424B5 1 tm2118538-2_424b5.htm 424B5 tm2118538-2_424b5 - none - 15.6830776s
The information in this preliminary prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 Filed Pursuant to Rule 424(b)(5)
 Registration No. 333-239328
SUBJECT TO COMPLETION, DATED June 9, 2021
See Annex A Attached Hereto for a Summary of Pricing Terms
PROSPECTUS SUPPLEMENT
(to Prospectus dated July 1, 2020)
12,500,000 Shares
    % Series A Mandatory Convertible Preferred Shares
This is a public offering of     % Series A Mandatory Convertible Preferred Shares, no par value (the “convertible preferred shares”), of Clarivate Plc, a public limited company incorporated under the laws of Jersey, Channel Islands.
Concurrently with this offering of convertible preferred shares and pursuant to a separate prospectus supplement, we are offering to the public a number of ordinary shares that will generate approximately $750.0 million of gross proceeds to us and $250.0 million of gross proceeds to certain shareholders (the “concurrent offering”). This offering is not contingent upon closing of the concurrent offering, or vice versa. The concurrent offering is being made by means of a separate prospectus supplement and accompanying prospectus, and nothing contained in this prospectus supplement shall constitute an offer to sell or a solicitation of an offer to buy any securities in the concurrent offering. See “Concurrent Offering.” We intend to use our net proceeds from this offering and the concurrent offering to finance a portion of the purchase price for the ProQuest acquisition, which we announced on May 17, 2021. This offering and the concurrent offering are not contingent on consummation of the ProQuest acquisition and will close prior to consummation of the ProQuest acquisition. The ProQuest acquisition may be delayed or may not occur. If the ProQuest acquisition is not consummated, we intend to use the net proceeds received by us from the offerings for general corporate purposes, which may, at our option, include redemption of the convertible preferred shares.
Dividends on our convertible preferred shares will be payable on a cumulative basis when, as and if declared by our board of directors, or an authorized committee of our board of directors, at an annual rate of    % of the liquidation preference of $100.00 per share. We may pay declared dividends in cash or, subject to certain limitations, in our ordinary shares, or in any combination of cash and ordinary shares, on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024. Each of our convertible preferred shares has a liquidation preference of $100.00.
Each of our convertible preferred shares will automatically convert on the second business day immediately following the last trading day (as defined herein) of the Settlement Period (as defined herein) into between            and            of our ordinary shares (respectively, the “Minimum Conversion Rate” and “Maximum Conversion Rate”), each subject to anti-dilution adjustments. The number of our ordinary shares issuable on conversion of the convertible preferred shares will be determined based on the Average VWAP (as defined herein) per ordinary share over the 30 consecutive trading day period (the “Settlement Period”) commencing on, and including, the 31st scheduled trading day immediately preceding June 1, 2024. At any time prior to June 1, 2024, holders may elect to convert each convertible preferred share into ordinary shares at the Minimum Conversion Rate. If you elect to convert any convertible preferred shares during a specified period beginning on the effective date of a Fundamental Change (as defined herein), such convertible preferred shares will be converted into ordinary shares at the Fundamental Change Conversion Rate (as defined herein), and you will also be entitled to receive a Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount (each as defined herein).
As described herein, we will have the option to redeem the convertible preferred shares, in whole but not in part, at the redemption amount set forth herein if consummation of the ProQuest acquisition has not occurred on or prior to November 8, 2021 or if, prior to such date, an Acquisition Termination Event (as defined herein) occurs. If we do not consummate the ProQuest acquisition, we may decide not to exercise our acquisition termination redemption option, in which case the net proceeds from this offering would be available for general corporate purposes. Accordingly, if you decide to purchase the convertible preferred shares in this offering, you should be willing to do so whether or not we complete the ProQuest acquisition.
Prior to this offering, there has been no public market for our convertible preferred shares. We intend to apply to list the convertible preferred shares on the New York Stock Exchange (“NYSE”) under the symbol “CLVT PR A.” Our ordinary shares are listed on NYSE under the symbol “CLVT.” On June 7, 2021, the closing price of the ordinary shares on NYSE was $33.53 per share. At that price, we would offer 22,368,028 ordinary shares in the concurrent offering. The actual number of ordinary shares to be offered in the concurrent offering will depend on the public offering price in the concurrent offering.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in our convertible preferred shares involves risks. See “Risk Factors” beginning on page S-26 of this prospectus supplement and “Risk Factors” beginning on page 21 of our Annual Report on Form 10-K/A for the year ended December 31, 2020, which is incorporated by reference herein.
Per Share
Total
Public offering price
$             $            
Underwriting discounts and commissions(1)
$ $
Proceeds, before expenses, to Clarivate
$ $
(1)
See “Underwriting” for a description of all compensation payable to the underwriters.
We have granted the underwriters the option to purchase up to an additional            convertible preferred shares within 30 days from the date of this prospectus supplement at the public offering price less underwriting discounts and commissions, solely to cover over-allotments.
The underwriters expect to deliver the convertible preferred shares to purchasers on or about June   , 2021 through the book-entry facilities of The Depository Trust Company.
Sole Global Coordinator and Joint Book-Running Manager
Citigroup
Joint Book-Running Managers
BofA Securities
RBC Capital Markets
Barclays
HSBC
J.P. Morgan
Financial Advisor to Clarivate
Evercore Partners
The date of this prospectus supplement is June   , 2021.

 
EXPLANATORY NOTE
The Company is filing this preliminary prospectus supplement to update the Company’s preliminary prospectus supplement filed on June 8, 2021 (the “Initial Preliminary Prospectus Supplement”) relating to the offering of the Company’s Series A Mandatory Convertible Preferred Shares (the “Offering”), solely for purposes of disclosing certain pricing terms applicable to the Offering and to the Company’s concurrent offering of ordinary shares, as set forth in Annex A hereto (the “Pricing Terms Annex”). Other than the inclusion of the Pricing Terms Annex, no changes have been made to the text of the Initial Preliminary Prospectus Supplement. The Pricing Terms Annex should be read together with this preliminary prospectus supplement, including the documents incorporated by reference herein, and the accompanying base prospectus.
Prior to purchasing the ordinary shares and the convertible preferred shares being sold in the offerings, on June 9, 2021, one of the underwriters for the ordinary share offering purchased, on behalf of the syndicate for the ordinary share offering, 1,500,000 ordinary shares at an average price of $27.25 per share in stabilizing transactions.
 
S-2

 
Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement or the accompanying prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take responsibility for, or can provide any assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriters are making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any document incorporated by reference herein or therein is accurate as of any date other than their respective dates.
For investors outside the United States:   Neither we nor the underwriters have done anything that would permit our offering or possession or distribution of this prospectus supplement and the accompanying prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of convertible preferred shares and the distribution of this prospectus supplement and the accompanying prospectus outside the United States.
TABLE OF CONTENTS
Prospectus Supplement
S-4
S-6
S-8
S-19
S-26
S-37
S-38
S-40
S-37
S-66
S-77
S-84
S-84
S-84
Prospectus
1
1
1
2
3
4
4
24
32
32
33
33
36
36
36
Annexes
A-1
 
S-3

 
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus (including the documents incorporated by reference herein and therein) includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the ProQuest acquisition, anticipated cost savings and synergies, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:

our ability to make, consummate and integrate acquisitions, including the ProQuest acquisition, and realize any expected benefits or effects of any acquisitions or the timing, final purchase price, costs associated with achieving synergies or integration or consummation of any acquisitions, including the ProQuest acquisition;

any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks;

our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions and changing regulatory requirements;

our loss of, or inability to attract and retain, key personnel;

our ability to comply with applicable data protection and privacy laws;

the effectiveness of our business continuity plans;

our dependence on third parties, including public sources, for data, information and other services, and our relationships with such third parties;

increased accessibility to free or relatively inexpensive information sources;

our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions;

our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this competition;

our ability to maintain high annual revenue renewal rates;

the strength of our brand and reputation;

our exposure to risk from the international scope of our operations, and our exposure to potentially adverse tax consequences from the international scope of our operations and our corporate and financing structure;

our substantial indebtedness, which could adversely affect our business, financial condition, and results of operations;

volatility in our earnings due to changes in the fair value of our outstanding warrants each period; and

other factors beyond our control.
 
S-4

 
The forward-looking statements contained in this prospectus supplement and the accompanying prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Annual Report on Form 10-K/A for the year ended December 31, 2020, and incorporated by reference herein. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
 
S-5

 
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in, or incorporated by reference in, this prospectus supplement and the accompanying prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus supplement, accompanying prospectus and other information incorporated by reference in this prospectus supplement and accompanying prospectus carefully, before deciding to invest in our convertible preferred shares as well as the underlying ordinary shares. Some of the statements contained or incorporated by reference in this prospectus supplement and accompanying prospectus constitute forward-looking statements that involve risks and uncertainties. See “Special Note on Forward-Looking Statementsfor more information.
The Company
We are a leading global information services and analytics company serving the scientific research, intellectual property and life sciences end-markets. We provide structured information and analytics to facilitate the discovery, protection and commercialization of scientific research, innovations and brands.
Clarivate Plc is organized under the laws of Jersey, Channel Islands. Our registered office is located at 4th Floor, St Paul’s Gate, 22-24 New Street, St. Helier, Jersey JE1 4TR. Our principal business offices are located at Friars House, 160 Blackfriars Road, London SE1 8EZ, United Kingdom, where our main telephone number is +44 207 433 4000. We maintain a website at www.clarivate.com. The information contained in or accessible through our website is not incorporated by reference in, and should not be considered part of, this prospectus supplement and the accompanying prospectus.
The terms “Clarivate,” the “Company,” “we,” “us” and “our” refer to Clarivate Plc.
Recent Developments
Agreement to Acquire ProQuest
On May 17, 2021, we announced our agreement to acquire ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, from Cambridge Information Group (“CIG”), Atairos and certain other equityholders for approximately $4.0 billion in cash, including the refinancing of approximately $1.0 billion of ProQuest debt, and 46,910,923 Clarivate ordinary shares, representing approximately 7% pro forma fully diluted ownership of Clarivate. We have obtained a $4.0 billion unsecured bridge facility from affiliates of the underwriters to provide certainty of funds in respect of the cash component of the purchase price. See “Underwriting.” Closing of the ProQuest acquisition is subject to customary conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Closing is expected to occur in the third quarter of 2021.
At closing, Andrew M. Snyder, Chairman and CEO of CIG, and Michael J. Angelakis, Chairman and CEO of Atairos, will be appointed to the Clarivate board of directors. Mr. Snyder will serve as Vice Chairman of the board.
Also at closing, Clarivate will enter into an amendment to its existing Registration Rights Agreement in order to provide the ProQuest seller group with rights to require Clarivate to register their ordinary shares for resale under the Securities Act of 1933, as amended (the “Securities Act”). Under the terms of the amendment, the ProQuest seller group will agree not to dispose of their Clarivate ordinary shares until the first anniversary of the closing date, subject to certain adjustments and exceptions, and CIG will further agree to extend these lock-up restrictions to half of its Clarivate ordinary shares until the second anniversary of the closing date.
Concurrent Offering
In the concurrent offering we are offering to the public a number of ordinary shares that will generate approximately $750.0 million of gross proceeds to us and $250.0 million of gross proceeds to certain shareholders. This offering is not contingent upon closing of the concurrent offering, or vice versa. The concurrent offering is being made by means of a separate prospectus supplement and
 
S-6

 
accompanying prospectus, and nothing contained in this prospectus supplement shall constitute an offer to sell or a solicitation of an offer to buy any securities in the concurrent offering. See “Concurrent Offering.”
We intend to use our net proceeds from this offering and the concurrent offering to finance a portion of the purchase price for the ProQuest acquisition. This offering and the concurrent offering are not contingent on consummation of our acquisition of ProQuest and will close prior to consummation of the ProQuest acquisition. The ProQuest acquisition may be delayed or may not occur. If the ProQuest acquisition is not consummated, we intend to use the net proceeds received by us from the offerings for general corporate purposes. However, if the ProQuest acquisition has not closed by November 8, 2021, is terminated any time prior thereto or we determine in our reasonable judgment that the ProQuest acquisition will not occur, we will have the right (but not the obligation) to redeem the convertible preferred shares. In addition, if the concurrent offering is not consummated or is reduced in size, we may incur additional indebtedness or borrow under our committed bridge facility to fund the remaining portion of the cash purchase price of the ProQuest acquisition. See “Use of Proceeds.”
 
S-7

 
THE OFFERING
This summary highlights certain terms of the offering but does not contain all information that may be important to you. We encourage you to read this prospectus supplement and the accompanying prospectus in their entirety before making an investment decision.
Convertible preferred shares offered by Clarivate
12,500,000    % Series A Mandatory Convertible Preferred Shares, no par value.
Option to purchase additional convertible preferred shares
We have granted the underwriters the option to purchase up to an additional          convertible preferred shares, within 30 days from the date of this prospectus supplement at the public offering price less underwriting discounts and commissions, solely to cover over-allotments.
Number of convertible preferred shares to be outstanding after this offering
12,500,000 shares (or          shares if the underwriters exercise their over-allotment option to purchase additional shares in full).
Concurrent offering
Concurrently with this offering of convertible preferred shares and pursuant to a separate prospectus supplement, we are offering to the public a number of ordinary shares that will generate approximately $750.0 million of gross proceeds to us and $250.0 million of gross proceeds to certain shareholders. The closing of this offering of convertible preferred shares is not contingent upon the closing of the concurrent offering, and the closing of the concurrent offering is not contingent upon the closing of this offering of convertible preferred shares. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any securities being offered in the concurrent offering. See “Concurrent Offering.”
Ordinary shares to be outstanding immediately after this offering and the concurrent offering
          ordinary shares (assuming full exercise of the underwriters’ option to purchase additional convertible preferred shares and conversion of the convertible preferred shares into the maximum possible number of ordinary shares).
Public offering price
$100.00 per convertible preferred share
Liquidation preference
$100.00 per convertible preferred share
Dividends
    % of the liquidation preference of $100.00 per convertible preferred share per year.
Dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the first original issue date of the convertible preferred shares, and, when, as and if our board of directors,
 
S-8

 
or an authorized committee thereof, declares a dividend payable with respect to the convertible preferred shares, we will pay such dividend in cash, by delivery of our ordinary shares or through any combination of cash and our ordinary shares, as determined by us in our sole discretion (subject to certain limitations); provided that any unpaid dividends will continue to accumulate.
If declared, dividends will be payable on the dividend payment dates (as described below) to holders of record at the close of business on the February 15, May 15, August 15 or November 15, as the case may be, immediately preceding the relevant dividend payment date of March 1, June 1, September 1 or December 1, as applicable (each a “Regular Record Date”), whether or not such holders early convert their convertible preferred shares, or such convertible preferred shares are automatically converted, after a Regular Record Date and on or prior to the immediately succeeding dividend payment date. The expected dividend payable on the first dividend payment date is approximately $      per convertible preferred share. Each subsequent dividend is expected to be $      per convertible preferred share. See “Description of Convertible Preferred Shares—Dividends.”
We will make each payment of a declared dividend on the convertible preferred shares in cash, except to the extent we elect to make all or any portion of such payment in our ordinary shares. If we elect to make any payment of a declared dividend, or any portion thereof, in our ordinary shares, such shares shall be valued for such purpose at the Average VWAP per ordinary share (as defined under “Description of Convertible Preferred Shares—Mandatory Conversion—Definitions”) over the five consecutive trading day period ending on, and including, the trading day immediately preceding the applicable dividend payment date, or the “Average Price,” multiplied by 97%. Notwithstanding the foregoing, in no event will the number of our ordinary shares delivered in connection with any declared dividend, including any declared dividend payable in connection with a conversion, exceed a number equal to the declared dividend divided by $      , which amount represents approximately 35% of the Initial Price (as defined below) (subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as described below) (such dollar amount, as adjusted, the “Floor Price”). To the extent that the amount of the declared dividend exceeds the product of the number of ordinary shares delivered
 
S-9

 
in connection with such declared dividend and 97% of the Average Price, we will, if we are able to do so under applicable Jersey law, notwithstanding any notice by us to the contrary, pay such excess amount in cash. To the extent that we are not able to pay such excess amount in cash under applicable Jersey law, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.
The “Initial Price” is calculated by dividing $100.00 by the Maximum Conversion Rate of           ordinary shares, and initially is approximately equal to the per share public offering price of our ordinary shares in the concurrent offering (or, if such concurrent offering does not price, the closing price of our ordinary shares on June          , 2021). The closing price of our ordinary shares on NYSE on June 7, 2021 is set forth on the cover page.
Dividend payment dates
March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024.
Acquisition Termination Redemption
If the ProQuest acquisition has not closed on or prior to 5:00 p.m., New York City time, on November 8, 2021 or if the ProQuest acquisition agreement is terminated any time prior thereto or we determine in our reasonable judgment that the ProQuest acquisition will not occur, we may, at our option, give notice of acquisition termination redemption to the holders of the convertible preferred shares. If we provide such notice, then, on the Acquisition Termination Redemption Date (as defined herein), we will redeem the convertible preferred shares, in whole but not in part, at a redemption amount per convertible preferred share equal to the Acquisition Termination Make-whole Amount (as described herein).
Mandatory Conversion Date
The second business day immediately following the last trading day of the Settlement Period (as defined herein). The Mandatory Conversion Date is expected to be June 1, 2024.
Mandatory conversion
Upon conversion on the Mandatory Conversion Date, each outstanding convertible preferred share, unless previously converted or redeemed, will automatically convert into a number of our ordinary shares equal to not more than          ordinary shares, or the “Maximum Conversion Rate,” and not less than          ordinary shares, or the “Minimum Conversion Rate,” in each case, depending on the Applicable Market Value of our
 
S-10

 
ordinary shares, as described below, and subject to certain anti-dilution adjustments.
The “Applicable Market Value” of our ordinary shares is the Average VWAP per ordinary share over the 30 consecutive trading day period commencing on, and including, the 31st scheduled trading day immediately preceding June 1, 2024, or the “Settlement Period.” The conversion rate will be calculated as described under “Description of Convertible Preferred Shares—Mandatory Conversion,” and the following table illustrates the conversion rate per convertible preferred share, subject to certain anti-dilution adjustments.
Assumed Applicable
Market Value of our
ordinary shares
Conversion rate (number of
our ordinary shares
issuable upon conversion
of each convertible
preferred share)
Greater than the Threshold Appreciation Price        ordinary shares
Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Between      and
      ordinary shares, determined by dividing $100.00 by the Applicable Market Value
Less than the Initial Price        ordinary shares
The “Threshold Appreciation Price” is calculated by dividing $100.00 by the Minimum Conversion Rate of          ordinary shares, and initially is approximately equal to $      , which represents an approximately    % appreciation over the Initial Price. If, on or prior to June 1, 2024, we have not declared all or any portion of the accumulated and unpaid dividends on the convertible preferred shares, the conversion rate will be adjusted so that holders receive upon conversion of the convertible preferred shares on the Mandatory Conversion Date an additional number of our ordinary shares equal to (i) the amount of such accumulated and unpaid dividends that have not been declared (such amount, the “Additional Conversion Amount”), divided by (ii) the greater of (A) the Floor Price and (B) 97% of the Average Price (calculated using June 1, 2024 as the applicable dividend payment date). To the extent that the Additional Conversion Amount exceeds the product of the number of additional ordinary shares and 97% of such Average Price, we will, if we are able to do so under applicable Jersey law, pay such excess amount in cash pro rata to the holders of the convertible preferred
 
S-11

 
shares. To the extent that we are not able to pay such excess amount in cash under applicable Jersey law, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.
Early conversion at the option of the
holder
Other than during a Fundamental Change Conversion Period (as defined herein), at any time prior to June 1, 2024, holders of the convertible preferred shares have the right to elect to convert their convertible preferred shares, in whole or in part (but in no event less than one convertible preferred share), at the Minimum Conversion Rate as described under “Description of Convertible Preferred Shares—Early Conversion at the Option of the Holder.” This Minimum Conversion Rate is subject to certain anti-dilution adjustments.
If, as of the conversion date of any early conversion, or the “Early Conversion Date,” we have not declared all or any portion of the accumulated and unpaid dividends for all full dividend periods ending on or before the dividend payment date immediately prior to such Early Conversion Date, the conversion rate for such early conversion will be adjusted so that holders converting their convertible preferred shares at such time receive upon early conversion of the convertible preferred shares an additional number of our ordinary shares equal to such amount of accumulated and unpaid dividends that have not been declared for such full dividend periods, or the “Early Conversion Additional Conversion Amount,” divided by the greater of (i) the Floor Price and (ii) the Average VWAP per ordinary share over the 30 consecutive trading day period commencing on and including the 31st scheduled trading day immediately preceding the Early Conversion Date, or the “Early Conversion Average Price.” To the extent that the Early Conversion Additional Conversion Amount exceeds the product of such number of additional shares and the Early Conversion Average Price, we will not have any obligation to pay the shortfall in cash or to deliver ordinary shares in respect of such shortfall.
Conversion at the option of the holder upon a Fundamental Change; Fundamental Change Dividend Make-Whole Amount
If a “Fundamental Change” ​(as defined under “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”) occurs on or prior to June 1, 2024, holders of the convertible preferred shares will have the right, during the Fundamental Change Conversion Period (as
 
