SEC Comment Letter for VivoPower International PLC (VIVO) (CIK 0001681348) (VIVO) — Nov 7, 2016
VivoPower International PLC (VIVO) (CIK 0001681348)
Date: Nov. 7, 2016 · CIK: 0001681348 · Accession: 0000000000-16-099955
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-213297
Letter
Mail Stop 4631 November 7, 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. 2 to Registration Statement on Form F-4 Filed October 25, 2016 File No. 333-213297
Dear Mr. Chin :
We have reviewed your amended filing and have the following comment .
Background of the Transactions, page 53
1. With respect to the contribution agreement changes that were first introduced on September 16, 2016, please disclose in your amended registration statement the following: The reasons why these changes —the increase in the maximum number of shares that can exercise conversion rights and the allowance of certain Aevitas obligations to remain outstanding after completion of the transaction —were initially introduced; The “relative benefits and detriments of [these] changes” that were discussed with the ARWA board on October 13, 2016; and ARWA b oard’s reasoning for approving these changes to the contribution agreement.
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
Kevin Chin VivoPower International PLC November 7 , 2016 Page 2
statements and related matters. Please contact David Korvi n, 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 November 7, 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. 2 to Registration Statement on Form F-4 Filed October 25, 2016 File No. 333-213297 Dear Mr. Chin : We have reviewed your amended filing and have the following comment . Background of the Transactions, page 53 1. With respect to the contribution agreement changes that were first introduced on September 16, 2016, please disclose in your amended registration statement the following: The reasons why these changes —the increase in the maximum number of shares that can exercise conversion rights and the allowance of certain Aevitas obligations to remain outstanding after completion of the transaction —were initially introduced; The “relative benefits and detriments of [these] changes” that were discussed with the ARWA board on October 13, 2016; and ARWA b oard’s reasoning for approving these changes to the contribution agreement. 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 Kevin Chin VivoPower International PLC November 7 , 2016 Page 2 statements and related matters. Please contact David Korvi n, 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