As filed with the Securities and Exchange Commission on September 10, 2025
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Klarna Group plc
(Exact Name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
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England and Wales (State or other jurisdiction of incorporation or organization) | 6199 (Primary Standard Industrial Classification Code Number) | Not Applicable (I.R.S. Employer Identification No.) |
Klarna Group plc 2025 Omnibus Incentive Plan
Restricted Share Unit Program
Individual Contributor Share Warrant
Agreements Series L3 to L7, L10 and L11
Individual Contributor Option Agreements for
Ordinary Shares
Individual Contributor Option Agreements for C
Shares
(Full title of the plan)
10 York Road
London SE1 7ND
United Kingdom
Tel.: +44 8081 893 333
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Klarna Inc.
800 N. High St., Ste. 400
Columbus, Ohio 43215
Tel.: +1 (844) 552 7621
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Byron Rooney
Adam Kaminsky
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
+1 212 450-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | S | (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
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| | | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant’s Registration Statement on Form F-1 filed with the Commission on September 8, 2025 (Registration No. 333-285826), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed (the “Form F-1”);
(b) The Registrant’s prospectus to be filed with the Commission pursuant to Rule 424(b) under the Securities Act, relating to the Registrant’s Registration Statement on Form F-1, as amended (Registration No. 333-285826);
(c) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of the Registrant’s Registration Statement referred to in clause (a) above;
(d) The description of the Registrant’s share capital which is contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on September 9, 2025 (Registration No. 001-42832), including any amendments or supplements thereto.
In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, including any Reports of Foreign Private Issuers on Form 6-K submitted during such period (or portion thereof) that is identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subject to the provisions of the Companies Act, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director, former director and secretary of the Company (the “Relevant Officer”) shall have the benefit of the following indemnification provisions in the Company’s articles of association against any liability incurred by or attaching to them (and including all costs, charges, losses, expenses and liabilities incurred by them in relation thereto), provided that the articles of association shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause the articles of association, or any element of them, to be treated as void under the Companies Act:
•in connection with any negligence, default, breach of duty or breach of trust by them in relation to the Company or any associated company (as defined in section 256 of the Companies Act) thereof, other than: (i) any liability incurred to the Company or any associated company thereof; (ii) the payment of a fine imposed in any criminal proceeding or a sum payable to a regulatory authority by way of a penalty in respect of noncompliance with any requirement of a regulatory nature (however arising); (iii) the defense of any criminal proceeding if the Relevant Officer is convicted; (iv) the defense of any civil proceeding brought by the Company or its associated company in which judgment is given against the Relevant Officer; and (v) any application for relief under sections 661(3), 661(4) or 1157 of the Companies Act in which the court refuses to grant relief to the Relevant Officer; and
•in relation to or in connection with their duties, powers or office, including in connection with the activities of the Company or an associated company thereof in their capacity as a trustee of an occupational pension scheme, other than: (i) the payment of a fine imposed in any criminal proceeding or a sum payable to a regulatory authority by way of a penalty in respect of noncompliance with any requirement of a regulatory nature (however arising); and (ii) the defense of any criminal proceeding if the Relevant Officer is convicted.
Subject to the provisions of the Companies Act, the Company may provide any Relevant Officer with funds to meet expenditures incurred or to be incurred by them: (i) in defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by them in relation to the Company or an associated company thereof, or (ii) in connection with any application for relief under the provisions mentioned in section 205 of the Companies Act and otherwise may take any action to enable any such Relevant Officer to avoid incurring such expenditure. Relevant Officers who have received payment from the Company under the relevant indemnification provisions must repay the amount they received in accordance with the Companies Act or in any other circumstances that the Company may prescribe or where the Company has reserved the right to require repayment.
In connection with this offering, we have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters.
In addition, we will enter into indemnification agreements with each of our directors and executive officers. The indemnification agreements will provide our directors and executive officers with contractual rights to indemnification and expense reimbursement, to the fullest extent permitted by law. We will also indemnify such persons to the extent they serve at our request as a director or officer of any of our subsidiaries, to the fullest extent permitted by law.
Certain of our nonemployee directors may, through their relationships with their employers, be insured or indemnified against certain liabilities incurred in their capacity as members of our board of directors.