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defined under “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”), to convert their convertible preferred shares, in whole or in part (but in no event less than one convertible preferred share), into ordinary shares (as described in “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”) at the “Fundamental Change Conversion Rate.” The Fundamental Change Conversion Rate will be determined based on the effective date of the Fundamental Change and the price paid (or deemed paid) per ordinary share in such Fundamental Change.
Holders who convert their convertible preferred shares during the Fundamental Change Conversion Period will also receive a “Fundamental Change Dividend Make-whole Amount” equal to the present value (computed using a discount rate of    % per annum) of all remaining dividend payments on their convertible preferred shares (excluding any Accumulated Dividend Amount (as defined under “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount—Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount”)) from and including such effective date to, but excluding, June 1, 2024. We may elect to pay the Fundamental Change Dividend Make-whole Amount in cash, ordinary shares or a combination thereof. If we elect to pay the Fundamental Change Dividend Make-whole Amount in ordinary shares in lieu of cash, the number of ordinary shares that we will deliver will equal (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 97% of the price paid, or deemed paid, per ordinary share in the Fundamental Change.
In addition, to the extent that the Accumulated Dividend Amount exists as of the effective date of the Fundamental Change, holders who convert their convertible preferred shares within the Fundamental Change Conversion Period will be entitled to receive, upon conversion, such Accumulated Dividend Amount in cash (to the extent we are legally permitted to do so), ordinary shares or any combination thereof, at our election. If we elect to pay the Accumulated Dividend Amount in ordinary shares in lieu of
 
S-13

 
cash, the number of ordinary shares that we will deliver will equal (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the price paid, or deemed paid, per ordinary share in the transaction resulting in such Fundamental Change.
To the extent that the sum of the Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount or any portion thereof paid by delivering ordinary shares exceeds the product of the number of additional shares we deliver in respect thereof and 97% of the price paid or deemed paid per ordinary share in the transaction resulting in the relevant Fundamental Change, we will, if we are able to do so under applicable Jersey law, pay such excess amount in cash. To the extent that we are not able to pay such excess amount in cash under applicable Jersey law, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.
However, if we are prohibited from paying or delivering, as the case may be, the Fundamental Change Dividend Make-whole Amount (whether in cash or in ordinary shares), in whole or in part, due to limitations of applicable Jersey law, the Fundamental Change Conversion Rate will instead be increased by a number of ordinary shares equal to the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-whole Amount, divided by the greater of (i) the Floor Price and (ii) 97% of the price paid (or deemed paid) per ordinary share in the Fundamental Change. To the extent that the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-whole Amount exceeds the product of such number of additional shares and 97% of the price paid (or deemed paid) per ordinary share in the Fundamental Change, we will not have any obligation to pay the shortfall in cash.
See “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount—Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount.”
Voting rights of convertible preferred
shares
Except as specifically required by applicable Jersey law or by our amended and restated memorandum and articles of association from time to time, the holders of convertible preferred shares will have no voting rights.
 
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Whenever dividends on any convertible preferred shares have not been declared and paid for the equivalent of six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date of the convertible preferred shares and ending on, but excluding, September 1, 2021), whether or not for consecutive dividend periods, the holders of the convertible preferred shares, voting together as a single class with holders of any and all other series of preferred shares ranking equally with the convertible preferred shares and having similar voting rights, will be entitled, at our next annual meeting of shareholders or at a special meeting of shareholders, to vote for the election of a total of two additional members of our board of directors, subject to certain limitations described herein.
So long as any convertible preferred shares remain outstanding, we will not, without the affirmative vote or consent of the holders of at least two-thirds in voting power of the outstanding convertible preferred shares, voting as a separate class, (i) issue, authorize, create, or increase the authorized amount of, any Senior Shares (as defined below), (ii) amend, alter or repeal the provisions of our amended and restated memorandum and articles of association or the statement of rights with respect to the convertible preferred shares so as to materially and adversely affect the special rights, preferences, privileges or voting powers of the convertible preferred shares or (iii) consummate a binding share exchange or reclassification involving the convertible preferred shares or a merger or consolidation of us with another entity unless the convertible preferred shares remain outstanding or are converted into or exchanged for preference securities with terms not materially less favorable to holders, taken as a whole, in each case, subject to certain limitations described herein.
See “Description of Convertible Preferred Shares—Voting Rights.”
Ranking
The convertible preferred shares, with respect to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, as applicable, will rank:

senior to (i) our ordinary shares and (ii) each other class or series of our share capital established after the first original issue date of the convertible preferred shares, the terms of which do not expressly provide that such class or series ranks either (x) senior to the
 
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convertible preferred shares as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution or (y) on parity with the convertible preferred shares as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution, in each case without regard to whether dividends accrue cumulatively or non-cumulatively;

on parity with any class or series of our share capital established after the first original issue date of the convertible preferred shares the terms of which expressly provide that such class or series will rank on parity with the convertible preferred shares as to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, in each case without regard to whether dividends accrue cumulatively or non-cumulatively;

junior to each class or series of our share capital established after the first original issue date of the convertible preferred shares the terms of which expressly provide that such class or series will rank senior to the convertible preferred shares as to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, in each case without regard to whether dividends accrue cumulatively or non-cumulatively; and

junior to our and our subsidiaries’ existing and future indebtedness.
In addition, with respect to dividend rights and distribution rights upon our liquidation, winding-up or dissolution, the convertible preferred shares will be structurally subordinated to existing and future indebtedness and other obligations of each of our subsidiaries. For information concerning the ranking of the convertible preferred shares, see “Description of Convertible Preferred Shares—Ranking.”
As of March 31, 2021, we had total outstanding indebtedness of approximately $3.5 billion, and no outstanding preferred shares. Assuming we raise aggregate gross proceeds of $2.0 billion in this offering and the concurrent offering, we expect to incur an additional approximately $2.0 billion in debt in order to finance the ProQuest acquisition. We have the ability to, and may, incur additional indebtedness in the future.
Use of proceeds
We expect to receive approximately $1.2 billion in net proceeds from our sale of convertible preferred shares in this offering, or approximately $          if the underwriters exercise in full
 
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their option to purchase additional convertible preferred shares, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use our net proceeds from this offering and the concurrent offering to finance a portion of the purchase price for the ProQuest acquisition. This offering and the concurrent offering are not contingent on consummation of our acquisition of ProQuest and will close prior to consummation of the ProQuest acquisition. The ProQuest acquisition may be delayed or may not occur. If the ProQuest acquisition is not consummated, we intend to use the net proceeds received by us from the offerings for general corporate purposes. See “Use of Proceeds.” However, if the ProQuest acquisition has not closed by November 8, 2021, the ProQuest acquisition agreement is terminated any time prior thereto or we determine in our reasonable judgment that the ProQuest acquisition will not occur, we will have the right, but not the obligation, to redeem the convertible preferred shares.
U.S. Federal Income Tax Considerations
The material U.S. federal income tax considerations of owning and disposing of the convertible preferred shares and any ordinary shares received upon conversion thereof are described in “Tax Considerations—U.S. Federal Income Tax Considerations.”
Listing
We intend to apply to list the convertible preferred shares on NYSE under the symbol “CLVT PR A.” Our ordinary shares are listed on NYSE under the symbol “CLVT.”
Lock-up agreements
We, the members of our board of directors, our executive officers and certain shareholders have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any ordinary shares or securities convertible into or exchangeable or exercisable for ordinary shares during the 45-day period following the date of this prospectus supplement, subject to customary exclusions including that we may consummate the concurrent offering. In addition, for certain of our other shareholders, we have agreed not to waive their lock-up restrictions under our investor rights agreement during the 45-day period following the date of this prospectus supplement. We intend to file a “shelf” registration statement on Form S-3 with the SEC shortly after completion of this offering, but this registration statement, once declared effective, would not be made available under the current terms of the lock-up agreements for the issuance or resale of any
 
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securities that are subject to these lock-up agreements while they remain in effect. See “Underwriting.”
Transfer Agent, Registrar and Conversion and Dividend Disbursing Agent
Continental Stock Transfer & Trust Company is the transfer agent, registrar, conversion agent and dividend disbursement agent for the convertible preferred shares.
Risk factors
See “Risk Factors” and the other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider before deciding to invest in our convertible preferred shares.
The number of ordinary shares to be outstanding after this offering is based on 612,071,684 ordinary shares outstanding as of June 2, 2021, and excludes, except where indicated:

6,158,446 ordinary shares issuable upon the exercise of options outstanding under our 2019 Incentive Award Plan as of June 2, 2021 which are exercisable at various prices ranging from $6.61 to $37.48 per ordinary share;

3,281,011 ordinary shares underlying restricted stock units that were granted under our 2019 Incentive Award Plan as of June 2, 2021;

1,401,043 ordinary shares underlying performance stock units that were granted under our 2019 Incentive Award Plan as of June 2, 2021;

17,813,826 ordinary shares issuable upon exercise of outstanding warrants at an exercise price of $11.50 per ordinary share as of June 2, 2021;

46,910,923 ordinary shares to be issued to the ProQuest sellers on consummation of the ProQuest acquisition; and

         ordinary shares to be reserved for issuance upon conversion of the convertible preferred shares being offered by us in this offering.
Unless otherwise indicated, all information in this prospectus supplement assumes no exercise by the underwriters of their options to purchase additional convertible preferred shares or ordinary shares in this offering or the concurrent offering.
 
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SUMMARY HISTORICAL, COMBINED PRO FORMA AND OTHER FINANCIAL INFORMATION
The summary historical, combined pro forma and other financial information set forth below has been derived from:

our audited consolidated financial statements as of and for the years ended December 31, 2020, 2019 and 2018, and unaudited interim consolidated financial statements as of and for the three months ended March 31, 2021 and 2020, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and incorporated by reference into this prospectus supplement, and

our combined pro forma financial information as of and for the year ended December 31, 2020 and the three months ended March 31, 2021, also incorporated by reference into this prospectus supplement.
In the opinion of management, the interim financial statements and interim combined pro forma financial information reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results and information for the interim periods covered thereby. The results of operations for any interim period are not necessarily indicative of the results to be expected for a full year or any future period.
The combined pro forma financial information is presented in this prospectus supplement subject to the detailed bases, explanations and assumptions incorporated herein by reference to our Current Report on Form 8-K filed on June 8, 2021 and should be read in conjunction therewith. The combined pro forma financial information is not necessarily indicative of what our results of operations would have been if the ProQuest and other acquisitions described therein had been consummated on January 1, 2020 or of the results to be expected for any future period.
The other information set forth below includes the non-GAAP financial measures Adjusted revenue, Adjusted EBITDA and Adjusted EBITDA margin. Non-GAAP financial measures are not presentations made in accordance with GAAP and are presented only as a supplement to our financial statements based on GAAP. Non-GAAP financial measures are provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures is a recognized term under GAAP. They are not measures of financial condition or liquidity, and should not be considered as alternatives to results of operations for the relevant period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, results of operations or other financial measures calculated or determined in accordance with GAAP. We use non-GAAP financial measures in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies like us. These measures can be useful in evaluating our performance against our peers, although non-GAAP measures have limitations as analytical tools because, among other things, companies do not use identical calculations and our non-GAAP financial measures may not be comparable to other companies’ similarly titled measures. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all.
Amounts in tables may not sum due to rounding.
 
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Summary Historical Financial Information
Year Ended
December 31,
Three Months Ended
March 31,
2020
2019
2018
2021
2020
(audited)
(unaudited)
(in millions)
Revenues, net
$ 1,254.0 $ 974.3 $ 968.5 $ 428.4 $ 240.6
Operating costs and expenses
Cost of revenues
(429.3) (352.0) (430.3) (138.7) (82.7)
Selling, general and administrative costs
(523.6) (475.0) (413.0) (111.3) (133.1)
Depreciation
(12.7) (9.2) (9.4) (3.3) (2.3)
Amortization
(290.4) (191.4) (227.8) (128.3) (49.1)
Impairment on assets held for sale
(18.4)
Restructuring and impairment
(47.6) (15.7) (64.7) (7.8)
Other operating income (expense), net
52.4 4.8 6.4 (16.2) 6.0
Total operating expenses
(1,251.2) (1,056.8) (1,074.2) (462.6) (268.9)
Income (loss) from operations
2.8 (82.5) (105.7) (34.2) (28.3)
Mark to market adjustment on financial
instruments
(205.1) (47.7) 51.2 (55.6)
Legal settlement
39.4
Income (loss) before interest expense and income tax
(202.3) (90.7) (105.7) 17.0 (83.9)
Interest expense and amortization of debt discount, net
(111.9) (157.7) (130.8) (37.4) (30.9)
Loss before income tax
(314.2) (248.4) (236.5) (20.4) (114.9)
Benefit (provision) for income taxes
2.3 (10.2) (5.6) (3.6) (14.8)
Net loss
$ (311.9) $ (258.6) $ (242.2) $ (24.0) $ (129.6)
Per share
Basic and diluted
$ (0.73) $ (0.94) $ (1.11) $ (0.04) $ (0.38)
Weighted-average ordinary
shares outstanding
Basic and diluted
428,600,690 273,883,342 217,472,870 608,598,235 343,129,833
 
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Summary Combined Pro Forma Financial Information
Year Ended
December 31, 2020
Three Months Ended
March 31, 2021
(in millions)
Revenues, net
$ 2,495.8 $ 647.9
Operating costs and expenses
Cost of revenues
(911.6) (222.7)
Selling, general and administrative costs
(1,176.1) (189.5)
Depreciation
(31.7) (6.8)
Amortization
(654.2) (173.9)
Restructuring and impairment
(53.5) (64.7)
Other operating income (expense), net
31.7
Total operating expenses
(2,795.4) (657.7)
Income (loss) from operations
(299.6) (9.8)
Mark to market adjustment on financial instruments
(205.1) 51.2
Legal settlement
(0.8)
Income (loss) before interest expense and income tax
(505.4) 41.4
Interest expense, (net)
(267.6) (63.6)
Loss before income tax
(773.0) (22.2)
Provision (benefit) for income taxes
28.3 (6.0)
Net income (loss)
$ (744.7) $ (28.2)
Other Financial Information
Year Ended
December 31,
Three Months Ended
March 31,
2020
2019
2018
2021
2020
(in millions)
Adjusted revenues(1)
$ 1,277.1 $ 974.8 $ 951.2 $ 431.5 $ 242.5
Adjusted EBITDA(2)
486.6 294.1 272.9 164.8 78.2
Adjusted EBITDA margin(3)
38.1% 30.2% 28.7% 38.2% 32.2%
Capital expenditures
107.7 69.8 45.4 33.0 19.4
(1)
Adjusted revenues normalizes for the impact of purchase accounting adjustments to deferred revenues and the impact of divestments. The following table reconciles net revenues to Adjusted revenues for the periods presented:
Year Ended
December 31,
Three Months Ended
March 31,
2020
2019
2018
2021
2020
(in millions)
Revenues, net
$ 1,254.0 $ 974.3 $ 968.5 $ 428.4 $ 240.6
Deferred revenues adjustment(a)
23.1 0.4 3.2 3.0 1.9
IPM product line(b)
(20.4)
Adjusted revenues
1,277.1 974.8 951.2 431.5 242.5
(a)
Reflects the deferred revenues adjustment made as a result of purchase accounting.
 
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(b)
Reflects the revenue generated by the IPM product line for the year ended December 31, 2018. We sold the IPM product line in October 2018.
(2)
Adjusted EBITDA represents net (loss) income before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains/(losses), costs associated with the transition services agreement with Thomson Reuters, which we entered into in connection with our separation from Thomson Reuters in 2016, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, costs related to our merger with Churchill Capital Corp in 2019, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash, legal settlements, mark-to-market adjustments on financial instruments and other items that are included in net income for the period that we do not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. The following table reconciles loss from operations to Adjusted EBITDA for the periods presented:
Year Ended
December 31,
Three Months Ended
March 31,
2020
2019
2018
2021
2020
(in millions)
Net loss
$ (311.9) $ (258.6) $ (242.2) $ (24.0) $ (129.6)
Provision for income taxes
(2.3) 10.2 5.6 3.6 14.8
Depreciation and amortization
303.2 200.5 237.2 131.7 51.4
Interest expense and amortization of debt discount, net
111.9 157.7 130.8 37.4 30.9
Transition services agreement costs(a)
0.7 10.5 55.8 1.6
Transition, transformation and integration
expense(b)
3.4 24.4 69.2 2.2
Deferred revenues adjustment(c)
23.1 0.4 3.2 3.0 1.9
Transaction related costs(d)
97.5 46.2 2.5 (26.6) 26.7
Share-based compensation expense
41.7 51.4 13.7 10.7 17.5
Gain on sale of Techstreet
(28.1)
Gain on sale of IPM product line
(36.1)
IPM adjusted operating margin
(5.9)
Tax indemnity asset
33.8
Restructuring and impairment(e)
47.6 15.7 64.7 7.8
Mark-to-market adjustment on financial
instruments(f)
205.1 47.7 (51.2) 55.6
Legal settlement
(39.4)
Impairment on assets held for sale
18.4
Other(g) (5.2) 9.0 5.2 15.6 (2.5)
Adjusted EBITDA
486.6 294.1 272.9 164.8 78.2
Adjusted EBITDA margin
38.1% 30.2% 28.7% 38.2% 32.2%
(a)
In 2020, this is related to a new transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor.
(b)
Includes costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and
 
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severance expenses relating to our standalone company infrastructure, which are recorded in transition, integration, and other line-items of our income statement, as well as expenses related to the restructuring and transformation of our business following our separation from Thomson Reuters in 2016, mainly related to the integration of separate business units into one functional organization and enhancements in our technology.
(c)
Reflects the deferred revenues adjustment as a result of purchase accounting.
(d)
Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. This also includes the mark-to-market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions, as well as the mark-to-market adjustment associated with the CPA phantom share liability plan.
(e)
Reflects costs related to restructuring and impairment associated with the acquisition of DRG and CPA Global in 2020. This also includes costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two segments.
(f)
Reflects mark-to-market adjustments on financial instruments under Accounting Standards Codification 815, Derivatives and Hedging (ASC 815). Warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.
(g)
Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance.
(3)
Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Adjusted revenues.
 
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Summary of Risk Factors
Please see our existing risk factors, incorporated by reference herein, for important details regarding the risk factors summarized below:

We may not consummate the ProQuest acquisition, and this offering is not conditioned on consummation of the ProQuest acquisition.

We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating such acquisitions may exceed our expectations.

Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could adversely impact our business.

You will bear the risk of a decline in the market price of our ordinary shares between the pricing date for the convertible preferred shares and the Mandatory Conversion Date.

Purchasers of our convertible preferred shares may not realize any or all of the benefit of an increase in the market price of our ordinary shares. The opportunity for equity appreciation provided by your investment in the convertible preferred shares is less than that provided by a direct investment in our ordinary shares.

The market price of our ordinary shares has been and could remain volatile and will directly affect the market price for our convertible preferred shares.

The convertible preferred shares are subject to redemption in whole, but not in part, at our option if the ProQuest acquisition is not consummated on or prior to the close of business on November 8, 2021 or if an Acquisition Termination Event occurs.

The adjustment to the conversion rate and the payment of the Fundamental Change Dividend Make-whole Amount upon the occurrence of certain Fundamental Changes may not adequately compensate you for the lost option value and lost dividends as a result of early conversion upon a Fundamental Change.

The Fixed Conversion Rates of the convertible preferred shares may not be adjusted for all dilutive events that may adversely affect the market price of the convertible preferred shares or the ordinary shares issuable upon conversion of the convertible preferred shares.

Regulatory actions may adversely affect the trading price and liquidity of the convertible preferred shares.

You will have no rights with respect to our ordinary shares until the convertible preferred shares are converted, but you may be adversely affected by certain changes made with respect to our ordinary shares.

You will have no voting rights with respect to the convertible preferred shares except under limited circumstances.

The convertible preferred shares will rank junior to all of our and our subsidiaries’ consolidated liabilities.

Our ability to declare and pay dividends on our share capital, including the convertible preferred shares may be limited.

You may be subject to tax upon an adjustment to the conversion rate of the convertible preferred shares or upon a distribution paid in ordinary shares even though you do not receive a corresponding cash distribution.

