Download Annual Report, 2.44 MB - Xyratex

ITEM 10: ADDITIONAL INFORMATIONItem 10A: Share CapitalNot applicable.Item 10B: Memorandum and Bye-LawsWe incorporate by reference a description of our Memorandum and Bye-laws as set forth in ourregistration statement on Form F-1, File No. 333-116089, filed with the SEC on June 22, 2004.Item 10C: Material ContractsNot applicable.Item 10D: Exchange ControlsWe have been designated by the Bermuda Monetary Authority as a non-resident for Bermudaexchange control purposes. This designation allows us to engage in transactions in currencies other thanthe Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than fundsdenominated in Bermuda dollars) in and out of Bermuda or to pay dividends to United Statesresidents who are holders of our common shares.The Bermuda Monetary Authority has given its consent for the issue and free transferability of ourshares up to the amount of our authorized capital from time to time to and between non-residents ofBermuda for exchange control purposes, provided our shares remain listed on an appointed exchange,which includes the Nasdaq National Market. Approvals or permissions given by the Bermuda MonetaryAuthority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance orour creditworthiness. Accordingly, in giving the consent or permissions, the Bermuda MonetaryAuthority shall not be liable for the financial soundness, performance or default of our business or forthe correctness of any opinions or statements expressed in this Annual Report. Certain issues andtransfers of common shares involving persons deemed resident in Bermuda for exchange controlpurposes require the specific consent of the Bermuda Monetary Authority, although the BermudaMonetary Authority has granted permission for the issue and transferability of up to 20% of our sharesin issue from time to time to persons resident in Bermuda for exchange control purposes.Item 10E: TaxationUnited States Federal Income Tax ConsiderationsThe following discussion is a summary of material U.S. federal income tax consequences of thepurchase, ownership and disposition of our common shares by a U.S. Holder (as defined below). Forthe purpose of this discussion only, ‘‘our common shares’’ refers to shares of Xyratex Ltd. Thissummary is based on the federal income tax laws of the United States (including the Internal RevenueCode of 1986, as amended, its legislative history, existing and proposed regulations thereunder,published rulings and court decisions) as in effect on the date hereof, all of which are subject tochange, possibly with retroactive effect. The discussion is not a full discussion of all tax considerationsthat may be relevant to a decision to purchase our common shares. The discussion addresses only U.S.Holders that purchase our common shares and hold them as capital assets and use the U.S. dollar astheir functional currency. It does not deal with the U.S. federal income tax treatment of investorssubject to special rules, such as grantor trusts, real estate investment trusts, regulated investmentcompanies, banks, brokers, dealers, traders in securities or currencies, financial institutions, insurancecompanies, tax-exempt entities, investors liable for alternative minimum tax, holders of ten percent ormore of our common shares (by vote or value, and directly or by attribution), persons holding ourcommon shares as part of a hedging, straddle, conversion or constructive sale transaction or persons77