Item 1.01 Entry into a Material Definitive Agreement.
Ordinary Shares Offering
On
5.50% Series A Mandatory Convertible Preferred Shares Offering
On
On
Item 3.03 Material Modification to Rights of Security Holders.
In connection with the Mandatory Convertible Preferred Shares Offering, on
The mandatory convertible preferred shares will initially be convertible into an aggregate of up to 15,148,950 ordinary shares, subject to anti-dilution, make-whole and other adjustments, as set forth in the Statement of Rights.
Unless converted earlier in accordance with the terms of the Statement of
Rights, each mandatory convertible preferred share will convert automatically on
the mandatory conversion date, which is expected to be
Dividends on the mandatory convertible preferred shares will be payable on a
cumulative basis when, as and if declared by the board of directors of the
Company, or an authorized committee thereof, at an annual rate of 5.50% of the
liquidation preference of
The ordinary shares will rank junior to mandatory convertible preferred shares with respect to the payment of dividends and amounts payable in the event of the Company's liquidation, dissolution or winding up of its affairs. Subject to certain exceptions, so long as any mandatory convertible preferred share remains outstanding, no dividend or distributions will be declared or paid on ordinary shares or any other class or series of share capital
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ranking junior to the mandatory convertible preferred shares, and no ordinary shares or any other class or series shares ranking junior or on parity with the mandatory convertible preferred shares shall be, directly or indirectly, purchased, redeemed, or otherwise acquired for consideration by the Company or any of its subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum of cash or number of ordinary shares has been set aside for the payment of such dividends upon, all outstanding mandatory convertible preferred shares.
In addition, upon the Company's voluntary or involuntary liquidation, winding-up
or dissolution, each holder of mandatory convertible preferred shares will be
entitled to receive a liquidation preference in the amount of
The holders of the mandatory convertible preferred shares will not have voting rights except as described below and as specifically required by Jersey law from time to time.
Whenever dividends on any mandatory convertible preferred shares have not been declared and paid for the equivalent of six or more dividend periods, whether or not for consecutive dividend periods (a "nonpayment"), the authorized number of directors on the Company's board of directors will, at the next annual meeting of shareholders or at a special meeting of shareholders as provided below, automatically be increased by two and the holders of record of the mandatory convertible preferred shares, voting together as a single class with holders of record of any and all other series of voting preferred shares (as defined below) then outstanding, will be entitled, at the next annual or at a special meeting of shareholders of the Company, to vote for the election of a total of two additional members of the board of directors ("preferred share directors"); provided that the election of any such directors will not cause the Company to violate the corporate governance requirements of NYSE (or any other exchange or automated quotation system on which its securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; and provided further that the board of directors shall, at no time, include more than two preferred Share directors.
In the event of a nonpayment, the holders of at least 25% of the mandatory convertible preferred shares and any other series of voting preferred shares may request that a special meeting of shareholders be called to elect such preferred share directors (provided that, to the extent permitted by the Company's memorandum and articles of association, if the next annual or a special meeting of shareholders is scheduled to be held within 90 days of the receipt of such request, the election of such preferred share directors will be included in the agenda for and will be held at such scheduled annual or special meeting of shareholders). The preferred share directors will stand for reelection annually, at each subsequent annual meeting of the shareholders, so long as the holders of the mandatory convertible preferred shares continue to have such voting rights.
At any meeting at which the holders of the mandatory convertible preferred shares are entitled to elect preferred share directors, the holders of a . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information regarding the Statement of Rights set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
Item 8.01 Other Events.
The above-mentioned offerings were made pursuant to the Shelf Registration Statement. Opinions of counsel for the Company are included as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement relating to the ordinary shares, datedJune 9, 2020 , betweenAptiv PLC andGoldman Sachs & Co. LLC , as representative of the several underwriters listed on Schedule 1 thereto. 1.2 Underwriting Agreement relating to the mandatory convertible preferred shares, datedJune 9, 2020 , betweenAptiv PLC andGoldman Sachs & Co. LLC , as representative of the several underwriters listed on Schedule 1 thereto. 3.1 Statement of Rights of the 5.50% Series A Mandatory Convertible Preferred Shares ofAptiv PLC , effectiveJune 12, 2020 . 4.1 Form of Certificate of the 5.50% Series A Mandatory Convertible Preferred Shares (included as Exhibit A to Exhibit 3.1). 5.1 Opinion ofCarey Olsen Jersey LLP with respect to the ordinary shares. 5.2 Opinion ofCarey Olsen Jersey LLP with respect to the mandatory convertible preferred shares. 23.1 Consent ofCarey Olsen Jersey LLP (included in Exhibit 5.1). 23.2 Consent ofCarey Olsen Jersey LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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