Certain rights of the holders of the convertible preferred shares could delay or prevent an otherwise beneficial takeover or takeover attempt of us and, therefore, the ability of holders of convertible preferred shares to exercise their rights associated with a potential Fundamental Change.
 
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An active trading market for the convertible preferred shares does not exist and may not develop.

If our products and services do not maintain and/or achieve broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions and changing regulatory requirements, our revenues could be adversely affected.

The loss of, or the inability to attract and retain, key personnel could impair our future success.

Our collection, storage and use of personal data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action.

Our business continuity plans may not be effective against events that may adversely impact our business.

We are dependent on third parties, including public sources, for data, information and other services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations.

Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.

We operate in a highly competitive industry and we may be adversely affected by competition and other changes in our markets.

We generate a significant percentage of our revenues from recurring subscription-based arrangements and highly predictable re-occurring transactional arrangements. If we are unable to maintain a high annual revenue renewal rate, our results of operations could be adversely affected.

Our brand and reputation are key assets and competitive advantages of our company and our business may be affected by how we are perceived in the marketplace.

The international scope of our operations may expose us to increased risk, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences.

We rely upon a third party cloud computing service to support our operations, and any disruption of or interference with our use of such service or material change to our arrangement with this provider could adversely affect our business.

If governments or their agencies reduce their demand for our products or services or discontinue or curtail their funding, our business may suffer. Moreover, if we fail to comply with government contracting regulations, we could suffer a loss of revenues or incur price adjustments or other penalties.

Actions by governments that restrict access to our platform in their countries could substantially harm our business and financial results.

We may face IP infringement claims that could be costly to defend and result in our loss of significant rights.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

Our indebtedness could adversely affect our business, financial condition, and results of operations.

Our outstanding warrants are accounted for as liabilities and are recorded at fair value with changes in fair value each period reported in earnings, which may cause volatility in our earnings and thus may have an adverse effect on the market price of our ordinary shares.
 
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RISK FACTORS
Before making an investment decision, you should carefully consider the risks described below, as well as those described under “Risk Factors” in our Annual Report on Form 10-K/A for the year ended December 31, 2020, together with all of the other information appearing or incorporated by reference in this prospectus supplement and the accompanying prospectus, in light of your particular investment objectives and financial circumstances.
Risks Related to the ProQuest Acquisition
We may not consummate the ProQuest acquisition, and this offering is not conditioned on consummation of the ProQuest acquisition.
If the ProQuest acquisition is consummated, we intend to use the net proceeds from this offering to fund a portion of the cash consideration for the ProQuest acquisition and to pay related fees and expenses. See “Summary—Recent Developments—Agreement to Acquire ProQuest” and “Use of Proceeds.” However, neither this offering nor the concurrent offering is conditioned upon consummation of the ProQuest acquisition. Because the ProQuest acquisition is subject to the satisfaction or waiver of customary closing conditions and regulatory approvals, we cannot assure you that the ProQuest acquisition will be consummated in the anticipated time frame or at all.
If one or more of the closing conditions are not satisfied, the ProQuest acquisition may not be completed. Some of these conditions are beyond our control, and we may elect not to take actions necessary to satisfy these conditions or to ensure that the transaction is not otherwise terminated. We and the sellers also have the right to terminate the ProQuest acquisition agreement under certain specified circumstances.
Because this offering is not conditioned upon consummation of the ProQuest acquisition, upon the closing of this offering, you will become a holder of our securities regardless of whether the ProQuest acquisition is consummated, delayed or terminated. If the ProQuest acquisition is delayed, terminated or consummated on terms different than those described herein, the market price of our securities may decline to the extent that the price of our securities reflects a market assumption that the ProQuest acquisition will be consummated. Further, a failed transaction may result in negative publicity or a negative impression of us in the investment community and may affect our relationships with our business partners as well as the market price of our securities.
We may not be able to achieve the expected benefits of the ProQuest acquisition, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating ProQuest may exceed our expectations.
If we consummate the ProQuest acquisition, we may not be able to achieve the expected benefits of the ProQuest acquisition, including anticipated revenue and cost synergies. There can be no assurance that the ProQuest acquisition will be beneficial to us. We may not succeed in cross-selling our other products and services to ProQuest’s customer base, or in cross-selling ProQuest’s products and services to our existing customer base. Moreover, we may not be able to integrate the assets acquired in the ProQuest acquisition or achieve our expected cost synergies without increases in costs or other difficulties. The integration process may be complex, costly and time-consuming. We expect to incur expenses in connection with the integration of the ProQuest acquisition. While it is anticipated that certain expenses will be incurred to achieve operational synergies, such expenses are difficult to estimate accurately, and may exceed current estimates. Accordingly, the benefits from the ProQuest acquisition may be offset by costs incurred or delays in integrating the businesses. Any unexpected costs or delays incurred in connection with the integration of the ProQuest acquisition could have an adverse effect on our business, results of operations, financial condition and prospects, as well as the trading price of our securities.
The overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships, and diversion of management’s attention. In addition, even if the operations of our business and ProQuest’s business are integrated successfully, we may not realize the full benefits of the ProQuest acquisition, including the synergies, cost
 
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savings or sales or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all. Furthermore, additional unanticipated costs may be incurred in the integration of the businesses.
In addition, we will be required to devote significant management attention and resources to integrating ProQuest’s business practices and operations with our existing business practices and operations. The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the ProQuest acquisition. We expect to incur additional expenses for the purpose of addressing these integration requirements, and those expenses may be significant.
The market price of our securities may decline as a result of the ProQuest acquisition if, among other things, the integration of the entities to be acquired in the ProQuest acquisition is unsuccessful, if we fail to realize the anticipated cost or revenue synergies, or if the related liabilities, expenses or transaction costs are greater than expected. The market price of our securities may decline if we do not achieve the perceived benefits of the ProQuest acquisition as rapidly or to the extent anticipated by us or by securities market participants or if the effect of the ProQuest acquisition on our business, results of operations or financial condition or prospects is not consistent with our expectations or those of securities market participants. Furthermore, the ProQuest acquisition may subject us to new types of risks to which we were not previously exposed.
We have a high level of indebtedness and will incur more debt in order to finance the ProQuest acquisition.
We had approximately $3.5 billion of long-term debt as of March 31, 2021 and, assuming we raise aggregate gross proceeds of $2.0 billion in this offering and the concurrent offering, we expect to incur an additional approximately $2.0 billion in debt in order to finance the ProQuest acquisition. If we raise less in this offering and the concurrent offering, we expect to incur additional long-term debt in order to finance the ProQuest acquisition.See “Capitalization.” Our high level of indebtedness could have important consequences to our investors, including, but not limited to:

increasing vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;

requiring the dedication of a substantial portion of cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes;

limiting flexibility in planning for, or reacting to, changes in our business and the competitive environment;

depending on the terms of the debt financing we obtain, further limiting our ability to make investments, distributions or make acquisitions; and

limiting our ability to borrow additional funds and increasing the cost of any such borrowing.
Risks Related to the Convertible Preferred Shares and this Offering
You will bear the risk of a decline in the market price of our ordinary shares between the pricing date for the convertible preferred shares and the Mandatory Conversion Date.
The number of our ordinary shares that you will receive upon mandatory conversion of the convertible preferred shares is not fixed but instead will depend on the Applicable Market Value of our ordinary shares, which is the Average VWAP per ordinary share over the Settlement Period, which is the 30 consecutive Trading Day period beginning on, and including, the 31st Scheduled Trading Day immediately preceding June 1, 2024. The aggregate market value of the ordinary shares that you would receive upon mandatory conversion may be less than the aggregate Liquidation Preference of the convertible preferred shares. Specifically, if the Applicable Market Value of our ordinary shares is less than the Initial Price, which is calculated by dividing $100.00 by the Maximum Conversion Rate of
 
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                 ordinary shares (and initially is approximately equal to the per share public offering price of our ordinary shares in the concurrent offering of our ordinary shares (or, if such concurrent offering does not price, the closing price of our ordinary shares on June      , 2021)), the market value of our ordinary shares that you would receive upon mandatory conversion of each convertible preferred share will be less than the $100.00 liquidation preference per convertible preferred share, and an investment in the convertible preferred shares would result in a loss. Accordingly, you will bear the risk of a decline in the market price of our ordinary shares. Any such decline could be substantial.
In addition, because the number of shares delivered to you upon mandatory conversion will be based upon the Applicable Market Value, the ordinary shares you receive upon mandatory conversion may be worth less than the ordinary shares you would have received had the Applicable Market Value been equal to the VWAP per ordinary share on the Mandatory Conversion Date or the Average VWAP of our ordinary shares over a different period of days.
Purchasers of our convertible preferred shares may not realize any or all of the benefit of an increase in the market price of our ordinary shares. The opportunity for equity appreciation provided by your investment in the convertible preferred shares is less than that provided by a direct investment in our ordinary shares.
The market value of each ordinary share that you will receive upon mandatory conversion of each convertible preferred share on the Mandatory Conversion Date (assuming that all dividends on convertible preferred shares will be declared and paid in cash) will only exceed the Liquidation Preference of $100.00 per convertible preferred share if the Applicable Market Value of our ordinary shares exceeds the Threshold Appreciation Price, which is calculated by dividing $100.00 by the Minimum Conversion Rate and initially is approximately equal to $      . The Threshold Appreciation Price represents an appreciation of approximately    % over the Initial Price. If the Applicable Market Value of our ordinary shares is greater than the Threshold Appreciation Price, you will receive on the Mandatory Conversion Date approximately     % (which percentage is approximately equal to the Initial Price divided by the Threshold Appreciation Price) of the value of our ordinary shares that you would have received if you had made a direct investment in our ordinary shares on the date of this prospectus supplement. This means that the opportunity for equity appreciation provided by an investment in the convertible preferred shares is less than that provided by a direct investment in our ordinary shares.
In addition, if the market value of our ordinary shares appreciates and the Applicable Market Value of our ordinary shares is equal to or greater than the Initial Price but less than or equal to the Threshold Appreciation Price, the aggregate market value of our ordinary shares that you would receive upon mandatory conversion (assuming that all dividends on the convertible preferred shares will be declared and paid in cash) will only be equal to the aggregate Liquidation Preference of the convertible preferred shares, and you will realize no equity appreciation on our ordinary shares.
The market price of our ordinary shares has been and could remain volatile and will directly affect the market price for our convertible preferred shares.
We expect that, generally, the market price of our ordinary shares will affect the market price of our convertible preferred shares more than any other single factor. This may result in greater volatility in the market price of our convertible preferred shares than would be expected for nonconvertible preferred shares. As the price of our ordinary shares on NYSE constantly changes, it is impossible to predict whether the price of our ordinary shares will rise or fall. Our share price could materially fluctuate or decrease in response to a number of events and factors, including but not limited to: quarterly variations in operating results; operating and share price performance of comparable companies; changes in our financial strength ratings; regulatory developments and negative publicity relating to us or our competitors. In addition, broad market and industry fluctuations may materially and adversely affect the trading price of our ordinary shares, regardless of our actual operating performance. In addition, general market conditions, including the level of, and fluctuations in, the trading prices of equities generally, could affect the price of our ordinary shares.
In addition, we expect that the market price of our convertible preferred shares will be influenced by yield and interest rates in the capital markets, the time remaining to the Mandatory Conversion Date,
 
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our creditworthiness and the occurrence of certain events affecting us that do not require an adjustment to the Fixed Conversion Rates. Fluctuations in yield rates in particular may give rise to arbitrage opportunities based upon changes in the relative values of our convertible preferred shares and our ordinary shares. Any such arbitrage could, in turn, affect the market prices of our ordinary shares and our convertible preferred shares. The market price of our ordinary shares could also be affected by possible sales of our ordinary shares by investors who view our convertible preferred shares as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our ordinary shares. This trading activity could, in turn, affect the market price of our convertible preferred shares.
The convertible preferred shares are subject to redemption in whole, but not in part, at our option if the ProQuest acquisition is not consummated on or prior to the close of business on November 8, 2021 or if an Acquisition Termination Event occurs.
We will have the option to redeem the convertible preferred shares, in whole but not in part, if (i) on or before the close of business on November 8, 2021, the consummation of the ProQuest acquisition has not occurred, or (ii) an Acquisition Termination Event (as defined herein) occurs prior to such date, at a redemption amount equal to $100.00 per convertible preferred share plus accumulated and unpaid dividends to, but excluding, the date of redemption (whether or not declared) or, in certain circumstances, at a redemption amount that includes a make-whole adjustment. Investors will not have any right to require us to redeem or repurchase the convertible preferred shares, whether or not an Acquisition Termination event occurs or the ProQuest acquisition is not consummated by November 8, 2021. Further, investors will not have any right to require us to redeem or repurchase the convertible preferred shares if, subsequent to the completion of this offering, we or ProQuest experience any changes in our business or financial condition or if the terms of the ProQuest acquisition or the financing thereof change.
Although the redemption amount is designed to compensate you, under certain circumstances, for the lost option value of your convertible preferred shares and lost dividends as a result of the acquisition termination redemption, it is only an approximation of such lost value and may not adequately compensate you for your actual loss. If we redeem the convertible preferred shares, you may not obtain your expected return and you may not be able to reinvest the proceeds from such redemption in an investment that results in a comparable return.
The proceeds of this offering will not be deposited into an escrow account in favor of holders of convertible preferred shares pending any acquisition termination redemption of the convertible preferred shares. Our ability to pay the redemption amount to holders of the convertible preferred shares in connection with an acquisition termination redemption may be limited by our then-existing financial resources, and following our election, if any, to redeem the convertible preferred shares, sufficient funds may not be available when necessary to pay the redemption amount.
The adjustment to the conversion rate and the payment of the Fundamental Change Dividend Make-whole Amount upon the occurrence of certain Fundamental Changes may not adequately compensate you for the lost option value and lost dividends as a result of early conversion upon a Fundamental Change.
If a Fundamental Change (as defined in “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”) occurs on or prior to June 1, 2024, the Fundamental Change Conversion Rate will apply to any convertible preferred shares converted during the Fundamental Change Conversion Period (as defined in “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”). The Fundamental Change Conversion Rate will be determined as described in “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount.” In addition, with respect to those convertible preferred shares converted, you will also receive, among other consideration, a Fundamental Change Dividend Make-whole Amount in cash (subject to our right to deliver ordinary shares in lieu of all or part of such amount in cash), subject to the limitations described in “Description of Convertible Preferred Shares—
 
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Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount.” If these limitations to the delivery in shares in payment of the Fundamental Change Dividend Amount are reached, we will pay the shortfall in cash to the extent we are permitted to do so under applicable Jersey law. To the extent we are not permitted to pay in cash or deliver shares in respect of the Fundamental Change Dividend Make-whole Amount, in whole or in part, due to limitations of applicable Jersey law, we will make an adjustment to the conversion rate subject to certain limitations; provided that, we will not have an obligation to pay any shortfall in cash if these limitations to the adjustment of the conversion rate are reached, nor shall we have any obligation to deliver ordinary shares in respect of such shortfall if these limitations to the adjustment of the conversion rate are reached.
Although this adjustment to the conversion rate and the payment of the Fundamental Change Dividend Make-whole Amount are generally designed to compensate you for the lost option value of the convertible preferred shares and lost dividends that you will suffer as a result of converting your convertible preferred shares upon a Fundamental Change, the Fundamental Change Conversion Rate and Fundamental Change Dividend Make-whole Amount are only an approximation of such lost option value and lost dividends and may not adequately compensate you for your actual loss. In addition, if the price of our ordinary shares is less than $      per share or more than $      per share, the feature of the Fundamental Change Conversion Rate will not compensate you for any lost option value suffered in connection with a Fundamental Change.
Furthermore, our obligation to adjust the conversion rate in connection with a Fundamental Change and pay the Fundamental Change Dividend Make-whole Amount (whether paid or delivered, as the case may be, in cash or ordinary shares) could be considered a penalty under applicable law, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies and therefore may not be enforceable in whole or in part.
The Fixed Conversion Rates of the convertible preferred shares may not be adjusted for all dilutive events that may adversely affect the market price of the convertible preferred shares or the ordinary shares issuable upon conversion of the convertible preferred shares.
The Fixed Conversion Rates of the convertible preferred shares are subject to adjustment only for the issuance of certain share dividends on our ordinary shares, subdivisions or combinations of our ordinary shares, the issuance of certain rights, options or warrants to holders of our ordinary shares, distributions of share capital, indebtedness, or assets to holders of our ordinary shares, cash dividends on our ordinary shares, and certain issuer tender or exchange offers as described under “Description of Convertible Preferred Shares—Anti-dilution Adjustments.” However, other events, such as employee share option grants, offerings of our ordinary shares or securities convertible into ordinary shares for cash or in connection with acquisitions, or third-party tender or exchange offers, which may adversely affect the market price of our ordinary shares, may not result in any adjustment, even though these other events may adversely affect the market price of our ordinary shares and, therefore, the market price of the convertible preferred shares. In addition, the terms of our convertible preferred shares do not restrict our ability to offer ordinary shares or securities convertible into ordinary shares in the future or to engage in other transactions that could dilute our ordinary shares. We have no obligation to consider the specific interests of the holders of our convertible preferred shares in engaging in any such offering or transaction.
Regulatory actions may adversely affect the trading price and liquidity of the convertible preferred shares.
Investors in, and potential purchasers of, the convertible preferred shares who employ, or seek to employ, a convertible arbitrage strategy with respect to the convertible preferred shares may be adversely impacted by regulatory developments that may limit or restrict such a strategy. The SEC and other regulatory and self-regulatory authorities have implemented various rules and may adopt additional rules in the future that restrict and otherwise regulate short selling and over-the-counter swaps and security-based swaps, which restrictions and regulations may adversely affect the ability of investors in, or potential purchasers of, the convertible preferred shares to conduct a convertible arbitrage strategy
 
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with respect to the convertible preferred shares. This could, in turn, adversely affect the trading price and liquidity of the convertible preferred shares.
The concurrent offering of our ordinary shares, and the possibility of the sale of our ordinary shares in the future, could reduce the market price of our ordinary shares and, in turn, the convertible preferred shares.
Concurrently with this offering, we are offering $750.0 million of our ordinary shares, and certain shareholders are offering $250.0 million of our ordinary shares (along with up to $150.0 million of our ordinary shares if the underwriters for the concurrent offering exercise in full their option to purchase additional ordinary shares from the selling shareholders). This offering is not conditioned on the closing of the concurrent offering of our ordinary shares, and the concurrent offering of our ordinary shares is not conditioned on the closing of this offering. We are not restricted, other than as described in “Underwriting,” from issuing additional ordinary shares, including securities that are convertible into or exchangeable for, or that represent the right to receive, ordinary shares, including any ordinary shares that may be issued upon the conversion of the convertible preferred shares. In the future, we may sell additional ordinary shares to raise capital or acquire interests in other companies by using a combination of cash and our ordinary shares or just our ordinary shares. Any of these events may dilute your ownership interest in our company and have an adverse impact on the price of our ordinary shares and, in turn, the convertible preferred shares. Furthermore, sales of a substantial amount of our ordinary shares in the public market, or the perception that these sales may occur, could reduce the market price of our ordinary shares and, in turn, the convertible preferred shares. This could also impair our ability to raise additional capital through the sale of our securities.
You will have no rights with respect to our ordinary shares until the convertible preferred shares are converted, but you may be adversely affected by certain changes made with respect to our ordinary shares.
You will have no rights with respect to our ordinary shares, including voting rights, rights to respond to ordinary share tender offers, if any, and rights to receive dividends or other distributions on ordinary shares, if any (other than through a conversion rate adjustment), prior to the conversion date with respect to a conversion of the convertible preferred shares, but your investment in the convertible preferred shares may be negatively affected by these events. Upon conversion, you will be entitled to exercise the rights of a holder of ordinary shares only as to matters for which the record date occurs on or after the conversion date. For example, in the event that an amendment is proposed to our amended and restated memorandum and articles of association requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to the conversion date, you will not be entitled to vote on the amendment (subject to certain limited exceptions, unless it would materially and adversely affect the special rights, preferences, privileges and voting powers of the convertible preferred shares), although you will nevertheless be subject to any changes in the powers, preferences or special rights of our ordinary shares, even if your convertible preferred shares have been converted into ordinary shares prior to the effective date of such change. See “Description of Share Capital” in the accompanying prospectus for further discussion of our ordinary shares.
You will have no voting rights with respect to the convertible preferred shares except under limited circumstances.
You will have no voting rights with respect to the convertible preferred shares, except with respect to certain amendments to the terms of the convertible preferred shares, in the case of certain dividend arrearages, in certain other limited circumstances and except as specifically required by applicable Jersey law or by our amended and restated memorandum and articles of association. You will have no right to vote for any members of our board of directors except in the case of certain dividend arrearages.
If dividends on any convertible preferred shares have not been declared and paid for the equivalent of six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date of the convertible preferred shares and ending on, but excluding,
 
