signing Box J certifies that (please check one box only):
The corporate Shareholder is the Beneficial Owner of at least 10% of the issued and outstanding voting shares of the Company.
The corporate Shareholder is not the Beneficial Owner of at least 10% of the issued and outstanding voting shares of the Company. * Partnerships or Hybrid Entities must complete the Canada Revenue Agency’s Form NR-302 or Form NR-303, as applicable. ** FAILURE TO PROVIDE THIS INFORMATION, PROPERLY COMPLETED, WILL RESULT IN THE APPLICATION OF A 25% WITHHOLDING TAX RATE TO A DEEMED DIVIDEND ARISING PURSUANT TO THE OFFER.

- 9 - ALL SHAREHOLDERS MUST COMPLETE THIS BOX BOX G STATUS AS U.S. SHAREHOLDER (PLEASE CHECK THE APPROPRIATE BOX) Indicate whether or not you are a “U.S. Shareholder” (as defined below) or are acting on behalf of a U.S. Shareholder by checking the applicable box below.
The person signing this Letter of Transmittal is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder.
The person signing this Letter of Transmittal is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder. A “U.S. Shareholder” is any Shareholder that is either (i) providing an address for delivery herein that is located within the United States or any territory or possession thereof, or (ii) a “U.S. person” for United States federal income tax purposes as defined below. If you are a U.S. person or are acting on behalf of a U.S. person, then in order to avoid backup withholding of U.S. federal income tax, you must provide a completed Form W-9 included below or otherwise provide certification establishes that you are exempt from backup withholding, as provided in the instructions. If you are not a U.S. Shareholder as defined in (ii) above, but you are a U.S. Shareholder as described in (i) above, you must complete an appropriate Form W-8 to be exempt from backup withholding. For purposes of this Letter of Transmittal, a “U.S. person” is a beneficial owner of Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the United States, (b) a corporation, partnership, or other entity classified as a corporation or partnership for U.S. federal income tax purposes that is created or organized in or under the laws of the United States, or any political subdivision thereof or therein, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (ii) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes. If you are a U.S. Shareholder or acting on behalf of a U.S. Shareholder, then in order to avoid U.S. backup withholding, you must generally complete the enclosed IRS Form W-9. If you are a U.S. Shareholder but you are not a U.S. person for U.S. federal income tax purposes, then you must complete the appropriate IRS Form W-8 to avoid backup withholding. If you require an IRS Form W-8, please contact the Depositary or download the appropriate IRS Form W-8 at www.irs.gov. U.S. Shareholders are advised that the Offer is subject to Regulation 14E (including, without limitation, Rule 14e-4 thereof) under the United States Securities Exchange Act of 1934, as amended
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