SEC Comment Letter for VivoPower International PLC (VIVO) (CIK 0001681348) (VIVO) — Oct 17, 2016
VivoPower International PLC (VIVO) (CIK 0001681348)
Date: Oct. 17, 2016 · CIK: 0001681348 · Accession: 0000000000-16-097327
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-213297
Referenced dates: September 20, 2016
Letter
Mail Stop 4631 October 17 , 201 6 Via E -mail Kevin Chin Chairman VivoPower International PLC 23 Hanover Square Mayfair London W1S 1JB, UK
Re: VivoPower International PLC Amendment No. 1 to Registration Statement on Form F-4 Filed October 3 , 2016 File No. 333-213297
Dear Mr. Chin :
We have reviewed your response letter and the above -referenced filing, and have the following comments.
General
1. Please limit your “Notice of Extraordinary General Meeting of Shareholders” to one page.
Opinion of Financial Advisor to the Board of Directors of ARWA, page 59
2. We note your revised disclosure in response to comment 24 in our letter dated September 20, 2016 does not clearly discl ose the primary considerations and judgements Cassel Salpeter made in conducting its analysis. In your next amendment, please clearly present these primary considerations.
Note 20 – Tax assets and liabilities, page F -43
3. Please provide us with a more com prehensive analysis regarding your determination that the deferred tax asset resulting from tax losses will be recoverable. We note your disclosure that you are using estimated future taxable income based on the approved business plan for the subsidiary, but we also note that the subsidiary incurred a substantial operating loss in the fiscal year 2016. Further, please tell us whether the subsidiary has recorded taxable income through the first six months of FY 2017.
Kevin Chin VivoPower International PLC October 17 , 2016 Page 2
Report of Independent Registered Pub lic Accounting Firm, page F -49
4. We note certain amounts within your audited financial statements for fiscal years 2015 and 2016 have changed and your auditor has provided you with an audit opinion, which is now dated as of September 30, 2016. Please expl ain why the changes to your financial statements do not represent a restatement requiring the disclosures contemplated in paragraph 49 of IAS 8. In addition, please have your auditors provide us with an explanation regarding why their audit opinion should not be dual dated and include an explanatory paragraph.
Exhibits 23.3 and 23.4
5. Please request that your auditor provide you with consents which reference the amended Form F -4.
You may contact Mindy Hooker , Staff Accountant at 202 -551-3732 or Kevin Stertzel , Staff Account ant, at 202 -551-3723 if you have questions regarding comments on the financial statements and related matters. Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3397 with any other questions.
Sincerely,
/s/ Jay Ingram
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Mail Stop 4631 October 17 , 201 6 Via E -mail Kevin Chin Chairman VivoPower International PLC 23 Hanover Square Mayfair London W1S 1JB, UK Re: VivoPower International PLC Amendment No. 1 to Registration Statement on Form F-4 Filed October 3 , 2016 File No. 333-213297 Dear Mr. Chin : We have reviewed your response letter and the above -referenced filing, and have the following comments. General 1. Please limit your “Notice of Extraordinary General Meeting of Shareholders” to one page. Opinion of Financial Advisor to the Board of Directors of ARWA, page 59 2. We note your revised disclosure in response to comment 24 in our letter dated September 20, 2016 does not clearly discl ose the primary considerations and judgements Cassel Salpeter made in conducting its analysis. In your next amendment, please clearly present these primary considerations. Note 20 – Tax assets and liabilities, page F -43 3. Please provide us with a more com prehensive analysis regarding your determination that the deferred tax asset resulting from tax losses will be recoverable. We note your disclosure that you are using estimated future taxable income based on the approved business plan for the subsidiary, but we also note that the subsidiary incurred a substantial operating loss in the fiscal year 2016. Further, please tell us whether the subsidiary has recorded taxable income through the first six months of FY 2017. Kevin Chin VivoPower International PLC October 17 , 2016 Page 2 Report of Independent Registered Pub lic Accounting Firm, page F -49 4. We note certain amounts within your audited financial statements for fiscal years 2015 and 2016 have changed and your auditor has provided you with an audit opinion, which is now dated as of September 30, 2016. Please expl ain why the changes to your financial statements do not represent a restatement requiring the disclosures contemplated in paragraph 49 of IAS 8. In addition, please have your auditors provide us with an explanation regarding why their audit opinion should not be dual dated and include an explanatory paragraph. Exhibits 23.3 and 23.4 5. Please request that your auditor provide you with consents which reference the amended Form F -4. You may contact Mindy Hooker , Staff Accountant at 202 -551-3732 or Kevin Stertzel , Staff Account ant, at 202 -551-3723 if you have questions regarding comments on the financial statements and related matters. Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3397 with any other questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief Office of Manufacturing and Construction cc: Via E-mail Jeffrey Gallant Graubard Miller