What are the transfer restrictions of JSL shares?

The common shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except to (a) persons that are QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(2) and (b) non-U.S. persons in offshore transactions in reliance on Regulation S.

Each purchaser of the common shares who is a U.S. person within the meaning of Regulation S under the Securities Act, including purchasers who are U.S. persons acquiring common shares in offshore transactions, will be deemed to represent, agree and acknowledge, as applicable, as follows:

  • the offering and sale of the common shares have not been registered under the Securities Act and are intended to be exempt from registration under the Securities Act pursuant to Section 4 thereof;
  • the purchaser is aware that the company is not and will not be registered under the Investment Company Act;
  • the purchaser is acquiring the common shares for its own account (or, if it is acquiring the common shares as a fiduciary or agent for one or more investor accounts, the purchaser has the full power and authority to make the representations, warranties and agreements herein on behalf of each such account);
  • the purchaser is not acquiring the common shares with a view to any distribution of the common shares within the meaning of the Securities Act;
  • the purchaser is (or, if it is acquiring the common shares as a fiduciary or agent for one or more investor accounts, each such account is) a QIB;
  • the purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of independently evaluating the merits and risks of an investment in the common shares, and the purchaser is able to bear the economic risk of the investment. The purchaser has made its own investment decision regarding the common shares based on its own knowledge;
  • the purchaser understands and agrees that the common shares may not be re-offered, resold, pledged or otherwise transferred except (1)(A) to a person who it reasonably believes is a QIB in a transaction exempt from registration under U.S. securities laws or (B) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act and, in either case, (2) in accordance with all applicable securities laws of the states of the United States;
  • except with respect to transactions over the B3, the purchaser (1) will not transfer the common shares to any person or entity, unless such person or entity could itself truthfully make each of the foregoing representations, warranties and covenants and (2) will provide notice of the transfer restrictions applicable to the common shares to any subsequent transferees;
  • the purchaser has had the opportunity to ask questions of, and receive answers from us, concerning our company, its business and financial condition and the common shares to be acquired by the purchaser and other related matters. The purchaser further represents and warrants that JSL has made available to the purchaser or its agents all documents and information requested by the purchaser or on its behalf relating to an investment in the common shares, including the final offering circular. In evaluating the suitability of an investment in the common shares, the purchaser has not relied and will not rely on any other representations or other information (whether oral or written) made by or on behalf of us (or any of our agents, including, without limitation, the Brazilian underwriters and the placement agents) other than as contemplated by the two preceding sentences;
  • the purchaser agrees that any transfer of the common shares, including to residents of jurisdictions outside Brazil, may be effected only in Brazil pursuant to Brazilian Resolution No. 2,689, dated January 26, 2000, of the CMN; and
  • the purchaser acknowledges that JSL, the placement agents, the Brazilian underwriters and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements.

It’s acknowledged that for so long as any of the common shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, holders of such restricted securities, and prospective purchasers (as designated by such holders) of such restricted securities, shall have the right to obtain upon request any information required to be provided by Rule 144A(d)(4) under the Securities Act during any period in which JSL is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, or JSL are not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act.

Pursuant to the terms of Resolution No. 2,689 of the CMN for non-Brazilian holders, any U.S. person that acquires the common shares in this offering will be permitted to transfer such purchased common shares solely in a transaction effected on the B3 or another securities exchange in Brazil other than in a pré-arranged trade with a counter party. To the extent that the provisions of Resolution No. 2,689 are modified in the future to permit transfers by non-Brazilian holders other than on the B3 or another securities exchange in Brazil, JSL will require, and each purchaser acknowledges and agrees, as a condition to any such transfer by a U.S. person that acquires the common shares in this offering, that the transferee execute a document confirming each of the representations and agreements set forth above.