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September 1, 2021), whether or not for consecutive dividend periods, the holders of such convertible preferred shares, voting together as a single class with holders of all other series of preferred shares ranking equally with the convertible preferred shares and having similar voting rights, will be entitled at our next special or annual meeting of shareholders to vote for the election of a total of two additional members of our board of directors, subject to certain limitations described in “Description of Convertible Preferred Shares—Voting Rights.”
The convertible preferred shares will rank junior to all of our and our subsidiaries’ consolidated liabilities.
In the event of a bankruptcy, liquidation, dissolution or winding up, our assets will be available to pay obligations on the convertible preferred shares only after all of our consolidated liabilities have been paid. In addition, the convertible preferred shares will rank structurally junior to all existing and future liabilities of our subsidiaries. Your rights to participate in the assets of our subsidiaries upon any bankruptcy, liquidation, dissolution or winding up of any subsidiary will rank junior to the prior claims of that subsidiary’s creditors. In the event of a bankruptcy, liquidation, dissolution or winding up, there may not be sufficient assets remaining, after paying our and our subsidiaries’ liabilities, to pay amounts due on any or all of the convertible preferred shares then outstanding. As of March 31, 2021, we had total outstanding indebtedness of approximately $3.5 billion, and no outstanding preferred shares. In addition, we have the ability to, and may, incur additional indebtedness in the future.
Our amended and restated memorandum and articles of association authorize our board of directors to issue an unlimited number of preferred shares in one or more additional series and set the terms of such preferred shares without seeking any further approval from our shareholders. Any preferred shares that are issued will rank ahead of our ordinary shares in terms of dividends and liquidation rights. If we issue additional preferred shares, it may adversely affect the market price of our ordinary shares. Our board of directors also has the power, without shareholder approval, subject to applicable Jersey law, to set the terms of any such series of preferred shares that may be issued, including voting rights, dividend rights and preferences over our ordinary shares with respect to dividends or upon our dissolution, winding-up and liquidation and other terms. If we issue additional preferred shares in the future that have a preference over our ordinary shares with respect to the payment of dividends or upon our liquidation, dissolution, or winding up, or if we issue additional preferred shares with voting rights that dilute the voting power of our ordinary shares, the rights of holders of the convertible preferred shares and our ordinary shares or the market price of the convertible preferred shares and our ordinary shares could be adversely affected. See “Description of Share Capital—Preferred Shares” in the accompanying prospectus.
Our ability to declare and pay dividends on our share capital, including the convertible preferred shares may be limited.
Our declaration and payment of dividends on our share capital, including the convertible preferred shares in the future will be determined by our board of directors (or an authorized committee thereof) in its sole discretion and will depend on our financial condition, earnings, growth prospects, other uses of cash, funding requirements, applicable Jersey law and other factors our board of directors deems relevant. Our ability to pay dividends on our share capital may also be limited by the terms of our then-existing contracts.
In addition, under applicable Jersey law, our board of directors (or an authorized committee thereof) may only declare and pay dividends on our share capital out of funds legally available therefor under the Companies (Jersey) Law 1991, as amended (the “Jersey Companies Law”). Further, even if we are permitted under Jersey law to declare and pay cash dividends on our share capital, including the convertible preferred shares, we may not have sufficient cash to declare and pay dividends in cash on our share capital, including the convertible preferred shares.
If upon mandatory conversion we have not declared all or any portion of the accumulated and unpaid dividends payable on the convertible preferred shares, the applicable conversion rate will be adjusted so that holders receive an additional number of ordinary shares having a market value generally equal to the amount of such accumulated and unpaid dividends, subject to the limitations described
 
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under “Description of Convertible Preferred Shares—Mandatory Conversion.” As a result of such limitations, the market value of such additional number of ordinary shares may be less than the amount of such accumulated and unpaid dividends. To the extent that the amount of such accumulated and unpaid dividends exceeds the product of such number of additional shares and 97% of the Average Price (as defined herein), we will, if we are able to do so under applicable Jersey law, declare and pay such excess amount in cash pro rata to the holders of the convertible preferred shares. However, to the extent we are not permitted to do so under applicable Jersey law, you will not receive such dividends or any other consideration in respect thereof.
If upon an early conversion at the option of a holder (other than during a Fundamental Change), we have not declared and paid all or any portion of the accumulated dividends payable on the convertible preferred shares for all full dividend periods ending on or before the dividend payment date prior to the related Early Conversion Date, the applicable conversion rate will be adjusted so that converting holders receive an additional number of ordinary shares having a market value generally equal to the amount of such accumulated and unpaid dividends, subject to the limitations described under “Description of Convertible Preferred Shares—Early Conversion at the Option of the Holder.” As a result of such limitations, the market value of such additional number of ordinary shares may be less than the amount of such accumulated and unpaid dividends. To the extent that the amount of such accumulated and unpaid dividends exceeds the product of such number of additional shares and the Early Conversion Average Price, we will not have any obligation to pay the shortfall in cash or to deliver ordinary shares in respect of such shortfall.
If upon an early conversion during the Fundamental Change Conversion Period we have not declared all or any portion of the accumulated and unpaid dividends payable on the convertible preferred shares for specified periods, we will pay the amount of such accumulated and unpaid dividends in cash, ordinary shares or any combination thereof, in our sole discretion, subject to the limitations described under “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount.” If these limitations to the delivery in shares in payment of accumulated and unpaid dividends are reached, we will pay the shortfall in cash if we are permitted to do so under applicable Jersey law. However, to the extent we are not permitted to do so under applicable Jersey law, you will not receive such dividends or any other consideration in respect thereof.
You may be subject to tax upon an adjustment to the conversion rate of the convertible preferred shares or upon a distribution paid in ordinary shares even though you do not receive a corresponding cash distribution.
The conversion rate of the convertible preferred shares is subject to adjustment in certain circumstances. See “Description of Convertible Preferred Shares—Anti-dilution Adjustments.” If your proportionate interest in our assets or earnings and profits is increased as a result of an adjustment (or failure to make an adjustment), you may be deemed to have received, for U.S. federal income tax purposes, a taxable dividend without the receipt of any cash or property. In addition, we may make distributions to holders of the convertible preferred shares that are paid (in whole or in part) in ordinary shares, and, although there is some uncertainty for U.S. federal income tax purposes, we believe that any such distribution will be taxable to the same extent as an equivalent cash distribution would be taxable. In these circumstances and possibly others, a holder of convertible preferred shares generally will be subject to tax even though it has received no cash with which to pay that tax, thus giving rise to an out-of-pocket expense.
See “Tax Considerations—U.S. Federal Income Tax Considerations” for a further discussion of the material U.S. federal income tax implications for U.S. Holders (as defined therein) of an investment in the convertible preferred shares and any ordinary shares received in exchange therefor.
Certain rights of the holders of the convertible preferred shares could delay or prevent an otherwise beneficial takeover or takeover attempt of us and, therefore, the ability of holders of convertible preferred shares to exercise their rights associated with a potential Fundamental Change.
Certain rights of the holders of the convertible preferred shares could make it more difficult or more expensive for a third party to acquire us. For example, if a Fundamental Change were to occur on
 
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or prior to June 1, 2024, holders of the convertible preferred shares may have the right to convert their convertible preferred shares, in whole or in part, at an increased conversion rate and will also be entitled to receive a Fundamental Change Dividend Make-whole Amount equal to the present value of all remaining dividend payments on their convertible preferred shares. See “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount.” These features of the convertible preferred shares could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management.
In addition, provisions of Jersey law and our amended and restated memorandum and articles of association could make it more difficult for a third party to acquire control of us or have the effect of discouraging a third party from attempting to acquire control of us. See “—Risks Related to Our Ordinary Shares—Provisions of our Articles of Association could delay or prevent a takeover of us by a third party.”
An active trading market for the convertible preferred shares does not exist and may not develop.
The convertible preferred shares are a new issue of securities with no established trading market. The liquidity of the trading market in the convertible preferred shares, and the market price quoted for the convertible preferred shares, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. We intend to apply to list the convertible preferred shares on NYSE under the symbol “CLVT PR A.” Even if the convertible preferred shares are approved for listing on NYSE, such listing does not guarantee that a trading market for the convertible preferred shares will develop or, if a trading market for the convertible preferred shares does develop, the depth or liquidity of that market. If an active trading market does not develop or is not maintained, the market price and liquidity of the convertible preferred shares may be adversely affected. In that case you may not be able to sell your convertible preferred shares at a particular time or you may not be able to sell your convertible preferred shares at a favorable price. In addition, as the convertible preferred shares are converted, the liquidity of the convertible preferred shares that remains outstanding may decrease.
Risks Related to Our Ordinary Shares
The market price and trading volume of our ordinary shares may be volatile.
The market price of our ordinary shares may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume of our ordinary shares may fluctuate and cause significant price variations to occur. Some of the factors that could negatively affect the price of our ordinary shares, or result in fluctuations in the price or trading volume of our ordinary shares, include:

variations in our quarterly operating results;

failure to meet the market’s earnings expectations;

publication of research reports about us or our industry, or the failure of securities analysts to cover our ordinary shares;

departures of key personnel;

adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

changes in market valuations of similar companies;

changes or proposed changes in laws or regulations, or differing interpretations thereof, affecting our business, or enforcement of these laws and regulations, or announcements relating to these matters;

litigation and governmental investigations; and

general market and economic conditions.
 
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In the event of a drop in the market price of our ordinary shares, you could lose a substantial part or all of your investment in our ordinary shares. Consequently, you may not be able to sell our ordinary shares at prices equal to or greater than the price paid by you in this offering.
Future sales of substantial amounts of our ordinary shares could affect the market price of our ordinary shares.
Future sales of substantial amounts of our ordinary shares or other securities convertible or exchangeable into our ordinary shares into the public market whether by us or any of our security holders, including ordinary shares issued and delivered pursuant to the terms of the convertible preferred shares or issued upon exercise of options or warrants, or the vesting of restricted share units, or in connection with other potential acquisitions or business combinations, or perceptions that those sales and/or conversions or exchanges could occur, could adversely affect the prevailing market price of our ordinary shares and our ability to raise capital in the future.
Future resales of our ordinary shares may cause the market price of our securities to drop significantly, even if our business is doing well.
Certain of our larger shareholders have been granted rights to require us to register the resale under the Securities Act of their ordinary shares, subject to certain conditions. The sale or possibility of sale of these ordinary shares could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our ordinary shares.
You may face difficulties in protecting your interests as a shareholder, as Jersey law provides substantially less protection when compared to the laws of the United States.
We are incorporated under Jersey law. The rights of holders of ordinary shares are governed by Jersey law, including the provisions of the Jersey Companies Law, and by our articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations.
We are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries’ ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.
As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends paid upstream. In addition, repatriations of cash from our subsidiaries may be subject to withholding, income and other taxes in various applicable jurisdictions. If our subsidiaries are unable to pay dividends and make other payments to us when needed, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.
If a U.S. investor is treated as owning at least 10% of our shares, such investor may be subject to adverse U.S. federal income tax consequences.
If a U.S. investor is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares, such investor may be treated as a “United States shareholder” with respect to us or to any of our subsidiaries that constitute a ”controlled foreign corporation” ​(in each case, as such terms are defined under the Internal Revenue Code of 1986, as amended (the “Code”)). In certain cases, a United States shareholder of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income, as ordinary income, its pro rata share of “Subpart F income,” “global intangible low-taxed income” and certain investments in U.S. property by the controlled foreign corporation, whether or not the controlled foreign corporation makes any distributions to such United States shareholder. A failure by a United States shareholder to comply with its reporting obligations may subject the United States shareholder to significant monetary penalties and other adverse tax consequences, and may extend the statute of limitations with respect to the United States shareholder's U.S. federal income tax return for the year for which such reporting was due. We
 
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cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are controlled foreign corporations or whether any investor is a United States shareholder with respect to any such controlled foreign corporations. We also cannot guarantee that we will furnish to United States shareholders information that may be necessary for them to comply with the aforementioned obligations. United States investors should consult their own advisors regarding the potential application of these rules to their investments in us. The risk of being subject to increased taxation may deter our current shareholders from increasing their investment in us and others from investing in us, which could impact the demand for, and value of, our ordinary shares.
If we are characterized as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors may suffer adverse tax consequences.
If 75% or more of our gross income in a taxable year, including our pro rata share of the gross income of any company, U.S. or foreign, in which we are considered to own, directly or indirectly, 25% or more of the shares by value, is passive income, then we will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. Alternatively, we will be considered to be a PFIC if at least 50% of our assets in a taxable year, averaged over the year and ordinarily determined based on fair market value and including our pro rata share of the assets of any company in which we are considered to own, directly or indirectly, 25% or more of the shares by value, are held for the production of, or produce, passive income. If we were to be a PFIC, and a U.S. investor does not make an election to treat us as a qualified electing fund (“QEF”) or a “mark-to-market” election, “excess distributions” to a U.S. investor, and any gain recognized by a U.S. investor on a disposition of our convertible preferred shares or ordinary shares, would be subject to adverse U.S. tax rules. Among other consequences, the portion of such dividends or gain allocable to the taxable year of receipt and any year before we became a PFIC would be taxed at the regular rates applicable to ordinary income, rather than the preferential rate applicable to certain dividends received by an individual from a qualified foreign corporation, the portion of such dividends or gain allocable to each other taxable year would be subject to tax at the highest rate in effective for individuals or corporations, as applicable, for that year, and, certain “interest” charges would apply. In addition, gains on the sale of our convertible preferred shares or ordinary shares would be treated in the same way as excess distributions. The tests for determining PFIC status are applied annually and it is difficult to make accurate predictions of future income and assets, which are relevant to the determination of PFIC status.
Based on the current composition of our income and assets, we do not believe that we were a PFIC in 2020, and do not currently expect to become a PFIC in the foreseeable future. However, because the PFIC asset and income tests are applied on an annual basis, there can be no assurance that we will not be a PFIC in the current taxable year or any future taxable year. If we do become a PFIC in the future, U.S. investors who hold convertible preferred shares or ordinary shares during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC, subject to exceptions for U.S. investors who made a timely QEF election or mark-to-market election, or certain other elections. We do not currently intend to prepare or provide the information that would enable a U.S. investor to make a QEF election. Accordingly, U.S. investors are urged to consult their tax advisors regarding the application of PFIC rules with respect to an investment in our convertible preferred shares and ordinary shares.
Risks Related to the Concurrent Offering
This offering is not contingent on the consummation of the concurrent offering.
The consummation of this offering and the consummation of the concurrent offering are not contingent upon one another. We cannot assure you that the concurrent offering will be consummated on the anticipated time frame, or at all. Accordingly, if you decide to purchase convertible preferred shares in this offering, you should be willing to do so whether or not we complete the concurrent offering. In addition, if the concurrent offering is not consummated, we may incur additional indebtedness or borrow under our committed bridge facility to fund the remaining portion of the cash purchase price of the ProQuest acquisition.
 
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USE OF PROCEEDS
We expect to receive approximately $1.2 billion in net proceeds from our sale of convertible preferred shares in this offering, or approximately $          if the underwriters exercise in full their option to purchase additional convertible preferred shares, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
We expect to raise aggregate gross proceeds of $2.0 billion in this offering and the concurrent offering (prior to any exercise of the underwriters’ option to purchase additional convertible preferred shares in this offering), and may increase or decrease the size of either offering. The aggregate amount of convertible preferred shares and ordinary shares offered by us in this offering and the concurrent offering, including any convertible preferred shares issued upon exercise of the underwriters’ option to purchase additional convertible preferred shares in this offering, will not exceed the aggregate amount registered by us in the registration statement of which this prospectus supplement and the accompanying prospectus form a part and any related registration statement filed by us in accordance with Rule 462(b) under the Securities Act.
We intend to use our net proceeds from this offering and the concurrent offering to finance a portion of the purchase price for the ProQuest acquisition. This offering and the concurrent offering are not contingent on consummation of our acquisition of ProQuest and will close prior to consummation of the ProQuest acquisition. The ProQuest acquisition may be delayed or may not occur. If the ProQuest acquisition is not consummated, we intend to use the net proceeds received by us from the offerings for general corporate purposes, which may include redemption of the convertible preferred shares.
Affiliates of the underwriters have made commitments to provide us with a senior unsecured bridge facility in an aggregate amount of up to $4.0 billion in connection with the ProQuest acquisition. The aggregate commitments for the senior unsecured bridge facility will be permanently reduced dollar-for-dollar by the net proceeds to us from this offering and the concurrent offering. See “Underwriting.”
We will not receive the proceeds from any sale of ordinary shares by the selling shareholders in the concurrent offering.
 
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CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2021 on:

a historical basis;

an adjusted basis to give effect to the sale by us of 12,500,000 convertible preferred shares in this offering at a public offering price of $100.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us; and

a further adjusted basis to give effect to (i) the sale by us of 22,368,028 ordinary shares in the concurrent offering (assuming a public offering price equal to the closing price of the ordinary shares on NYSE set forth on the cover page), after deducting underwriting discounts and commissions and estimated offering expenses payable by us, (ii) the incurrence of an additional $2.0 billion of debt in order to finance the ProQuest acquisition and (iii) the application of proceeds of this offering, the concurrent offering, such additional debt and cash on hand to consummate the ProQuest acquisition, as well as the issuance of 46,910,923 ordinary shares to the sellers in the ProQuest acquisition.
This table should be read in conjunction with the financial statements, accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K/A for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as well as the combined pro forma financial information, in each case incorporated by reference in this prospectus supplement and the accompanying prospectus.
As of March 31, 2021
Historical
As Adjusted for
This Offering
As Further
Adjusted(6)
(in thousands except share amounts)
Cash and cash equivalents
$ 399,006 $ 1,608,381 $ 379,956
Debt:
Credit facilities:
Revolving credit facility(1)
Term loan facility(2)
2,840,250 2,840,250 2,840,250
Secured notes due 2026(3)
700,000 700,000 700,000
Debt issuance costs, discount and current portion of long-term debt
(87,168) (87,168) (114,668)
ProQuest acquisition debt(4)
2,000,000
Total debt, excluding current portion
3,453,082 3,453,082 5,425,582
Shareholders’ equity:
Ordinary shares, no par value; unlimited amount
authorized; 611,355,226 shares outstanding actual
and as adjusted, and 680,634,177 shares
outstanding as further adjusted
10,109,449 10,109,449 12,262,650
Preferred shares, no par value; unlimited amount
authorized; 0 shares outstanding actual and
12,500,000 shares outstanding as adjusted and as
further adjusted
1,207,575 1,207,575
Accumulated other comprehensive income
523,359 523,359 523,359
Accumulated deficit
(1,236,036) (1,236,036) (1,236,036)
Total shareholders’ equity(5)
9,396,772 10,604,347 12,757,548
Total capitalization
$ 12,849,854 $ 14,057,429 $ 18,183,130
(1)
Undrawn as of March 31, 2021, with $250.0 million in availability.
 
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(2)
Reflects carrying value.
(3)
Reflects aggregate principal amount.
(4)
Assumes incurrence of additional debt we believe will be necessary to finance the ProQuest acquisition; does not reflect issuance costs or discount associated with this debt (which are estimated and reflected in Debt issuance costs, discount and current portion of long-term debt). Our financing plans are subject to change at our discretion; actual fees and expenses may also vary from our current estimates.
(5)
Total shareholder’s equity (i) on an adjusted basis reflects increase attributable to this offering and (ii) on a further adjusted basis reflects impact of the concurrent offering and issuance of ordinary shares to the ProQuest sellers, but does not reflect impact on shareholders’ equity of the addition of ProQuest’s assets and liabilities.
(6)
Column included for illustrative purposes only; does not reflect full impact on our capitalization of this offering, the concurrent offering, any additional debt required to finance the ProQuest acquisition or consummation of the ProQuest acquisition. In this illustration, the aggregate net proceeds to be obtained from our anticipated debt and equity financing consists of $3,903,900, which includes $1,972,500 of long-term debt (net of $27,500 debt issuance costs), $723,825 of ordinary shares to be issued in the concurrent offering (net of $26,175 underwriting discounts and estimated offering costs) and $1,207,575 of convertible preferred shares offered hereby (net of $42,425 underwriting discounts and estimated offering costs), and reflects an anticipated $19,050 to be paid in cash on hand to consummate the ProQuest acquisition (with all such amounts in thousands). The purchase price includes our issuance of ordinary shares with a value of $1,429,376 (based on the closing price of our ordinary shares on the NYSE on June 2, 2021 of $30.47) as consideration. Actual amounts, fees and expenses may vary from current estimates and illustrative assumptions.
 