The underwriting agreement to be filed as Exhibit 1.1 to Form F-1 will provide for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to directors or officers pursuant to any of the arrangements described above, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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| Exhibit Number | | Exhibit Description |
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| 3.1 | | |
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| 5.1* | | |
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| 23.1* | | |
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| 23.2* | | |
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| 24.1* | | |
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| 99.1 | | |
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| 99.2 | | |
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| 99.3 | | |
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| 99.4 | | |
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| 99.5 | | |
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| 99.6 | | |
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| 99.7 | | |
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| 99.8 | | |
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| 107.1* | | |
*Filed herewith.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) To include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, on the date of September 10, 2025.
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| KLARNA GROUP PLC. |
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| By: | /s/ Sebastian Siemiatkowski |
| Name: | Sebastian Siemiatkowski |
| Title: | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Sebastian Siemiatkowski, Niclas Neglén and Boudien Moerman, and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
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| Name | | Title | | Date |
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| /s/ Sebastian Siemiatkowski | | Chief Executive Officer and Director | | September 10, 2025 |
| Sebastian Siemiatkowski | | (principal executive officer) | | |
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| /s/ Niclas Neglén | | Chief Financial Officer and Director | | September 10, 2025 |
| Niclas Neglén | | (principal financial officer) | | |
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| /s/ Anthony Greenway | | Chief Accounting Officer | | September 10, 2025 |
| Anthony Greenway | | (principal accounting officer) | | |
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/s/ Michael J. Moritz | | Chairperson of the Board of Directors | | September 10, 2025 |
| Michael J. Moritz | | | | |
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| /s/ Roger W. Ferguson Jr. | | Director | | September 10, 2025 |
| Roger W. Ferguson Jr. | | | | |
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| /s/ Lise Kaae | | Director | | September 10, 2025 |
| Lise Kaae | | | | |
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| /s/ Omid R. Kordestani | | Director | | September 10, 2025 |
| Omid R. Kordestani | | | | |
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| /s/ Andrew Reed | | Director | | September 10, 2025 |
| Andrew Reed | | | | |
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| /s/ Sarah Smith | | Director | | September 10, 2025 |
| Sarah Smith | | | | |
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/s/ Mateusz Staniszewski | | Director | | September 10, 2025 |
Mateusz Staniszewski | | | | |
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| /s/ Markus Villig | | Director | | September 10, 2025 |
| Markus Villig | | | | |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Klarna Group plc, has signed this registration statement or amendment thereto on September 10, 2025.
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| Authorized U.S. Representative |
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| By: | /s/ Deana Toner |
| Name: Title:
| Deana Toner Authorized Representative of Klarna Group plc in the United States |
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| Davis Polk & Wardwell London LLP The Whittington Building 4A Frederick’s Place London EC2R 8AB davispolk.com | Exhibit 5.1 |
10 September 2025
Klarna Group plc
10 York Road
London SE1 7ND
Ladies and Gentlemen
Klarna Group plc – Registration Statement on Form S-8
We are acting as advisers as to English law to Klarna Group plc, a public company limited by shares incorporated under the laws of England and Wales with company number 14467769 (the “Company”), in connection with its preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed on 10 September 2025 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) with respect to up to 109,271,977 ordinary shares of US$0.0001 each in the capital of the Company (the “Ordinary Shares”) which may be issued from time to time pursuant to, or in exchange for shares in a subsidiary of the Company issued in connection with the award of shares pursuant to, equity awards granted under (i) the Klarna Group plc 2025 Omnibus Incentive Plan, (ii) the Restricted Share Unit Program, (iii) the Individual Contributor Share Warrant Agreements Series L3 to L7, L10 and L11, (iv) the Individual Contributor Option Agreement for Ordinary Shares, and (v) the Individual Contributor Option Agreement for C Shares (each a “Plan” and together the “Plans”). The Klarna Group plc 2025 Omnibus Incentive Plan, the Individual Contributor Option Agreement for Ordinary Shares and the Individual Contributor Option Agreement for C Shares are referred to in this opinion as the “Company Plans” and the Restricted Share Unit Program and the Individual Contributor Share Warrant Agreements Series L3 to L7, L10 and L11 are referred to in this opinion as the “Subsidiary Plans”.
Documents Reviewed
For the purposes of giving this opinion, we have examined the documents listed in Schedule 1 to this opinion. Terms defined in the Schedules have the same meaning where used in this opinion (including, for the avoidance of doubt, the Schedules).
