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LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...

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Stanley & <strong>Co</strong>. International plc and UBS AG, they will not, during the period ending 180 days after the date<br />

of this prospectus, make any demand for or exercise any right with respect to the registration of any of our<br />

ordinary shares or ADSs or any security convertible into or exercisable or exchangeable for our ordinary shares<br />

or ADSs.<br />

In addition, each of our shareholders, directors and executive officers and certain of our existing<br />

optionholders have agreed and consented to the entry of stop transfer instructions with our transfer agent and<br />

registrar against the transfer of our ordinary shares or ADSs except in compliance with the foregoing<br />

restrictions.<br />

The 180-day (or 12-month, in the case of <strong>LDK</strong> New <strong>Energy</strong>) lock-up period is subject to adjustment<br />

under certain circumstances. If, during the last 17 days of the 180-day (or 12-month, in the case of <strong>LDK</strong> New<br />

<strong>Energy</strong>) lock-up period, we issue an earnings release or material news or a material event relating to us occurs,<br />

the lock-up will continue to apply until the expiration of the 18-day period beginning on the issuance of the<br />

earnings release or the occurrence of the material news or material event.<br />

In order to facilitate the offering of the ADSs, the underwriters may engage in transactions that stabilize,<br />

maintain or otherwise affect the price of the ADSs. Specifically, the underwriters may sell more ADSs than<br />

they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is<br />

covered if the short position is no greater than the number of ADSs available for purchase by the underwriters<br />

under the over-allotment option. The underwriters can close out a covered short sale by exercising the overallotment<br />

option or purchasing ADSs in the open market. In determining the source of ADSs to close out a<br />

covered short sale, the underwriters will consider, among other things, the open market price of ADSs<br />

compared to the price available under the over-allotment option. The underwriters may also sell shares in<br />

excess of the over-allotment option, creating a naked short position. The underwriters must close out any<br />

naked short position by purchasing ADSs in the open market. A naked short position is more likely to be<br />

created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in<br />

the open market after pricing that could adversely affect investors who purchase in the offering. As an<br />

additional means of facilitating the offering, the underwriters may bid for, and purchase, ADSs in the open<br />

market to stabilize the price of the ADSs. The underwriting syndicate may also reclaim selling concessions<br />

allowed to an underwriter or a dealer for distributing the ADSs in the offering, if the syndicate repurchases<br />

previously distributed ADSs to cover syndicate short positions or to stabilize the price of the ADSs. These<br />

activities may raise or maintain the market price of the ADSs above independent market levels or prevent or<br />

retard a decline in the market price of the ADSs. Neither we nor any of the underwriters make any<br />

representation or prediction as to the direction or magnitude of any effect that the transactions described<br />

above may have on the price of the ADSs. The underwriters are not required to engage in these activities, and<br />

may end any of these activities at any time.<br />

From time to time, certain of the underwriters or their respective affiliates have provided, and continue to<br />

provide, investment banking services to us, our affiliates and employees, for which they have received and<br />

continue to receive customary fees and commission.<br />

We, the selling shareholders and the underwriters have agreed to indemnify each other against certain<br />

liabilities, including liabilities under the Securities Act. If we or the selling shareholders are unable to provide<br />

this indemnification, we and the selling shareholders will contribute to payments the underwriters and their<br />

controlling persons may be required to make in respect of those liabilities.<br />

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the<br />

ADSs being offered in this prospectus for our directors, officers, employees, business associates and related<br />

persons. There can be no assurance that any of the reserved ADSs will be so purchased. The number of ADSs<br />

available for sale to the general public in this offering will be reduced to the extent that the reserved ADSs are<br />

purchased in the directed share program. Any reserved ADSs not purchased through the directed share<br />

program will be offered to the general public on the same basis as the other ADSs offered hereby.<br />

The address of Morgan Stanley & <strong>Co</strong>. International plc is 25 Cabot Square, Canary Wharf, London<br />

E14 4QA, England. The address of UBS AG is 52/F, Two International Finance Centre, 8 Finance Street,<br />

Central, Hong Kong.<br />

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