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CONCURRENT OFFERING
Concurrently with this offering of convertible preferred shares and pursuant to a separate prospectus supplement, we are offering to the public a number of ordinary shares that will generate approximately $750.0 million of gross proceeds to us and $250.0 million of gross proceeds to certain shareholders. This offering is not contingent upon closing of the concurrent offering, or vice versa. The concurrent offering is being made by means of a separate prospectus supplement and accompanying prospectus, and nothing contained in this prospectus supplement shall constitute an offer to sell or a solicitation of an offer to buy any securities in the concurrent offering.
 
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DESCRIPTION OF CONVERTIBLE PREFERRED SHARES
The following description is a summary of certain provisions of our    % Series A Mandatory Convertible Preferred Shares, no par value (the “convertible preferred shares”). The following summary supplements and, to the extent that it is inconsistent therewith, replaces the description of our preferred shares in the accompanying prospectus.
A copy of the statement of rights setting forth the terms of the convertible preferred shares, which we refer to as the “Statement of Rights,” as well as our amended and restated memorandum and articles of association, which we refer to as our “Articles,” is available upon request from us at the address set forth in the section of this prospectus supplement entitled “Where You Can Find More Information.” This description of the terms of the convertible preferred shares is not complete and is subject to, and qualified in its entirety by reference to, the provisions of our Articles and the Statement of Rights.
For purposes of this description, references to:

“the Company,” “us,” “we” or “our” refer to Clarivate Plc and not any of its subsidiaries;

“Business Day” refer to any day other than a Saturday or Sunday or other day on which commercial banks in New York City are authorized or required by law or executive order to close;

a “holder” or “holders” of convertible preferred shares that are held through The Depository Trust Company (“DTC”) are references to owners of beneficial interests in such shares, unless the context otherwise requires; and

“close of business” refer to 5:00 p.m., New York City time, and “open of business” refer to 9:00 a.m., New York City time.
General
Under our Articles, our board of directors is authorized to provide, without further shareholder action, for the issuance of an unlimited number of preferred shares, no par value, and the designation of each series of preferred shares and, with respect to each such series, to fix the number of shares constituting such series and fix the voting power, full or limited or no voting power, the powers, preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of each series. As of the date of this prospectus supplement, no preferred shares are outstanding.
At the closing of this offering, we will issue 12,500,000 convertible preferred shares. In addition, we have granted the underwriters an option to purchase up to           additional convertible preferred shares, solely to cover over-allotments, as described under “Underwriting.”
When issued, the convertible preferred shares and our ordinary shares issued upon the conversion of the convertible preferred shares will be fully paid and nonassessable. The holders of the convertible preferred shares will have no preemptive or preferential rights to purchase or subscribe for any class of our share capital, obligations, warrants or other securities.
Ranking
The convertible preferred shares, with respect to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, as applicable, will rank:

senior to (i) our ordinary shares and (ii) each other class or series of our share capital established after the first original issue date of the convertible preferred shares (which we refer to as the “Initial Issue Date”), the terms of which do not expressly provide that such class or series ranks either (x) senior to the convertible preferred shares as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution or (y) on parity with the convertible preferred shares as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution, in each case without regard to whether dividends accrue cumulatively or non-cumulatively (which we refer to collectively as “Junior Shares”);
 
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on parity with any class or series of our share capital established after the Initial Issue Date the terms of which expressly provide that such class or series will rank on parity with the convertible preferred shares as to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, in each case without regard to whether dividends accrue cumulatively or non-cumulatively (which we refer to collectively as “Parity Shares”);

junior to each class or series of our share capital established after the Initial Issue Date the terms of which expressly provide that such class or series will rank senior to the convertible preferred shares as to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, in each case without regard to whether dividends accrue cumulatively or non-cumulatively (which we refer to collectively as “Senior Shares”); and

junior to our and our subsidiaries’ existing and future indebtedness.
In addition, with respect to dividend rights and distribution rights upon our liquidation, winding-up or dissolution, the convertible preferred shares will be structurally subordinated to existing and future indebtedness and other obligations of each of our subsidiaries. See “Risk Factors—Risks Related to the Convertible Preferred Shares—The convertible preferred shares will rank junior to all of our consolidated liabilities.”
As of March 31, 2021, we had total outstanding indebtedness of approximately $3.5 billion, and no outstanding preferred shares. We have the ability to, and may incur, additional indebtedness in the future.
Listing
We intend to apply to list the convertible preferred shares on NYSE under the symbol “CLVT PR A” and, if approved, we expect trading to commence within 30 days of the Initial Issue Date. In addition, upon listing, we have agreed to use our commercially reasonable efforts to keep the convertible preferred shares listed on NYSE. However, there can be no assurance that the convertible preferred shares will be listed, and if listed, that it will continue to be listed. Listing the convertible preferred shares on NYSE does not guarantee that a trading market will develop or, if a trading market does develop, the depth of that market or the ability of holders to sell their convertible preferred shares easily.
Dividends
Subject to the rights of holders of any class or series of our share capital ranking senior to the convertible preferred shares as to dividend rights, holders of the convertible preferred shares will be entitled to receive, when, as and if declared by our board of directors, or an authorized committee thereof, out of funds legally available therefor under The Companies (Jersey) Law 1991, as amended) (collectively, the “funds available to pay dividends”), in the case of dividends paid in cash, and ordinary shares legally permitted to be issued, in the case of dividends paid in ordinary shares, cumulative dividends at the rate per annum of    % of the Liquidation Preference of $100.00 per convertible preferred share (equivalent to $      per annum per share), payable in cash, by delivery of ordinary shares or through any combination of cash and ordinary shares, as determined by us in our sole discretion (subject to the limitations described below). See “—Method of Payment of Dividends.”
If declared, dividends on the convertible preferred shares will be payable quarterly on March 1, June 1, September 1 and December 1 of each year to, and including, June 1, 2024 commencing on September 1, 2021 (each, a “Dividend Payment Date”), at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date of the convertible preferred shares, whether or not in any dividend period or periods there have been funds available to pay dividends.
If declared, dividends will be payable on the relevant Dividend Payment Date to holders of record of the convertible preferred shares as they appear on our share register at the close of business on the February 15, May 15, August 15 and November 15, as the case may be, immediately preceding the relevant Dividend Payment Date (each, a “Regular Record Date”), whether or not such holders early convert their shares, or such shares are automatically converted, after a Regular Record Date and on
 
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or prior to the immediately succeeding Dividend Payment Date. These Regular Record Dates will apply regardless of whether a particular Regular Record Date is a Business Day. If a Dividend Payment Date is not a Business Day, payment will be made on the next succeeding Business Day, without any interest or other payment in lieu of interest accruing with respect to this delay.
A full dividend period is the period from, and including, a Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial dividend period will commence on, and include, the Initial Issue Date of the convertible preferred shares and will end on, and exclude, the September 1, 2021 Dividend Payment Date. The amount of dividends payable on each convertible preferred share for each full dividend period (subsequent to the initial dividend period) will be computed by dividing the annual dividend rate by four. Dividends payable on the convertible preferred shares for the initial dividend period and any other partial dividend period will be computed based upon the actual number of days elapsed during the period over a 360-day year (consisting of twelve 30-day months). Accordingly, the dividend on the convertible preferred shares for the initial dividend period, assuming the Initial Issue Date is June           , 2021 will be $      per convertible preferred share (based on the annual dividend rate of    % and a Liquidation Preference of $100.00 per share) and will be payable, when, as and if declared, on September 1, 2021 to the holders of record thereof on August 15, 2021. The dividend on the convertible preferred shares for each subsequent full dividend period, when, as and if declared, will be $      per convertible preferred share (based on the annual dividend rate of    % and a Liquidation Preference of $100.00 per share). Accumulated dividends on the convertible preferred shares will not bear interest, nor shall additional dividends be payable thereon, if they are paid subsequent to the applicable Dividend Payment Date.
No dividend on the convertible preferred shares will be paid unless and until our board of directors, or an authorized committee of our board of directors, declares a dividend payable with respect to the convertible preferred shares. No dividend will be declared or paid upon, or any sum of cash or number of ordinary shares set apart for the payment of dividends upon, any outstanding convertible preferred shares with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum of cash or number of ordinary shares has been set apart for the payment of such dividends upon, all outstanding convertible preferred shares.
Our ability to declare and pay dividends may be limited by the terms of our and our subsidiaries’ existing and any future indebtedness. In addition, our ability to declare and pay dividends may be limited by applicable Jersey law. See “Risk Factors—Risks Related to the Convertible Preferred Shares—Our ability to declare and pay dividends on the convertible preferred shares may be limited.”
Method of Payment of Dividends
Subject to the limitations described below, we may pay any declared dividend (or any portion of any declared dividend) on the convertible preferred shares (whether or not for a current dividend period or any prior dividend period) determined in our sole discretion:

in cash;

by delivery of our ordinary shares; or

through any combination of cash and ordinary shares.
We will make each payment of a declared dividend on the convertible preferred shares in cash, except to the extent we elect to make all or any portion of such payment in ordinary shares. We will give the holders of the convertible preferred shares notice of any such election, and the portion of such payment that will be made in cash and the portion that will be made in ordinary shares no later than ten Scheduled Trading Days (as defined under “—Mandatory Conversion—Definitions”) prior to the Dividend Payment Date for such dividend; provided that if we do not provide timely notice of this election, we will be deemed to have elected to pay the relevant dividend in cash.
All cash payments to which a holder of the convertible preferred shares is entitled in connection with a declared dividend on the convertible preferred shares will be rounded to the nearest cent. If we elect to make any such payment of a declared dividend, or any portion thereof, in ordinary shares, such shares shall be valued for such purpose, in the case of any dividend payment or portion thereof, at
 
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97% of the Average VWAP (as defined under “—Mandatory Conversion—Definitions”) per ordinary share over the five consecutive Trading Day (as defined under “—Mandatory Conversion—Definitions”) period ending on, and including, the Trading Day prior to the applicable Dividend Payment Date, or the “Average Price.”
No fractional ordinary shares will be delivered to the holders of the convertible preferred shares in payment or partial payment of dividends. We will instead pay a cash amount (rounded to the nearest cent) to each holder that would otherwise be entitled to receive a fraction of an ordinary share based on the Average Price with respect to such dividend. In the event that we cannot pay such cash amount in lieu of a fractional share for any reason, we will instead round up our share delivery obligation to the nearest whole ordinary share.
To the extent a shelf registration statement is required in our reasonable judgment in connection with the issuance of or for resales of ordinary shares issued as payment of a dividend on the convertible preferred shares, including dividends paid in connection with a conversion, we will, to the extent such a shelf registration statement is not currently filed and effective, use our commercially reasonable efforts to file and maintain the effectiveness of such a shelf registration statement until the earlier of such time as all such ordinary shares have been resold thereunder and such time as all such shares are freely tradable without registration by holders thereof that are not, and have not been within the three months preceding, “affiliates” of ours for purposes of the Securities Act. To the extent applicable, we will also use our commercially reasonable efforts to have the ordinary shares approved for listing on NYSE (or if our ordinary shares are not listed on NYSE, on the principal other U.S. national or regional securities exchange on which our ordinary shares are then listed), and qualified or registered under applicable state securities laws, if required; provided that we will not be required to qualify as a foreign corporation or to take any action that would subject us to general service of process in any such jurisdiction where we are not presently qualified or where we are not presently subject to taxation as a foreign corporation and such qualification or action would subject us to such taxation.
Notwithstanding the foregoing, in no event will the number of ordinary shares delivered in connection with any declared dividend, including any declared dividend payable in connection with a conversion, exceed a number equal to:

the declared dividend divided by

$      , which amount represents approximately 35% of the Initial Price (as defined under “—Mandatory Conversion—Definitions”), subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as set forth below in “— Anti-dilution Adjustments” ​(such dollar amount, as adjusted, the “Floor Price”).
To the extent that the amount of the declared dividend exceeds the product of (x) the number of ordinary shares delivered in connection with such declared dividend and (y) 97% of the Average Price, we will, if we are able to do so under applicable Jersey law, notwithstanding any notice by us to the contrary, pay such excess amount in cash (rounded to the nearest cent). To the extent that we are not able to pay such excess amount in cash under applicable Jersey law, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.
Dividend Stopper
So long as any convertible preferred share remains outstanding, no dividend or distribution shall be declared or paid on our ordinary shares or any other class or series of Junior Shares, and no ordinary shares or any other class or series of Junior Shares or Parity Shares shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by us or any of our subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid in full in cash, ordinary shares or a combination thereof upon, or a sufficient sum of cash or number of ordinary shares has been set apart for the payment of such dividends upon, all outstanding convertible preferred shares.
The foregoing limitation shall not apply to:
 
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any dividend or distribution payable in ordinary shares or other Junior Shares and, in each case, the payment of cash solely in lieu of fractional shares;

purchases, redemptions or other acquisitions of ordinary shares, other Junior Shares or Parity Shares in connection with the administration of any benefit or other incentive plan (including any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors) in the ordinary course of business, including, without limitation, the forfeiture of unvested restricted ordinary shares or share withholdings upon exercise, delivery or vesting of equity awards granted to officers, directors and employees and the payment of cash in lieu of fractional shares;

purchases to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan, or acquisitions of ordinary shares surrendered, deemed surrendered or withheld in connection with the exercise of share options or the vesting of restricted shares, restricted share units, restricted share equivalents or similar instruments (provided that the number of shares purchased to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount);

purchases of ordinary shares or other Junior Shares pursuant to a contractually binding requirement to buy ordinary shares or other Junior Shares existing prior to the date of this prospectus supplement;

any dividends or distributions of rights or Junior Shares in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any shareholders’ rights plan;

the acquisition by us or any of our subsidiaries of record ownership in ordinary shares or other Junior Shares or Parity Shares for the beneficial ownership of any other persons (other than us or any of our subsidiaries), including as trustees or custodians;

the deemed purchase or acquisition of fractional interests in ordinary shares or other Junior Shares pursuant to the conversion or exchange provisions of the security being converted or exchanged;

the exchange or conversion of Junior Shares for or into other Junior Shares or of Parity Shares for or into other Parity Shares (with the same or lesser aggregate liquidation preference) or Junior Shares and, in each case, the payment of cash solely in lieu of fractional shares; and

the deemed purchase or acquisition of fractional interests in ordinary shares, other Junior Shares or Parity Shares pursuant to the conversion or exchange provisions of such shares or the security being converted or exchanged.
The phrase “Share Dilution Amount” means the increase in the number of diluted ordinary shares outstanding (determined in accordance with U.S. GAAP, and as measured from the Initial Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to directors, employees and agents and equitably adjusted for any share split, share dividend, reverse share split, reclassification or similar transaction.
When dividends on the convertible preferred shares (i) have not been paid in full on any Dividend Payment Date (or, in the case of Parity Shares having dividend payment dates different from such Dividend Payment Dates, on a dividend payment date falling within a regular dividend period related to such Dividend Payment Date), or (ii) have been declared but a sum of cash or number of ordinary shares sufficient for payment thereof has not been set aside for the benefit of the holders thereof on the applicable Regular Record Date, no dividends may be declared or paid on any Parity Shares unless dividends are declared on the convertible preferred shares such that the respective amounts of such dividends declared on the convertible preferred shares and such Parity Shares shall be allocated pro rata among the holders of the convertible preferred shares and the holders of any Parity Shares then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments, we shall allocate those payments so that the respective amounts of those payments for the declared dividend
 
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bear the same ratio to each other as all accumulated and unpaid dividends per share on the convertible preferred shares and such Parity Shares bear to each other (subject to their having been declared by our board of directors, or an authorized committee thereof, out of funds available to pay dividends); provided that any unpaid dividends on the convertible preferred shares will continue to accumulate. For purposes of this calculation, with respect to non-cumulative Parity Shares, we will use the full amount of dividends that would be payable for the most recent dividend period if dividends were declared in full on such non-cumulative Parity Shares.
Subject to the foregoing, and not otherwise, such dividends as may be determined by our board of directors, or an authorized committee thereof, may be declared and paid (payable in cash or other property or securities) on any securities, including our ordinary shares and other Junior Shares, from time to time out of funds available to pay dividends, and holders of the convertible preferred shares shall not be entitled to participate in any such dividends.
Redemption
Other than pursuant to the acquisition termination redemption described below, the convertible preferred shares will not be redeemable. However, at our option, we may purchase or otherwise acquire (including in an exchange transaction) (by way of converting the relevant shares into redeemable shares and redeeming them) the convertible preferred shares from time to time in the open market, by tender or exchange offer or otherwise, without the consent of, or notice to, holders.
Acquisition Termination Redemption
We expect to use the net proceeds from this offering in connection with the ProQuest acquisition, as described under the heading “Use of Proceeds.” Within 75 calendar days following the earlier of (a) the close of business on November 8, 2021, if the consummation of the ProQuest acquisition has not occurred on or prior to such time on such date, and (b) the date on which an Acquisition Termination Event (as defined below) occurs we may, at our option, give notice of an acquisition termination redemption to the holders of the convertible preferred shares (provided that, to the extent the convertible preferred shares are held in book-entry form through DTC, we may give such notice in any manner permitted by DTC). If we provide notice of acquisition termination redemption to holders of the convertible preferred shares, then, on the Acquisition Termination Redemption Date (as defined below), we will redeem the convertible preferred shares, in whole but not in part, at a redemption amount per convertible preferred share equal to the Acquisition Termination Make-whole Amount (as defined below).
“Acquisition Termination Event” means either (1) the merger agreement to acquire ProQuest is terminated or (2) we determine in our reasonable judgment that the ProQuest acquisition will not occur.
“Acquisition Termination Redemption Date” means the date specified by us in our notice of acquisition termination redemption that is not less than 30 nor more than 60 days following the date on which we provide notice of such acquisition termination redemption; provided that such date shall be a Business Day; provided, further, that, if the Acquisition Termination Share Price is greater than the Initial Price (as defined under “—Mandatory Conversion”) and we elect to:

pay cash in lieu of delivering all or any portion of the ordinary shares equal to the Acquisition Termination Conversion Rate (as defined below), or

deliver ordinary shares in lieu of all or any portion of the Acquisition Termination Dividend Amount (as defined below),
the Acquisition Termination Redemption Date will be the second Business Day following the last Trading Day of the 30 consecutive Trading Day period used to determine the Acquisition Termination Market Value (as defined below).
“Acquisition Termination Make-whole Amount” means, for each convertible preferred share, an amount payable in cash equal to $100.00 plus accumulated and unpaid dividends to, but excluding, the Acquisition Termination Redemption Date (whether or not declared); provided, however, that if the Acquisition Termination Share Price (as defined below) exceeds the Initial Price, the Acquisition
 
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Termination Make-whole Amount will equal the Reference Amount (as defined below), which may be paid in cash, ordinary shares or combination thereof, as described below.
The “Acquisition Termination Share Price” means the Average VWAP per ordinary share over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which we provide notice of acquisition termination redemption.
The “Reference Amount” means, for each convertible preferred share, an amount equal to the sum of the following amounts:
(i)
a number of ordinary shares equal to the Acquisition Termination Conversion Rate; plus
(ii)
cash in an amount equal to the Acquisition Termination Dividend Amount;
provided that we may deliver cash in lieu of all or any portion of the ordinary shares set forth in clause (i) above, and we may deliver ordinary shares in lieu of all or any portion of the cash amount set forth in clause (ii) above, in each case, as described below.
“Acquisition Termination Conversion Rate” means a rate equal to the Fundamental Change Conversion Rate (as defined under “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount—General”), assuming for such purpose that the date on which we provide notice of acquisition termination redemption is the Fundamental Change Effective Date (as defined under “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount—Fundamental Change Conversion Rate”), and that the Acquisition Termination Share Price is the Fundamental Change Share Price (as defined under “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount—Fundamental Change Conversion Rate”).
“Acquisition Termination Dividend Amount” means an amount of cash equal to the sum of:

the Fundamental Change Dividend Make-whole Amount (as defined under “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount—Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount”); and

the Accumulated Dividend Amount (as defined under “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount—Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount”),
assuming in each case, for such purpose that the date on which we provide notice of acquisition termination redemption is the Fundamental Change Effective Date.
If the Acquisition Termination Share Price exceeds the Initial Price:

we may elect to pay cash in lieu of delivering all or any portion of the number of ordinary shares equal to the Acquisition Termination Conversion Rate. If we make such an election, we will deliver cash (rounded to the nearest cent) in an amount equal to such number of ordinary shares in respect of which we have made this election multiplied by the Acquisition Termination Market Value; and

we may elect to deliver ordinary shares in lieu of paying cash for some or all of the Acquisition Termination Dividend Amount.
If we make such an election, we will deliver a number of ordinary shares equal to such portion of the Acquisition Termination Dividend Amount to be paid in ordinary shares divided by the greater of (x) the Floor Price and (y) 97% of the Acquisition Termination Market Value; provided that, if the Acquisition Termination Dividend Amount or portion thereof in respect of which ordinary shares are delivered exceeds the product of such number of ordinary shares multiplied by 97% of the Acquisition Termination Market Value, we will, if we are legally able to do so, declare and pay such excess amount in cash (rounded to the nearest cent); provided further that to the extent that we are not able to
 