Nature of Opinion and Observations
This opinion is confined to matters of English law as at the date of this opinion and this opinion and any non-contractual obligations arising out of or in relation to it are governed by and shall be construed in accordance with English law. Accordingly, we express no opinion with regard to any system of law other than English law as currently applied by the English courts. To the extent that the laws of any other jurisdiction (including, without limitation, the laws of Sweden, the federal laws of the United States of America or the laws of the State of New York) may be relevant, we have made no independent investigation thereof and our opinion is subject to the effect of such laws. By accepting this opinion you irrevocably agree and accept that the courts of England shall have exclusive jurisdiction to hear and determine any dispute or claim arising out of or in connection with this opinion or its formation, including, without limitation, (i) the creation, effect or interpretation of, or the legal relationships established by, this opinion and (ii) any non-contractual obligations arising out of or in connection with this opinion.
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Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321. Davis Polk includes Davis Polk & Wardwell LLP and its associated entities |
We assume no obligation to notify you of any future changes in law, which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.
We have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in any documents referred to in this opinion or in any related documents are accurate, complete or reasonable.
Opinion
On the basis of our examination of the documents listed in Schedule 1 to this opinion and the other matters referred to above, and subject to the assumptions in Schedule 2 to this opinion, the qualifications in Schedule 3 to this opinion and any matters not disclosed to us, we are of the opinion that following: (a) compliance by the Company and each subsidiary of the Company with its obligations under the terms of each Plan; and (b) the due allotment and issue by the Company of such of the Ordinary Shares as will be issued as new shares (i) pursuant to and in accordance with the terms of any Company Plan and against payment in full of the agreed “cash consideration” (as such term is defined in section 583(3) of the Companies Act 2006) of not less than the nominal value of each such Ordinary Share, and (ii) in consideration for the transfer to the Company of shares in a subsidiary of the Company (“subsidiary shares”) in connection with the award of shares pursuant to and in accordance with the terms of any Subsidiary Plan, and subject to the Company’s articles of association not being materially altered prior to the allotment and issue of any such Ordinary Shares, those new Ordinary Shares will be validly issued, fully paid and no further contribution in respect of such Ordinary Shares will be required to be made to the Company by the holders of such shares by reason solely of them being such holders.
General
This opinion is addressed to you in relation to the Registration Statement to be filed under the Act and may not be used or relied upon for any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.
Yours faithfully
/s/ Davis Polk & Wardwell London LLP
SCHEDULE 1
DOCUMENTS EXAMINED
For the purposes of this opinion, we have examined the following documents:
1.a copy of the Registration Statement to be filed under the Act;
2.a copy of:
(a) the Klarna Group plc 2025 Omnibus Incentive Plan;
(b) the Restricted Share Unit Program;
(c) the form of Individual Contributor Share Warrant Agreements Series L3 to L7, L10 and L11;
(d) the form of Individual Contributor Option Agreement for Ordinary Shares; and
(e) the form of Individual Contributor Option Agreement for C Shares; and
3.a certificate from the secretary of the Company dated the date hereof and the documents annexed thereto (the “Certificate”).
SCHEDULE 2
ASSUMPTIONS
For the purposes of this opinion, we have (with your consent and without further enquiry) assumed:
1.all documents submitted to us as originals are authentic and complete;
2.all documents submitted to us as copies, whether in physical or electronic form, conform to authentic, complete originals and, where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen;
3.all signatures (whether in physical or electronic form), stamps and seals on all documents that we reviewed are genuine and the person who affixed any signature (whether in physical or electronic form), or authorised the attachment and release of such signature, to any document is the person whose signature it purports to be or a person who had the authority of the person whose signature it purports to be to do so;
4.each of the statements contained in the Certificate is true and correct as at the date of the Certificate and as at the date hereof and will be as at the time of the allotment and issue of any Ordinary Shares or grant of rights to subscribe for, or convert any security into, Ordinary Shares;
5.that the directors of the Company, in authorising any allotment of Ordinary Shares or grant of rights to subscribe for, or convert any security into, Ordinary Shares, have exercised and will exercise their powers in accordance with their duties under all applicable laws and the articles of association of the Company in force at the relevant time, and that all such further meetings of the board of directors of the Company or any duly authorised and constituted committee of the board of directors of the Company which may be required in order validly to allot and issue any Ordinary Shares or to grant any rights to subscribe for, or convert any security into, Ordinary Shares will be duly convened and held and the requisite resolutions to give effect to each such allotment, issue or grant will be duly passed;
