CASuÍSTICA
7.3. Costa Rica
General
No action has been or will be taken by us or by any underwriter in any jurisdiction except in the United States that would permit a public offering of our ADSs, or the possession, circulation or distribution of a prospectus or any other material relating to us and our ADSs in any country or jurisdiction where action for that purpose is required. Accordingly, our ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or
advertisements in connection with this offering may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.
United Kingdom
Each of the underwriters has represented and agreed that:
Š it has not offered or sold and, prior to the expiry of a period of six months from the date of
the issuance of the ADSs, will not offer or sell any ADSs to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business, or
otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended);
Š it has complied and will comply with all applicable provisions of the Financial Services and
Markets Act 2000, or the FSMA, with respect to anything done by it in relation to any ADSs, in, from or otherwise involving the United Kingdom; and
Š it has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any ADSs in circumstances in which section 21(1) of the FSMA does not apply to the underwriters.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, or the SFA. Each of the underwriters has represented, warranted and agreed that it has not offered or sold and will not offer or sell any ADSs nor make any ADSs the subject of an invitation for subscription or purchase, nor will it circulate or distribute this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs, whether directly or indirectly, to the public or any member of the public in Singapore other than (subject to certain filing requirements):
Š to an institutional investor or other person specified in Section 274 of the SFA;
Š to a sophisticated investor (as defined in Section 275 of the SFA), and in accordance with the
conditions, specified in Section 275 of the SFA; or
Š otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
Korea
Each of the underwriters has represented and agreed that it has not and will not, directly or indirectly, offer, sell or deliver any ADSs in Korea or to, or for the account or benefit of, any resident of Korea, or to others for reoffering or resale, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea, except as otherwise permitted by applicable Korean laws and regulations.
Hong Kong
Each of the underwriters has represented and agreed that:
Š it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,
any ADSs, other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong; and
Š it has not issued and will not issue any invitation, advertisement or document relating to the
ADSs in Hong Kong (except if permitted to do so under the securities laws of Hog Kong) other than with respect to the ADSs which are intended to be disposed of only to
professional investors (as defined under the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong) or otherwise permitted under such ordinance.
Japan
Each underwriter has acknowledged and agreed that the ADSs have not been and will not be registered under the Securities and Exchange Law of Japan. Each underwriter has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any ADSs in Japan or to, or for the account or benefit of, any resident of Japan or to, or for the account or benefit of, any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except:
Š pursuant to an exemption from the registration requirements of, or otherwise in compliance
with, the Securities and Exchange Law of Japan; and