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pay such excess amount in cash under applicable law and in compliance with our indebtedness, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.
“Acquisition Termination Market Value” means the Average VWAP per ordinary share over the 30 consecutive Trading Day period commencing on, and including, the second Trading Day following the date on which we provide notice of acquisition termination redemption.
If any portion of the Acquisition Termination Make-whole Amount is to be paid in ordinary shares, no fractional ordinary shares will be delivered to the holders of the convertible preferred shares. We will instead pay a cash adjustment to each holder that would otherwise be entitled to a fraction of an ordinary share based on the Average VWAP per ordinary share over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Acquisition Termination Redemption Date. If more than one convertible preferred share is to be redeemed from a holder, the number of our ordinary shares issuable in connection with the payment of the Reference Amount shall be computed on the basis of the aggregate number of convertible preferred shares so redeemed.
The notice of acquisition termination redemption will specify, among other things:

the Acquisition Termination Make-whole Amount;

if the Acquisition Termination Share Price exceeds the Initial Price, the number of ordinary shares and the amount of cash comprising the Reference Amount per convertible preferred share (before giving effect to any election to pay or deliver, with respect to each convertible preferred share, cash in lieu of all or a portion of a number of ordinary shares equal to the Acquisition Termination Conversion Rate or ordinary shares lieu of some or all of the cash in respect of the Acquisition Termination Dividend Amount);

if the Acquisition Termination Share Price exceeds the Initial Price, whether we will pay cash in lieu of delivering all or any portion of the number of ordinary shares equal to the Acquisition Termination Conversion Rate comprising a portion of the Reference Amount (specifying, if applicable, the number of such ordinary shares in respect of which cash will be paid);

if the Acquisition Termination Share Price exceeds the Initial Price, whether we will deliver ordinary shares in lieu of paying cash for all or any portion of the Acquisition Termination Dividend Amount comprising a portion of the Reference Amount (specifying, if applicable, the percentage of the Acquisition Termination Dividend Amount in respect of which ordinary shares will be delivered in lieu of cash); and

the Acquisition Termination Redemption Date (specifying, as applicable, a fixed date or that the Acquisition Termination Redemption Date will be the second Business Day following the last Trading Day of the 30 consecutive Trading Day period used to determine the Acquisition Termination Market Value).
To the extent a shelf registration statement is required in our reasonable judgment in connection with the issuance of or for resales of ordinary shares issued in payment of the Acquisition Termination Make-whole Amount, we will, to the extent such a registration statement is not currently filed and effective, use our commercially reasonable efforts to file and maintain the effectiveness of such a shelf registration statement until the earlier of such time as all such ordinary have been resold thereunder and such time as all such shares are freely tradable without registration by holders thereof that are not, and have not been within the three months preceding, “affiliates” of ours for purposes of the Securities Act. To the extent applicable, we will also use our commercially reasonable efforts to have the ordinary shares approved for listing on NYSE (or if our ordinary shares are not listed on NYSE, on the principal other U.S. national or regional securities exchange on which our ordinary shares are then listed) and qualified or registered under applicable state securities laws, if required; provided that we will not be required to qualify as a foreign corporation or to take any action that would subject us to general service of process in any such jurisdiction where we are not presently qualified or where we are not presently subject to taxation as a foreign corporation and such qualification or action would subject us to such taxation.
 
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The proceeds of this offering will not be deposited into an escrow account pending any acquisition termination redemption of the convertible preferred shares. Our ability to pay the Acquisition Termination Make-whole Amount to holders of the convertible preferred shares in connection with an acquisition termination redemption may be limited by our then-existing financial resources, and following our election, if any, to redeem the convertible preferred shares, sufficient funds may not be available when necessary to pay the Acquisition Termination Make-whole Amount.
Liquidation Preference
In the event of our voluntary or involuntary liquidation, winding-up or dissolution, each holder of the convertible preferred shares will be entitled to receive a Liquidation Preference in the amount of $100.00 per convertible preferred share, or the “Liquidation Preference,” plus an amount equal to accumulated and unpaid dividends on the shares, whether or not declared, to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of our assets legally available for distribution to our shareholders, after satisfaction of liabilities to our creditors and holders of shares of any class or series of our share capital ranking senior to the convertible preferred shares as to distribution rights upon our liquidation, winding-up or dissolution and before any payment or distribution is made to holders of any class or series of our share capital ranking junior to the convertible preferred shares as to distribution rights upon our liquidation, winding-up or dissolution (including our ordinary shares). If, upon our voluntary or involuntary liquidation, winding-up or dissolution, the amounts payable with respect to the Liquidation Preference, plus an amount equal to accumulated and unpaid dividends to, but excluding, the date fixed for such liquidation, winding up or dissolution, whether or not declared, on the convertible preferred shares and all Parity Shares are not paid in full, the holders of the convertible preferred shares and any other such Parity Shares will share equally and ratably in any distribution of our assets in proportion to their respective liquidation preferences and amounts equal to accumulated and unpaid dividends (if any) to which they are entitled. After payment of the full amount of the Liquidation Preference and an amount equal to accumulated and unpaid dividends to which they are entitled, the holders of the convertible preferred shares will have no right or claim to any of our remaining assets.
Neither the sale of all or substantially all of our assets or business (other than in connection with our liquidation, winding-up or dissolution), nor our merger or consolidation into or with any other person, will be deemed to be our voluntary or involuntary liquidation, winding-up or dissolution.
The Statement of Rights will not contain any provision requiring funds to be set aside to protect the Liquidation Preference of the convertible preferred shares.
Voting Rights
The holders of the convertible preferred shares will not have voting rights other than those described below, except as specifically required by Jersey law or by our Articles from time to time.
Whenever dividends on any of the convertible preferred shares have not been declared and paid for the equivalent of six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the Initial Issue Date and ending on, but excluding, September 1, 2021), whether or not for consecutive dividend periods (a “Nonpayment”), the authorized number of directors on our board of directors will, at the next annual meeting of shareholders or at a special meeting of shareholders as provided below, automatically be increased by two and the holders of such convertible preferred shares, voting together as a single class with holders of any and all other series of Voting Preferred Shares (as defined below) then outstanding, will be entitled, at our next annual meeting of shareholders or at a special meeting of shareholders as provided below, to vote for the election of a total of two additional members of our board of directors, or the “Preferred Share Directors”; provided that the election of any such Preferred Share Directors will not cause us to violate the corporate governance requirements of NYSE (or any other exchange or automated quotation system on which our securities may be listed); provided further that our board of directors shall, at no time, include more than two Preferred Share Directors.
In the event of a Nonpayment, the holders of at least 25% in aggregate liquidation preference of the convertible preferred shares and any other series of Voting Preferred Shares may request that a
 
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special meeting of shareholders be called to elect such Preferred Share Directors (provided that, to the extent permitted by our Articles, if our next annual or a special meeting of shareholders is scheduled to be held within 90 days of the receipt of such request, the election of such Preferred Share Directors will be included in the agenda for, and will be held at, such scheduled annual or special meeting of shareholders). The Preferred Share Directors will stand for reelection annually, at each subsequent annual meeting of the shareholders, so long as the holders of the convertible preferred shares continue to have such voting rights.
At any meeting at which the holders of the convertible preferred shares are entitled to elect Preferred Share Directors, the holders of a majority of the then outstanding convertible preferred shares and all other series of Voting Preferred Shares collectively, present in person or represented by proxy, will constitute a quorum and the vote of the holders of a majority of such convertible preferred shares and other Voting Preferred Shares so present or represented by proxy at any such meeting at which there shall be a quorum shall be sufficient to elect the Preferred Share Directors.
As used in this prospectus supplement, “Voting Preferred Shares” means any other class or series of our Parity Shares upon which like voting rights for the election of directors have been conferred and are exercisable. Whether a plurality, majority or other portion in voting power of the convertible preferred shares and any other Voting Preferred Shares have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the convertible preferred shares and such other Voting Preferred Shares voted.
If and when all accumulated and unpaid dividends have been paid in full (a “Nonpayment Remedy”), the holders of the convertible preferred shares shall immediately and, without any further action by us, be divested of the foregoing voting rights, subject to the revesting of such rights in the event of each subsequent Nonpayment. If such voting rights for the holders of the convertible preferred shares and all other holders of Voting Preferred Shares have terminated, the term of office of each Preferred Share Director so elected will terminate at such time and the authorized number of directors on our board of directors shall automatically decrease by two.
Any Preferred Share Director may be removed at any time, with or without cause, by the holders of record of a majority in voting power of the outstanding convertible preferred shares and any other series of Voting Preferred Shares then outstanding (voting together as a single class) when they have the voting rights described above. In the event that a Nonpayment shall have occurred and there shall not have been a Nonpayment Remedy, any vacancy in the office of a Preferred Share Director (other than prior to the initial election of Preferred Share Directors after a Nonpayment) may be filled by the written consent of the Preferred Share Director remaining in office, except in the event that such vacancy is created as a result of such Preferred Share Director being removed or if no Preferred Share Director remains in office, such vacancy may be filled by a vote of the holders of record of a majority in voting power of the outstanding convertible preferred shares and any other series of Voting Preferred Shares then outstanding (voting together as a single class) when they have the voting rights described above; provided that the election of any such Preferred Share Directors will not cause us to violate the corporate governance requirements of NYSE (or any other exchange or automated quotation system on which our securities may be listed). The Preferred Share Directors will each be entitled to one vote per director on any matter that comes before our board of directors for a vote.
Subject to the two immediately succeeding paragraphs, so long as any convertible preferred shares remain outstanding, we will not, without the affirmative vote or consent of the holders of at least two-thirds in voting power of the outstanding convertible preferred shares, voting as a separate class, given in person or by proxy, either in writing or at an annual or special meeting of such shareholders:

issue, authorize, create, or increase the authorized amount of, any Senior Shares;

amend, alter or repeal the provisions of our Articles or the Statement of Rights so as to materially and adversely affect the special rights, preferences, privileges or voting powers of the convertible preferred shares; or

consummate a binding share exchange or reclassification involving the convertible preferred shares or a merger or consolidation of us with another entity, unless, in each case: (i) the
 
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convertible preferred shares remain outstanding and are not amended in any respect (other than as required by the Statement of Rights as in effect on the Initial Issue Date) or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, are converted or reclassified into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent; and (ii) such convertible preferred shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, taken as a whole, of the convertible preferred shares immediately prior to such consummation;
provided, however, that in the event that a transaction would trigger voting rights under both the second and third bullet point above, the third bullet point will govern; provided, further, however, that each of:

any increase in the amount of our authorized but unissued preferred shares;

any increase in the authorized or issued convertible preferred shares; and

the creation or issuance, or an increase in the authorized or issued amount, of any other series of Parity Shares or any class or series of Junior Shares,
will be deemed not to adversely affect the special rights, preferences, privileges or voting powers of the convertible preferred shares and shall not require the affirmative vote or consent of holders of the convertible preferred shares.
In addition, without the consent of the holders of the convertible preferred shares, so long as such action does not materially adversely affect the rights, preferences, privileges or voting powers of the convertible preferred shares and limitations and restrictions thereof, we may amend, alter, supplement or repeal any terms of the convertible preferred shares to:

cure any ambiguity or mistake, or to correct or supplement any provision contained in the Statement of Rights establishing the terms of the convertible preferred shares that may be defective or inconsistent with any other provision contained in such Statement of Rights;

make any provision with respect to matters or questions relating to the convertible preferred shares that is not inconsistent with the provisions of our Articles or the Statement of Rights establishing the terms of the convertible preferred shares; or

waive any of our rights with respect thereto.
Without the consent of the holders of the convertible preferred shares, we may also amend, alter, supplement or repeal any terms of the convertible preferred shares to (i) conform the terms of the convertible preferred shares to the description thereof in the accompanying prospectus as supplemented and/or amended by this “Description of Convertible Preferred Shares” section of the preliminary prospectus supplement for the convertible preferred shares, as supplemented by the related pricing term sheet, (ii) file a certificate of correction with respect to the Statement of Rights to the extent permitted by The Companies (Jersey) Law 1991, as amended or (iii) amend the Statement of Rights for the convertible preferred shares in connection with a Reorganization Event pursuant to the provisions below under the heading “—Recapitalization, Reclassifications and Changes of Our Ordinary Shares.”
Mandatory Conversion
Each outstanding convertible preferred share, unless previously converted or redeemed, will automatically convert on the Mandatory Conversion Date (as defined below), into a number of ordinary shares equal to the conversion rate described below.
The conversion rate, which is the number of ordinary shares issuable upon conversion of each convertible preferred share on the Mandatory Conversion Date (excluding any ordinary shares issued in respect of accumulated and unpaid dividends, as described below), will be as follows:

if the Applicable Market Value of our ordinary shares is greater than the Threshold Appreciation Price, which is approximately $      , then the conversion rate will be           ordinary shares per convertible preferred share, or the “Minimum Conversion Rate”;
 
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if the Applicable Market Value of our ordinary shares is less than or equal to the Threshold Appreciation Price but equal to or greater than the Initial Price, which is approximately $      , then the conversion rate will be equal to $100.00 divided by the Applicable Market Value of our ordinary shares, rounded to the nearest ten-thousandth of a share; or

if the Applicable Market Value of our ordinary shares is less than the Initial Price, then the conversion rate will be           ordinary shares per convertible preferred share, or the “Maximum Conversion Rate.”
We refer to the Minimum Conversion Rate and the Maximum Conversion Rate collectively as the “Fixed Conversion Rates.” The “Threshold Appreciation Price” is calculated by dividing $100.00 by the Minimum Conversion Rate, and represents an approximately    % appreciation over the Initial Price. The “Initial Price” is calculated by dividing $100.00 by the Maximum Conversion Rate, and initially is approximately equal to the per share public offering price of our ordinary shares in the concurrent offering of our ordinary shares (or, if such concurrent offering does not price, the closing price of our ordinary shares on June           , 2021). The Fixed Conversion Rates are subject to adjustment as described in “— Anti-dilution Adjustments” below.
If we declare a dividend for the dividend period ending on, but excluding, June 1, 2024, we will pay such dividend to the holders of record as of the immediately preceding Regular Record Date, as described above under “—Dividends.” If on or prior to June 1, 2024 we have not declared all or any portion of the accumulated and unpaid dividends on the convertible preferred shares, the conversion rate will be adjusted so that holders receive upon mandatory conversion of the convertible preferred shares on the Mandatory Conversion Date an additional number of ordinary shares equal to:

the amount of such accumulated and unpaid dividends that have not been declared, or the “Mandatory Conversion Additional Conversion Amount,” divided by

the greater of (i) the Floor Price and (ii) 97% of the Average Price (calculated using June 1, 2024 as the applicable Dividend Payment Date).
To the extent that the Mandatory Conversion Additional Conversion Amount exceeds the product of the number of additional shares and 97% of the Average Price, we will, if we are able to do so under applicable Jersey law, pay such excess amount in cash (rounded to the nearest cent) pro rata to the holders of the convertible preferred shares on the Mandatory Conversion Date. To the extent that we are not able to pay such excess amount in cash under applicable Jersey law, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.
Hypothetical Conversion Values upon Mandatory Conversion
For illustrative purposes only, the following table shows the number of ordinary shares that a holder of the convertible preferred shares would receive upon mandatory conversion of one convertible preferred share at various Applicable Market Values for our ordinary shares. The table assumes that there will be no conversion adjustments as described below in “—Anti-dilution Adjustments” and that dividends on the convertible preferred shares will be declared and paid in cash (and not in additional ordinary shares). The actual Applicable Market Value of our ordinary shares may differ from those set forth in the table below. Given an Initial Price of approximately $      and a Threshold Appreciation Price of approximately $      , a holder of convertible preferred shares would receive on the Mandatory Conversion Date the number of ordinary shares per convertible preferred share set forth below:
 
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Assumed Applicable
Market Value of
our ordinary shares
Number of ordinary shares to be
received upon mandatory conversion
Assumed conversion value (calculated
as Applicable Market Value multiplied
by the number of ordinary shares to be
received upon mandatory conversion)
$ $      
$ $
$ $
$ $
$ $
$ $
$ $
Accordingly, assuming that the market price of our ordinary shares on the Mandatory Conversion Date is the same as the Applicable Market Value of our ordinary shares, the aggregate market value of our ordinary shares you receive upon mandatory conversion of a convertible preferred share (excluding any of our ordinary shares you receive in respect of accumulated and unpaid dividends) will be:

greater than the $100.00 liquidation preference of the convertible preferred share, if the Applicable Market Value is greater than the Threshold Appreciation Price;

equal to the $100.00 liquidation preference of the convertible preferred share, if the Applicable Market Value is less than or equal to the Threshold Appreciation Price and greater than or equal to the Initial Price; and

less than the $100.00 liquidation preference of the convertible preferred share, if the Applicable Market Value is less than the Initial Price.
Definitions
“Applicable Market Value” means the Average VWAP per ordinary share over the Settlement Period.
“Settlement Period” means the 30 consecutive Trading Day period commencing on, and including, the 31st Scheduled Trading Day immediately preceding June 1, 2024.
“Mandatory Conversion Date” means the second Business Day immediately following the last Trading Day of the Settlement Period. The Mandatory Conversion Date is expected to be June 1, 2024.
A “Trading Day” means a day on which:

there is no Market Disruption Event; and

trading in our ordinary shares generally occurs on the Relevant Stock Exchange;
provided that if our ordinary shares are not listed or admitted for trading on a Relevant Stock Exchange, “Trading Day” means a “Business Day.”
A “Scheduled Trading Day” is any day that is scheduled to be a Trading Day.
“Market Disruption Event” means:

a failure by the Relevant Stock Exchange to open for trading during its regular trading session; or

or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for our ordinary shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) in our ordinary shares.
“Relevant Stock Exchange” means NYSE or, if our ordinary shares are not then listed on NYSE, on the principal other U.S. national or regional securities exchange on which our ordinary shares are
 
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then listed or, if our ordinary shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which our ordinary shares are then listed or admitted for trading.
“VWAP” per ordinary share on any Trading Day means the per share volume-weighted average price as displayed on Bloomberg page “CLVT <EQUITY> AQR” ​(or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is not available, the market value per ordinary share on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by us for this purpose). The “Average VWAP” per share over a certain period means the arithmetic average of the VWAP per share for each Trading Day in such period.
Early Conversion at the Option of the Holder
Other than during a Fundamental Change Conversion Period (as defined below in “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”), holders of convertible preferred shares have the right to convert their convertible preferred shares, in whole or in part (but in no event less than one convertible preferred share), at any time prior to June 1, 2024 (an “Early Conversion”), into our ordinary shares at the Minimum Conversion Rate per convertible preferred share.
If, as of the conversion date (as defined below under “—Conversion Procedures—Upon Early Conversion or Upon a Conversion in Connection with a Fundamental Change”) of any Early Conversion, or the “Early Conversion Date,” we have not declared all or any portion of the accumulated and unpaid dividends for all full dividend periods ending on or before the Dividend Payment Date immediately prior to such Early Conversion Date, the conversion rate for such Early Conversion will be adjusted so that holders converting their convertible preferred shares at such time receive upon early conversion of the convertible preferred shares an additional number of ordinary shares equal to:

such amount of accumulated and unpaid dividends that have not been declared for such full dividend periods, or the “Early Conversion Additional Conversion Amount,” divided by

the greater of (i) the Floor Price and (ii) the Average VWAP per ordinary share over the 30 consecutive Trading Day period, or the “Early Conversion Settlement Period,” commencing on, and including, the 31st Scheduled Trading Day immediately preceding the Early Conversion Date, or the “Early Conversion Average Price.”
To the extent that the Early Conversion Additional Conversion Amount exceeds the product of such number of additional shares and the Early Conversion Average Price, we will not have any obligation to pay the shortfall in cash or deliver ordinary shares in respect of such shortfall.
Except as described above, upon any Early Conversion of any convertible preferred shares, we will make no payment or allowance for unpaid dividends on such convertible preferred shares, unless such Early Conversion Date occurs after the Regular Record Date for a declared dividend and on or prior to the immediately succeeding Dividend Payment Date, in which case such dividend will be paid on such Dividend Payment Date to the holder of record of the converted convertible preferred shares as of such Regular Record Date, as described under “—Dividends.”
Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount
General
If a “Fundamental Change” ​(as defined below) occurs on or prior to June 1, 2024, holders of the convertible preferred shares will have the right, or the “Fundamental Change Conversion Right,” during the Fundamental Change Conversion Period (as defined below) to:
(i)
convert their convertible preferred shares, in whole or in part (but in no event less than one convertible preferred share), into ordinary shares at the conversion rate specified in the table below, or the “Fundamental Change Conversion Rate”;
 