6.that each Company Plan has been validly adopted by the Company and each Subsidiary Plan has been validly adopted by the relevant subsidiary of the Company, and there is no reorganisation, and no other change to the group structure, of the Company and its subsidiaries after the date hereof;
7.that immediately prior to each allotment of Ordinary Shares or grant of rights to subscribe for, or convert any security into, Ordinary Shares, the directors of the Company have sufficient authorities and powers conferred upon them under section 551 of the Companies Act 2006 and under section 570 or section 571 of the Companies Act 2006 to allot and issue such Ordinary Shares or grant such rights to subscribe for, or convert any security into, Ordinary Shares in each case in compliance with Part 17 of the Companies Act 2006, and the directors of the Company shall not allot or issue (or purport to allot or issue) Ordinary Shares and shall not grant rights (or purport to grant rights) to subscribe for, or convert any security into, Ordinary Shares in excess of such authorities and powers or in breach of any other limitation on their ability duly and properly to allot and issue Ordinary Shares or grant rights to subscribe for, or convert any security into, Ordinary Shares;
8.each of the subsidiary shares will have been validly issued and fully paid and will be transferred to the Company in consideration for the allotment and issue by the Company of new Ordinary Shares; on the occasion of each transfer of subsidiary shares, the value of the subsidiary shares to be transferred will exceed the nominal value of the new Ordinary Shares to be issued by the
Company in consideration therefor; and, in respect of all such allotments and issues of new Ordinary Shares by the Company, the provisions of section 593 of the Companies Act 2006 will be complied with;
9.in connection with each allotment and issue of Ordinary Shares, or grant of rights to subscribe for, or convert any security into, Ordinary Shares (including pursuant to any Plan, in connection with the award of shares pursuant to any Plan or in connection with the acquisition of any subsidiary shares), the provisions of Chapter 4 of Part 10 and of Chapter 2 of Part 18 of the Companies Act 2006 will be complied with;
10.no dividend or distribution which constitutes an unlawful distribution pursuant to common law or the Companies Act 2006 has been or will be made by the Company;
11.none of the documents examined by us has been or will be amended or modified in any way, and there are and will be no other arrangements or course of dealings which modify, supersede or otherwise affect any of the terms thereof, and there are no unknown facts or circumstances which are not apparent from the face of the documents listed in Schedule 1 to this opinion which may affect the conclusions in this opinion, and the Company has not entered into any documents other than those referred to in this opinion or other arrangements which could affect the opinions expressed in this opinion;
12.the information revealed by our search of the entries shown on an online search at Companies House in England and Wales on 9 September 2025 with respect to the Company (the “Company Search”) was accurate and complete in all respects, included all relevant information which should properly have been submitted to the Registrar of Companies and has not since the time of such search been altered;
13.the information revealed by the results of a telephone search with the Insolvency and Companies List (formerly known as the Companies Court) in London of the Central Registry of Winding Up Petitions on 9 September 2025 with respect to the Company (the “Central Registry Search”) was accurate and complete in all respects, included all relevant information and has not since the time of such search been altered;
14.that insofar as any obligation under any Plan is performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction; and
15.that the name of each relevant allottee and the Ordinary Shares allotted are duly entered in the register of members of the Company and all filings required to be filed with the Registrar of Companies or otherwise in connection therewith or in connection with any grant of rights to subscribe for, or convert any security into, Ordinary Shares will be filed within, in each such case, the relevant time limits.
SCHEDULE 3
QUALIFICATIONS
Our opinion is subject to the following qualifications:
1.the Company Search is not capable of revealing conclusively whether or not, inter alia, (i) a winding-up order has been made or a resolution passed for the winding up of a company; or (ii) an administration order has been made; or (iii) a receiver, administrative receiver, administrator, liquidator or monitor has been appointed; or (iv) a court order has been made under the Cross-Border Insolvency Regulations 2006, since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the electronic records of the relevant company immediately. In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 or an application for a moratorium (or an extension to an existing moratorium) has been filed with the court;
2.the Central Registry Search relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court; (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order; and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted; and
3.this opinion is subject to all applicable laws relating to bankruptcy, insolvency, liquidation, administration, voluntary arrangement, scheme of arrangement, moratorium, reorganisation, rescheduling, fraudulent transfer, preference, transactions at undervalue or other laws of general application relating to or affecting the rights of creditors.
