Excluded US Persons
Spark Infrastructure securities are subject to ownership restrictions applying to residents of the United States of America as explained below:
The Stapled Securities have not been registered under the US Securities Act and none of the Stapled Entities have been registered under the US Investment Company Act of 1940, as amended, in reliance on the exemption provided by section 3 (C)(7) thereof.
Accordingly, the stapled securities may not be offered, sold or resold in, the United States or to, or for the account or benefit of US Persons except in accordance with an available exemption from, or a transaction not subject to, the registration requirements of the US Securities Act, the US Investment Company Act and applicable United States state securities laws.
If a US Person acquires the Stapled Securities and does not fall into an exception to the ownership restrictions they will be asked to sell their shares within 30 business days or be divested of their Stapled Securities. Further detail is set out below.
In order to at all times qualify for the exemptions, the provisions of the Spark Infrastructure constitution provides that where a holder is an Excluded US Person:
Spark Infrastructure may refuse to register a transfer of Stapled Securities to that Excluded US Person; and
The Excluded US Person may be requested to sell their Stapled Securities and if they fail to do so within 30 Business Days, to be divested of their Stapled Securities and to receive the proceeds of sale (net of transaction costs including without limitation any applicable brokerage, stamp duty and other taxes or charges) as soon as practicable after the sale.
In addition, the provisions in the Spark Infrastructure constitution provides that a holder may be required to complete a statutory declaration in relation to whether they (or any person on whose account or benefit it holds Stapled Securities) are an Excluded US Person. Any holder who does not comply with such a request is an Excluded US Person.
Stapled Securities are issued on terms under which each holder who is or becomes an Excluded US Person agrees to the above terms and irrevocably appoints Spark Infrastructure as that holder’s agent and attorney to do all acts and things and execute all documents which Spark Infrastructure considers necessary, desirable or reasonably incidental to effect the above actions.