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(ii)
with respect to such converted shares, receive a Fundamental Change Dividend Make-whole Amount (as defined below) payable in cash or ordinary shares; and
(iii)
with respect to such converted shares, receive the Accumulated Dividend Amount (as defined below) payable in cash or ordinary shares,
subject in the case of clauses (ii) and (iii) to certain limitations with respect to the number of ordinary shares that we will be required to deliver, all as described below. Notwithstanding clauses (ii) and (iii) above, if the Fundamental Change Effective Date (as defined below) or the Fundamental Change Conversion Date (as defined below) falls after the Regular Record Date for a declared dividend and prior to the next Dividend Payment Date, such dividend will be paid on such Dividend Payment Date to the holders of record as of such Regular Record Date, as described under “— Dividends” and will not be included in the Accumulated Dividend Amount, and the Fundamental Change Dividend Make-whole Amount will not include the present value of the payment of such dividend.
To exercise this Fundamental Change Conversion Right, holders must submit their convertible preferred shares for conversion at any time during the period, which we call the “Fundamental Change Conversion Period,” beginning on, and including, the Fundamental Change Effective Date and ending at the close of business on the date that is 20 calendar days after the Fundamental Change Effective Date (or, if later, the date that is 20 calendar days after the date of notice of such Fundamental Change), but in no event later than June 1, 2024. Holders of the convertible preferred shares that submit the shares for conversion during the Fundamental Change Conversion Period shall be deemed to have exercised their Fundamental Change Conversion Right. Holders of the convertible preferred shares who do not submit their shares for conversion during the Fundamental Change Conversion Period will not be entitled to convert their convertible preferred shares at the relevant Fundamental Change Conversion Rate or to receive the relevant Fundamental Change Dividend Make-whole Amount or the relevant Accumulated Dividend Amount. The “Fundamental Change Conversion Date” refers to the conversion date (as defined below under “— Conversion Procedures—Upon Early Conversion or Upon a Conversion in Connection with a Fundamental Change”) during the Fundamental Change Conversion Period.
We will notify holders of the Fundamental Change Effective Date no later than the second Business Day immediately following the Fundamental Change Effective Date.
A “Fundamental Change” will be deemed to have occurred, at any time after the Initial Issue Date of the convertible preferred shares, if any of the following occurs:
(i)
any “person” or “group” ​(as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than us, any of our wholly-owned subsidiaries or any of our or our wholly-owned subsidiaries’ employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the “beneficial owner” ​(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of our ordinary shares, unless such beneficial ownership arises solely as a result of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act and is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the Exchange Act; provided that no person or group shall be deemed to be the beneficial owner of any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or group until such tendered securities are accepted for purchase or exchange under such offer;
(ii)
the consummation of (A) any recapitalization, reclassification or change of our ordinary shares (other than changes resulting from a subdivision or combination or change in par value) as a result of which our ordinary shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or a combination thereof); (B) any consolidation, merger or other combination of us or binding share exchange pursuant to which our ordinary shares will be converted into, or exchanged for, stock, other securities or other property or assets (including cash or a combination thereof); or (C) any sale, lease or other
 
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transfer or disposition in one transaction or a series of transactions of all or substantially all of the consolidated assets of ours and our subsidiaries taken as a whole, to any person other than one or more of our direct or indirect wholly-owned subsidiaries; or
(iii)
our ordinary shares (or other ordinary shares, other common equity or depositary receipts in respect of common equity or similar certificates, in each case, underlying the convertible preferred shares) cease to be listed for trading on any of NYSE, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors).
However, a transaction or transactions described in clause (i) or clause (ii) above will not constitute a Fundamental Change if at least 90% of the consideration received or to be received by our ordinary shareholders, excluding cash payments for fractional shares or pursuant to statutory appraisal rights, in connection with such transaction or transactions consists of ordinary shares, other common equity, depositary receipts representing common equity interests or similar certificates, in each case, that are listed on any of NYSE, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors) or will be so listed when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions such consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) becomes the Exchange Property.
Fundamental Change Conversion Rate
The Fundamental Change Conversion Rate will be determined by reference to the table below and is based on the effective date of the Fundamental Change, or the “Fundamental Change Effective Date,” and the price, or the “Fundamental Change Share Price,” paid (or deemed paid) per ordinary share in such Fundamental Change. If all holders of our ordinary shares receive only cash in exchange for their ordinary shares in the Fundamental Change, the Fundamental Change Share Price shall be the cash amount paid per share. Otherwise, the Fundamental Change Share Price shall be the Average VWAP per ordinary share over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the relevant Fundamental Change Effective Date.
The Fundamental Change Share Prices set forth in the first row of the table (i.e., the column headers) will be adjusted as of any date on which the Fixed Conversion Rates of the convertible preferred shares are adjusted. The adjusted Fundamental Change Share Prices will equal (i) the Fundamental Change Share Prices applicable immediately prior to such adjustment, multiplied by (ii) a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment giving rise to the Fundamental Change Share Price adjustment and the denominator of which is the Minimum Conversion Rate as so adjusted. Each of the Fundamental Change Conversion Rates in the table below will be subject to adjustment in the same manner and at the same time as each Fixed Conversion Rate as set forth in “—Anti-dilution Adjustments.”
The following table sets forth the Fundamental Change Conversion Rate per convertible preferred share for each Fundamental Change Share Price and Fundamental Change Effective Date set forth below.
Fundamental Change Share Price
Fundamental Change Effective Date
  $   
  $   
  $   
  $   
  $   
  $   
  $   
  $   
June  , 2021
June 1, 2022
June 1, 2023
June 1, 2024
The exact Fundamental Change Share Price and Fundamental Change Effective Date may not be set forth in the table, in which case:

if the Fundamental Change Share Price is between two Fundamental Change Share Price amounts in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Fundamental Change Conversion Rate will be
 
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determined by a straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Share Price amounts and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365 or 366-day year, as applicable;

if the Fundamental Change Share Price is in excess of $      per share (subject to adjustment in the same manner as the Fundamental Change Share Prices above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate; and

if the Fundamental Change Share Price is less than $      per share (subject to adjustment in the same manner as the Fundamental Change Share Prices above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate.
Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount
For any convertible preferred shares that are converted during the Fundamental Change Conversion Period, in addition to the ordinary shares issued upon conversion at the Fundamental Change Conversion Rate, we will at our option (subject to satisfaction of the requirements described below):
(a)
pay in cash (rounded to the nearest cent), to the extent we are legally permitted to do so, the present value, computed using a discount rate of    % per annum, of all dividend payments on the convertible preferred shares (excluding any Accumulated Dividend Amount) for (i) the partial dividend period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (ii) all the remaining full dividend periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, June 1, 2024, or the “Fundamental Change Dividend Make-whole Amount”;
(b)
increase the number of ordinary shares to be issued on conversion by a number equal to (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Share Price; or
(c)
pay the Fundamental Change Dividend Make-whole Amount in a combination of cash and ordinary shares in accordance with the provisions of clauses (a) and (b) above.
In addition, to the extent that the Accumulated Dividend Amount exists as of the Fundamental Change Effective Date, holders who convert their convertible preferred shares within the Fundamental Change Conversion Period will be entitled to receive such Accumulated Dividend Amount upon conversion. As used herein, the term “Accumulated Dividend Amount” means, in connection with a Fundamental Change, the aggregate amount of accumulated and unpaid dividends, if any, for dividend periods prior to the relevant Fundamental Change Effective Date, including for the partial dividend period, if any, from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental Change Effective Date. The Accumulated Dividend Amount will be payable at our election (subject to satisfaction of the requirements described below):

in cash (rounded to the nearest cent), to the extent we are legally permitted to do so;

in an additional number of ordinary shares equal to (x) the Accumulated Dividend Amount divided by (y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Share Price; or

through any combination of cash and ordinary shares in accordance with the provisions of the preceding two bullets.
We will pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash, except to the extent we elect on or prior to the second Business Day following the Fundamental Change Effective Date to make all or any portion of such payments in ordinary shares.
 
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If we elect to deliver ordinary shares in respect of all or any portion of the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount (or, if applicable, the dollar amount of any portion thereof paid in ordinary shares) exceeds the product of the number of additional shares we deliver in respect thereof and 97% of the Fundamental Change Share Price, we will, if we are able to do so under applicable Jersey law, pay such excess amount in cash (rounded to the nearest cent). To the extent that we are not able to pay such excess amount in cash under applicable Jersey law, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.
No fractional ordinary shares will be delivered to converting holders of the convertible preferred shares in respect of the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount. We will instead pay a cash amount (rounded to the nearest cent) to each converting holder that would otherwise be entitled to receive a fraction of an ordinary share based on the Average VWAP per ordinary share over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the relevant conversion date. In the event that we cannot pay such cash amount in lieu of a fractional share for any reason, we will instead round up our share delivery obligation to each holder to the nearest whole ordinary share.
However, if we are prohibited from paying or delivering, as the case may be, the Fundamental Change Dividend Make-whole Amount (whether in cash or in ordinary shares), in whole or in part, due to limitations of applicable Jersey law, the Fundamental Change Conversion Rate will instead be increased by a number of ordinary shares equal to the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-whole Amount, divided by the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Share Price. To the extent that the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-whole Amount exceeds the product of such number of additional shares and 97% of the Fundamental Change Share Price, we will not have any obligation to pay the shortfall in cash or deliver additional ordinary shares in respect of such amount.
Not later than the second Business Day following the Fundamental Change Effective Date, we will notify holders of:

the Fundamental Change Conversion Rate;

the Fundamental Change Dividend Make-whole Amount and whether we will pay such amount in cash, ordinary shares or a combination thereof, specifying the combination, if applicable; and

the Accumulated Dividend Amount as of the Fundamental Change Effective Date and whether we will pay such amount in cash, ordinary shares or a combination thereof, specifying the combination, if applicable.
Our obligation to deliver shares at the Fundamental Change Conversion Rate and pay the Fundamental Change Dividend Make-whole Amount could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies and therefore may not be enforceable in whole or in part.
Conversion Procedures
Upon Mandatory Conversion
Any outstanding convertible preferred shares will automatically convert into ordinary shares on the Mandatory Conversion Date.
If more than one convertible preferred share held by the same holder is automatically converted on the Mandatory Conversion Date, the number of ordinary shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of our convertible preferred shares so converted.
 
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You will not be required to pay any transfer taxes or duties relating to the issuance or delivery of our ordinary shares upon conversion, but you will be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the ordinary shares in a name other than your own.
So long as the convertible preferred shares being converted are in global form, except as set forth in the provisions “—Anti-Dilution Adjustments”, the ordinary shares issuable upon conversion will be delivered to the converting holder through the facilities of DTC, in each case together with delivery by the Company to the converting holder of any cash to which the converting holder is entitled, on the later of (i) the Mandatory Conversion Date and (ii) the Business Day after you have paid in full all applicable taxes and duties, if any.
The person or persons entitled to receive the ordinary shares issuable upon mandatory conversion of the convertible preferred shares will be treated as the record holder(s) of such shares as of the close of business on the Mandatory Conversion Date. Except as provided in “—Anti-dilution Adjustments,” prior to the close of business on the Mandatory Conversion Date, the ordinary shares issuable upon conversion of the convertible preferred shares will not be deemed to be outstanding for any purpose and you will have no rights with respect to such ordinary shares, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on the ordinary shares, by virtue of holding the convertible preferred shares.
Upon Early Conversion or Upon a Conversion in Connection with a Fundamental Change
If a holder elects to convert the convertible preferred shares prior to June 1, 2024, in the manner described in “—Early Conversion at the Option of the Holder” or “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount,” you must observe the following conversion procedures:

if such holder holds a beneficial interest in a global convertible preferred share, such holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program; and

if such holder holds convertible preferred shares in certificated form, such holder must comply with certain procedures set forth in the Statement of Rights.
The “conversion date” will be the date on which you have satisfied the foregoing requirements, to the extent applicable.
If more than one convertible preferred share is surrendered for conversion at one time by or for the same holder, the number of ordinary shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of convertible preferred shares so surrendered.
You will not be required to pay any taxes or duties relating to the issuance or delivery of our ordinary shares upon conversion, but you will be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the ordinary shares in a name other than your own.
So long as the convertible preferred shares being converted are in global form, except as set forth in the provisions “—Anti-Dilution Adjustments”, the ordinary shares will be issued and delivered to the converting holder through the facilities of DTC on the latest of (i) the second Business Day immediately succeeding the conversion date, (ii) the second Business Day immediately succeeding the last day of the Early Conversion Settlement Period and (iii) the Business Day after you have paid in full all applicable taxes and duties, if any.
The person or persons entitled to receive the ordinary shares issuable upon early conversion of the convertible preferred shares or upon conversion in connection with a Fundamental Change will be treated as the record holder(s) of such shares as of the close of business on the Early Conversion Date or Fundamental Change Conversion Date, as applicable. Except as provided in “—Anti-dilution Adjustments,” prior to the close of business on the applicable Early Conversion Date or Fundamental Change Conversion Date, the ordinary shares issuable upon early conversion of the convertible preferred
 
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shares will not be outstanding for any purpose and you will have no rights with respect to such ordinary shares, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on the ordinary shares, by virtue of holding the convertible preferred shares.
Fractional Shares
No fractional ordinary shares will be issued to holders of the convertible preferred shares upon conversion. In lieu of any fractional ordinary shares otherwise issuable in respect of the aggregate number of convertible preferred shares of any holder that are converted, that holder will be entitled to receive an amount in cash (rounded to the nearest cent) equal to the product of: (i) that same fraction and (ii) the Average VWAP of our ordinary shares over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the relevant conversion date. In the event that we cannot pay such amount in cash in lieu of a fractional share for any reason, we will instead round up our share delivery obligation to each holder to the nearest whole ordinary share.
Anti-dilution Adjustments
Each Fixed Conversion Rate will be adjusted as described below, except that we will not make any adjustments to the Fixed Conversion Rates if holders of the convertible preferred shares participate (other than in the case of a share split or share combination or a tender or exchange offer described in clause (5) below), at the same time and upon the same terms as holders of our ordinary shares and solely as a result of holding the convertible preferred shares, in any of the transactions described below without having to convert their convertible preferred shares as if they held a number of ordinary shares equal to (i) the Maximum Conversion Rate as of the record date for such transaction, multiplied by (ii) the number of convertible preferred shares held by such holder.
(1)
If we exclusively issue ordinary shares as a dividend or distribution on our ordinary shares, or if we effect a share split or share combination, each Fixed Conversion Rate will be adjusted based on the following formula:
CR1 = CR0 ×
OS1
OS0
where,
CR0 =
such Fixed Conversion Rate in effect immediately prior to the close of business on the record date (as defined below) of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;
CR1 =
such Fixed Conversion Rate in effect immediately after the close of business on such record date or immediately after the open of business on such effective date, as applicable;
OS0 =
the number of ordinary shares outstanding immediately prior to the close of business on such record date or immediately prior to the open of business on such effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and
OS1 =
the number of ordinary shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination.
Any adjustment made under this clause (1) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this clause (1) is declared but not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date our board of directors or a committee thereof determines not to pay such dividend or distribution, to such Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
 
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“Effective date” as used in this clause (1) means the first date on which the ordinary shares trade on the Relevant Stock Exchange, regular way, reflecting the relevant share split or share combination, as applicable.
“Record date” means, with respect to any dividend, distribution or other transaction or event in which the holders of our ordinary shares (or other applicable security) have the right to receive any cash, securities or other property or in which our ordinary shares (or such other security) are exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of our ordinary shares (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by our board of directors or a duly authorized committee thereof, statute, contract or otherwise).
(2)
If we issue to all or substantially all holders of our ordinary shares any rights, options or warrants (other than pursuant to a shareholders’ rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such issuance, to subscribe for or purchase our ordinary shares at a price per share that is less than the Average VWAP per ordinary share for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, each Fixed Conversion Rate will be increased based on the following formula:
CR1 = CR0 ×
OS0 + X
OS0 + Y
where,
CR0 =
such Fixed Conversion Rate in effect immediately prior to the close of business on the record date for such issuance;
CR1 =
such Fixed Conversion Rate in effect immediately after the close of business on such record date;
OS0 =
the number of ordinary shares outstanding immediately prior to the close of business on such record date;
X    =
the total number of ordinary shares issuable pursuant to such rights, options or warrants; and
Y    =
the number of ordinary shares equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the Average VWAP per ordinary share over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.
Any increase made under this clause (2) will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the record date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their expiration or ordinary shares are not delivered after the exercise of such rights, options or warrants, each Fixed Conversion Rate shall be decreased to such Fixed Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of ordinary shares actually delivered, if any. If such rights, options or warrants are not so issued, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date our board of directors or a committee thereof determines not to pay such dividend or distribution, to such Fixed Conversion Rate that would then be in effect if such record date for such issuance had not occurred.
For the purpose of this clause (2), in determining whether any rights, options or warrants entitle the holders of our ordinary shares to subscribe for or purchase ordinary shares at less than such Average VWAP per share for the ten consecutive trading day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such ordinary shares, there shall be taken into account any consideration
 
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received by us for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by us in good faith.
(3)
If we distribute shares of our share capital, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our share capital or other securities, to all or substantially all holders of our ordinary shares, excluding:

dividends, distributions or issuances as to which the provisions set forth in in clause (1) or (2) shall apply;

dividends or distributions paid exclusively in cash as to which the provisions set forth in clause (4) below shall apply;

any dividends and distributions upon conversion of, or in exchange for, our ordinary shares in connection with a recapitalization, reclassification, change, consolidation, merger or other combination, share exchange, or sale, lease or other transfer or disposition resulting in the change in the consideration due upon conversion as described below under “— Recapitalizations, Reclassifications and Changes of Our Ordinary Shares”;

except as otherwise described below, rights issued pursuant to a shareholder rights plan adopted by us; and

spin-offs as to which the provisions set forth below in this clause (3) shall apply;
then each Fixed Conversion Rate will be increased based on the following formula:
CR1 = CR0 ×
SP0
SP0 – FMV
where,
CR0 =
such Fixed Conversion Rate in effect immediately prior to the close of business on the record date for such distribution;
CR1 =
such Fixed Conversion Rate in effect immediately after the close of business on such record date;
SP0 =
the Average VWAP per ordinary share over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-date (as defined below) for such distribution; and
FMV =
the fair market value (as determined by us in good faith) of the shares of share capital, evidences of indebtedness, assets, property, rights, options or warrants so distributed, expressed as an amount per ordinary share on the ex-date for such distribution.
“Ex-date” means the first date on which the ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from us or, if applicable, from the seller of our ordinary shares on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.
Any increase made under the portion of this clause (3) above will become effective immediately after the close of business on the record date for such distribution. If such distribution is not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date our board of directors or a committee thereof determines not to pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such distribution had not been declared.
Notwithstanding the foregoing, if “FMV” ​(as defined above) is equal to or greater than “SP0” ​(as defined above), in lieu of the foregoing increase, each holder shall receive, in respect of each convertible preferred share, at the same time and upon the same terms as holders of our ordinary shares, the amount and kind of our share capital, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our share capital or other securities that such holder would have
 
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received if such holder owned a number of ordinary shares equal to the Maximum Conversion Rate in effect on the record date for the distribution.
If we issue rights, options or warrants that are only exercisable upon the occurrence of certain triggering events, then:

we will not adjust the Fixed Conversion Rates pursuant to the foregoing in this clause (3) until the earliest of these triggering events occurs; and

we will readjust the Fixed Conversion Rates to the extent any of these rights, options or warrants are not exercised before they expire; provided that the rights, options or warrants trade together with our ordinary shares and will be issued in respect of future issuances of the ordinary shares.
With respect to an adjustment pursuant to this clause (3) where there has been a payment of a dividend or other distribution on our ordinary shares of shares of share capital of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange, which we refer to as a “spin-off,” each Fixed Conversion Rate will be increased based on the following formula:
CR1 = CR0 ×
FMV0 + MP0
MP0
where,
  CR0 =
such Fixed Conversion Rate in effect immediately prior to the open of business on the ex-date for the spin-off;
  CR1 =
such Fixed Conversion Rate in effect immediately after the open of business on the ex-date for the spin-off;
FMV0 =
the Average VWAP per share of the share capital or similar equity interest distributed to holders of our ordinary shares applicable to one ordinary share over the ten consecutive Trading Day period commencing on, and including, the ex-date for the spin-off, or the “valuation period”; and
  MP0 =
the Average VWAP per ordinary share over the valuation period.
The increase to each Fixed Conversion Rate under the preceding paragraph will be calculated as of the close of business on the last Trading Day of the valuation period but will be given retroactive effect as of immediately after the open of business on the ex-date of the spin-off. Because we will make the adjustment to each Fixed Conversion Rate with retroactive effect, we will delay the settlement of any conversion of convertible preferred shares where any date for determining the number of ordinary shares issuable to a holder occurs during the valuation period until the second Business Day after the last Trading Day of such valuation period. If such dividend or distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the date our board of directors or a committee thereof determines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
(4)
If any cash dividend or distribution is made to all or substantially all holders of our ordinary shares, each Fixed Conversion Rate will be adjusted based on the following formula:
CR1 = CR0 ×
SP0
SP0 – C
where,
CR0 =
such Fixed Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution;
 
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CR1 =
such Fixed Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution;
 SP0 =
the Average VWAP per ordinary share over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-date for such distribution; and
   C =
the amount in cash per share we distribute to all or substantially all holders of our ordinary shares.
Any increase made under this clause (4) shall become effective immediately after the close of business on the record date for such dividend or distribution. If such dividend or distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the date our board of directors or a committee thereof determines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
Notwithstanding the foregoing, if “C” ​(as defined above) is equal to or greater than “SP0” ​(as defined above), in lieu of the foregoing increase, each holder shall receive, in respect of each convertible preferred share, at the same time and upon the same terms as holders of our ordinary shares, the amount of cash that such holder would have received if such holder owned a number of ordinary shares equal to the Maximum Conversion Rate on the record date for such cash dividend or distribution.
(5)
If we or any of our subsidiaries make a payment in respect of a tender or exchange offer for our ordinary shares (other than an odd lot tender offer), to the extent that the cash and value of any other consideration included in the payment per ordinary share exceeds the Average VWAP per ordinary share over the ten consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, or the “expiration date,” each Fixed Conversion Rate will be increased based on the following formula:
CR1 = CR0 ×
AC + (SP1 × OS1)
OS0 × SP1
where,
CR0 =
such Fixed Conversion Rate in effect immediately prior to the close of business on the expiration date;
CR1 =
such Fixed Conversion Rate in effect immediately after the close of business on the expiration date;
AC =
the aggregate value of all cash and any other consideration (as determined by us in good faith) paid or payable for shares purchased in such tender or exchange offer;
OS0 =
the number of our ordinary shares outstanding immediately prior to the expiration date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer);
OS1 =
the number of our ordinary shares outstanding immediately after the expiration date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and
SP1 =
the Average VWAP of our ordinary shares over the ten consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the expiration date (the “averaging period”).
The increase to each Fixed Conversion Rate under the preceding paragraph will be calculated at the close of business on the last Trading Day of the averaging period but will be given retroactive effect as of immediately after the close of business on the expiration date. Because we will make the adjustment to each Fixed Conversion Rate with retroactive effect, we will delay the settlement of any
 
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conversion of convertible preferred shares where any date for determining the number of ordinary shares issuable to a holder occurs during the averaging period until the second Business Day after the last Trading Day of such averaging period. For the avoidance of doubt, no adjustment under this clause (5) will be made if such adjustment would result in a decrease in any Fixed Conversion Rate.
In the event that we or one of our subsidiaries is obligated to purchase ordinary shares pursuant to any such tender offer or exchange offer, but we or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each Fixed Conversion Rate shall again be adjusted to be such Fixed Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made (or had been made only in respect of the purchases that have been made and not rescinded).
We may, to the extent permitted by law and the rules of NYSE or any other securities exchange on which our ordinary shares or the convertible preferred shares are then listed, increase each Fixed Conversion Rate by any amount for a period of at least 20 Business Days if such increase is irrevocable during such 20 Business Days and we determine that such increase would be in our best interest. In addition, we may make such increases in each Fixed Conversion Rate as we deem advisable in order to avoid or diminish any income tax to holders of our ordinary shares resulting from any dividend or distribution of our ordinary shares (or issuance of rights or warrants to acquire our ordinary shares) or from any event treated as such for income tax purposes or for any other reason. We may only make such a discretionary adjustment if we make the same proportionate adjustment to each Fixed Conversion Rate.
Holders of the convertible preferred shares may, in certain circumstances, including a distribution of cash dividends to holders of our ordinary shares, be deemed to have received a distribution subject to U.S. Federal income tax as a dividend as a result of an adjustment or the nonoccurrence of an adjustment to the Fixed Conversion Rates. See “Tax Considerations—U.S. Federal Income Tax Considerations.”
If we have a rights plan in effect upon conversion of the convertible preferred shares into ordinary shares, you will receive, in addition to any ordinary shares received in connection with such conversion, the rights under the rights plan. However, if, prior to any conversion, the rights have separated from the ordinary shares in accordance with the provisions of the applicable rights plan, each Fixed Conversion Rate will be adjusted at the time of separation as if we distributed to all or substantially all holders of our ordinary shares, shares of our share capital, evidences of indebtedness, assets, property, rights, options or warrants as described in clause (3) above, subject to readjustment in the event of the expiration, termination or redemption of such rights. We do not currently have a shareholder rights plan in effect.
Adjustments to the Fixed Conversion Rates will be calculated to the nearest 1/10,000th of an ordinary share. No adjustment to any Fixed Conversion Rate will be required unless the adjustment would require an increase or decrease of at least 1% to each of the Fixed Conversion Rates; provided that if an adjustment is not made because the adjustment does not change each of the Fixed Conversion Rates by at least 1%, then such adjustment will be carried forward and taken into account in any future adjustment. Notwithstanding the foregoing, on each date for determining the number of ordinary shares issuable to a holder upon any conversion of the convertible preferred shares, we will give effect to all adjustments that we have otherwise deferred pursuant to this sentence, and those adjustments will no longer be carried forward and taken into account in any future adjustment.
The Fixed Conversion Rates will not be adjusted:

upon the issuance of any of our ordinary shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in ordinary shares under any plan;

upon the issuance of any ordinary shares or options, rights or warrants to purchase those shares pursuant to any present or future benefit or other incentive plan or program of or assumed by us or any of our subsidiaries;
 
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upon the issuance of any ordinary shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the convertible preferred shares was first issued;

for a change in the par value of our ordinary shares;

for sales of our ordinary shares for cash, other than in a transaction described in clause (2) or clause (3) above;

for share repurchases that are not tender or exchange offers referred to in clause (5) of the adjustments above, including structured or derivative transactions or pursuant to a share repurchase program approved by our board of directors; or

for accumulated dividends on the convertible preferred shares, except as described above under “—Mandatory Conversion,” “—Early Conversion at the Option of the Holder” and “— Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount.”
Except as otherwise provided above, we will be responsible for making all calculations called for under the convertible preferred shares and we will make these calculations in good faith. These calculations include, but are not limited to, determinations of the Fundamental Change Share Price, the VWAPs, the Average VWAPs and the Fixed Conversion Rates of the convertible preferred shares.
We will be required, reasonably promptly (but in any event within 10 Business Days) after the Fixed Conversion Rates are adjusted, to provide or cause to be provided written notice of the adjustment to the holders of the convertible preferred shares. We will also be required to deliver a statement setting forth in reasonable detail the method by which the adjustment to each Fixed Conversion Rate was determined and setting forth each adjusted Fixed Conversion Rate.
For the avoidance of doubt, if an adjustment is made to the Fixed Conversion Rates, no separate inversely proportionate adjustment will be made to the Initial Price or the Threshold Appreciation Price because the Initial Price is equal to $100.00 divided by the Maximum Conversion Rate (as adjusted in the manner described herein) and the Threshold Appreciation Price is equal to $100.00 divided by the Minimum Conversion Rate (as adjusted in the manner described herein).
Whenever the terms of the convertible preferred shares require us to calculate the VWAP per ordinary share over a span of multiple days, we will make appropriate adjustments in good faith (including, without limitation, to the Applicable Market Value, the Early Conversion Average Price, the Fundamental Change Share Price and the Average Price (as the case may be)) to account for any adjustments to the Fixed Conversion Rates (as the case may be) that become effective, or any event that would require such an adjustment if the record date, ex-date, effective date or expiration date (as the case may be) of such event occurs, during the relevant period used to calculate such prices or values (as the case may be).
If:

the record date for a dividend or distribution on our ordinary shares occurs after the end of the 30 consecutive Trading Day period used for calculating the Applicable Market Value and before the Mandatory Conversion Date; and

that dividend or distribution would have resulted in an adjustment of the number of shares issuable to the holders of the convertible preferred shares had such record date occurred on or before the last Trading Day of such 30 Trading Day period,
then we will deem the holders of the convertible preferred shares to be holders of record of our ordinary shares for purposes of that dividend or distribution. In this case, the holders of the convertible preferred shares would receive the dividend or distribution on our ordinary shares together with the number of our ordinary shares issuable upon mandatory conversion of the convertible preferred shares.
 
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Recapitalizations, Reclassifications and Changes of Our Ordinary Shares
In the event of:

any consolidation or merger of us with or into another person;

any sale, transfer, lease or conveyance to another person of all or substantially all of our property and assets;

any reclassification of our ordinary shares into securities (other than a share split or share combination), including securities other than our ordinary shares; or

any statutory exchange of our securities with another person (other than in connection with a merger or acquisition),
in each case, as a result of which our ordinary shares would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof) (each, a “Reorganization Event”), each convertible preferred share outstanding immediately prior to such Reorganization Event shall, without the consent of the holders of the convertible preferred shares, become convertible into the kind of stock, other securities or other property or assets (including cash or any combination thereof) that such holder would have been entitled to receive if such holder had converted its convertible preferred shares into ordinary shares immediately prior to such Reorganization Event (such stock, other securities or other property or assets (including cash or any combination thereof), the “Exchange Property,” with each “Unit of Exchange Property” meaning the kind and amount of Exchange Property that a holder of one ordinary share is entitled to receive), and, at the effective time of such Reorganization Event, we may amend the Statement of Rights without the consent of the holders of the convertible preferred shares to provide for such change in the convertibility of the convertible preferred shares.
If the transaction causes our ordinary shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Exchange Property into which the convertible preferred shares will be convertible will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of our ordinary shares in such Reorganization Event.
The number of Units of Exchange Property we will deliver upon conversion of each convertible preferred share, pursuant to the acquisition termination redemption provisions or as a payment of dividends on the convertible preferred shares, as applicable, following the effective date of such Reorganization Event will be determined as if references to our ordinary shares in the description of the conversion rate applicable upon mandatory conversion, conversion at the option of the holder or conversion at the option of the holder upon a Fundamental Change, the acquisition termination redemption provisions and/or the description of the relevant dividend payment provisions, as the case may be, were to Units of Exchange Property (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the date on which holders of the convertible preferred shares become holders of record of the underlying ordinary shares). For the purpose of determining which bullet of the definition of conversion rate in the second paragraph under “—Mandatory Conversion” will apply upon mandatory conversion, and for the purpose of calculating the conversion rate if the second bullet is applicable, the value of a Unit of Exchange Property will be determined in good faith by us, except that if a Unit of Exchange Property includes ordinary shares, other common equity or American Depositary Receipts (“ADRs”), that are traded on a U.S. national securities exchange, the value of such ordinary shares, other common equity or ADRs will be the average over the 30 consecutive Trading Day period used for calculating the Applicable Market Value of the volume-weighted average prices for such ordinary shares, other common equity or ADRs, as displayed on the applicable Bloomberg screen (as determined in good faith by us); or, if such price is not available, the average market value per share of such ordinary shares, other common equity or ADRs over such period as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by us for this purpose. The provisions of this paragraph will apply to successive Reorganization Events, and the provisions summarized under “— Anti-dilution Adjustments” will apply to any ordinary shares, other common equity or ADRs of us or any
 
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successor received by the holders of our ordinary shares in any such Reorganization Event. We (or any successor to us) will, as soon as reasonably practicable (but in any event within 20 calendar days) after the occurrence of any Reorganization Event provide written notice to the holders of the convertible preferred shares of such occurrence and of the kind and amount of cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice will not affect the operation of the provisions described in this section.
We will not become a party to any Reorganization Event unless its terms are consistent with the provisions described under this “—Recapitalizations, Reclassifications and Changes of Our Ordinary Shares” caption. On or before the date the Reorganization Event becomes effective, we and, if applicable, the resulting, surviving or transferee person (if not us) of such Reorganization Event (the “Successor Person”) will execute and deliver such supplemental instruments, if any, as we reasonably determine are necessary or desirable to (i) provide for subsequent adjustments to the Fixed Conversion Rates in a manner consistent with the provisions described above; and (ii) give effect to such other provisions, if any, as we reasonably determine are appropriate to preserve the economic interests of the holders of the convertible preferred shares and to give effect to the provisions described above.
It is possible that certain consolidations, mergers, combinations or other transactions could result in tax gains or losses to the holders either as a result of the transaction or the conversion thereafter. Holders are encouraged to consult with their own tax advisors regarding the tax consequences of the ownership, disposition and conversion of the convertible preferred shares.
Reservation of Shares
We will at all times reserve and keep available out of our authorized and unissued ordinary shares, solely for issuance upon conversion of the convertible preferred shares, the maximum number of our ordinary shares as shall be issuable from time to time upon the conversion of all the convertible preferred shares then outstanding (assuming, for such purposes, the maximum increase in the conversion rate in connection with the Mandatory Conversion Additional Conversion Amount).
Transfer Agent, Registrar and Conversion and Dividend Disbursing Agent
Continental Stock Transfer & Trust Company is the transfer agent and registrar of our ordinary shares and will serve as transfer agent, registrar, conversion and dividend disbursing agent for the convertible preferred shares.
Book-Entry, Delivery and Form
The convertible preferred shares will be issued in global form. DTC or its nominee will be the sole registered holder of the convertible preferred shares. Ownership of beneficial interests in the convertible preferred shares in global form will be limited to persons who have accounts with DTC (“participants”), or persons who hold interests through such participants. Ownership of beneficial interests in the convertible preferred shares in global form will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).
So long as DTC, or its nominee, is the registered owner or holder of a global certificate representing the convertible preferred shares, DTC or such nominee, as the case may be, will be considered the sole holder of the convertible preferred shares represented by such global certificate for all purposes under the Statement of Rights establishing the terms of the convertible preferred shares. No beneficial owner of an interest in the convertible preferred shares in global form will be able to transfer that interest except in accordance with the applicable procedures of DTC in addition to those provided for under the Statement of Rights establishing the terms of the convertible preferred shares.
Payments of dividends on the global certificate representing the convertible preferred shares will be made to DTC or its nominee, as the case may be, as the registered holder thereof.
None of us, the transfer agent, registrar, conversion or dividend disbursing agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of
 
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beneficial ownership interests in a global certificate representing the convertible preferred shares or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
We expect that DTC or its nominee, upon receipt of any payment of dividends in respect of a global certificate representing the convertible preferred shares, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial ownership interests in the aggregate Liquidation Preference of such global certificate representing the convertible preferred shares as shown on the records of DTC or its nominee, as the case may be. We also expect that payments by participants to owners of beneficial interests in such global certificate representing the convertible preferred shares held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.
Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. We understand that DTC is:

a limited purpose trust company organized under the laws of the State of New York;

a “banking organization” within the meaning of New York Banking Law;

a member of the Federal Reserve System;

a “clearing corporation” within the meaning of the Uniform Commercial Code; and

a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include:

securities brokers and dealers;

banks and trust companies; and

clearing corporations and certain other organizations.
Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (indirect participants).
Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in a global security among its participants, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of us, the transfer agent, registrar, conversion or dividend disbursing agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
If DTC is at any time unwilling or unable to continue as a depositary for the convertible preferred shares in global form or DTC ceases to be registered as a clearing agency under the Exchange Act, and in either case a successor depositary is not appointed by us within 90 days, we will issue certificated shares in exchange for the global securities. Beneficial interests in convertible preferred shares in global form held by any direct or indirect participant may also be exchanged for certificated shares upon request to DTC by such direct participant (for itself or on behalf of an indirect participant), to the transfer agent in accordance with their respective customary procedures.
The information in this section concerning DTC and its book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.
 
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TAXATION
U.S. Federal Income Tax Considerations
The following discussion describes certain U.S. federal income tax consequences to U.S. Holders (as defined below) of the ownership, disposition, and conversion of the convertible preferred shares issued pursuant to this offering and the ownership and disposition of any ordinary shares into which such convertible preferred shares may be converted. This summary applies only to U.S. Holders that acquire convertible preferred shares in exchange for cash in this offering, hold ordinary shares as capital assets within the meaning of Section 1221 of the Code and have the U.S. dollar as their functional currency.
This discussion is based on the tax laws of the United States as in effect on the date of this document, including the Code and U.S. Treasury regulations in effect as of the date of this document, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, and any such change could apply retroactively and could affect the U.S. federal income tax consequences described below. The statements in this discussion are not binding on the Internal Revenue Service (the “IRS”) or any court, and thus no assurance can be provided that the U.S. federal income tax consequences discussed below will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. Furthermore, this discussion does not address any estate or gift tax consequences, any state, local or non-U.S. tax consequences or any other tax consequences other than U.S. federal income tax consequences.
The following discussion does not describe all the tax consequences that may be relevant to any particular investor or to persons in special tax situations such as:

banks and certain other financial institutions;

regulated investment companies;

real estate investment trusts;

insurance companies;

broker-dealers;

traders that elect to mark to market;

tax-exempt entities or individual retirement accounts;

persons liable for alternative minimum tax or the Medicare contribution tax on net investment income;

U.S. expatriates;

persons holding convertible preferred shares or ordinary shares as part of a straddle, hedging, constructive sale, conversion or integrated transaction;

persons that actually or constructively own 10 percent or more of our shares by vote or value;

persons subject to special tax accounting rules as a result of any item of gross income with respect to ordinary shares being taken into account in an applicable financial statement;

persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States; or

persons holding convertible preferred shares or ordinary shares through partnerships or other pass-through entities.
PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF OWNERSHIP, DISPOSITION, AND CONVERSION OF THE CONVERTIBLE PREFERRED SHARES ISSUED PURSUANT TO THIS OFFERING AND THE OWNERSHIP AND DISPOSITION OF ANY ORDINARY SHARES.
 
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As used herein, the term “U.S. Holder” means a beneficial owner of ordinary shares that, for U.S. federal income tax purposes, is or is treated as:

an individual who is a citizen or resident of the United States;

a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
The tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds convertible preferred shares or ordinary shares generally will depend on such partner’s status and the activities of the partnership. A U.S. Holder that is a partner in such partnership should consult its tax advisor.
Taxation of Distributions
Subject to the PFIC considerations discussed below, the gross amount of distributions made by us with respect to convertible preferred shares or ordinary shares (including the amount of non-U.S. taxes withheld therefrom, if any) generally will be includible as dividend income in a U.S. Holder’s gross income, to the extent such distributions are paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its convertible preferred shares or ordinary shares, and thereafter as capital gain recognized on a sale or exchange. As we generally do not maintain calculations of our earnings and profits under U.S. federal income tax principles, a U.S. Holder should assume all distributions will be treated as dividends for U.S. federal income tax purposes. Such dividends will not be eligible for the dividends-received deduction allowed to U.S. corporations with respect to dividends received from other U.S. corporations. Dividends received by non-corporate U.S. Holders may be “qualified dividend income,” which is taxed at a lower applicable rate, if certain conditions are satisfied, including, among other things, certain holding period requirements and a requirement either (i) that the stock with respect to which such dividend is paid is readily tradable on an established securities market (such as NYSE) in the United States or (ii) that the company paying the dividend qualifies for the benefit of a U.S. income tax treaty that meets certain requirements. U.S. Holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to our convertible preferred shares or ordinary shares.
Dividends on our convertible preferred shares or ordinary shares generally will constitute foreign source income for foreign tax credit limitation purposes. Subject to certain complex conditions and limitations, any foreign taxes withheld on any distributions on our convertible preferred shares or ordinary shares may be eligible for credit against a U.S. Holder’s federal income tax liability. For foreign tax credit purposes, dividends distributed with respect to our convertible preferred shares or ordinary shares will generally constitute “passive category income.” In lieu of claiming a foreign tax credit, U.S. Holders may elect to deduct foreign taxes in computing their taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all taxes paid or accrued in the taxable year.
If we are a “United States-owned foreign corporation,” however, a portion of the dividends allocable to our U.S. source earnings and profits may be re-characterized as U.S. source for foreign tax credit purposes. A “United States owned foreign corporation” is any foreign corporation in which United States persons own, directly or indirectly, 50% or more of the stock (by vote or by value). In general, United States-owned foreign corporations with less than 10% of their earnings and profits attributable to sources within the United States are excepted from these rules. The rules governing the treatment of foreign taxes and foreign tax credits are complex, and U.S. Holders should consult their own tax advisors about the impact of these rules in their particular situations.
 
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If we make a distribution on our convertible preferred shares in the form of our ordinary shares, although there is some uncertainty, we believe that such distribution will be taxable for U.S. federal income tax purposes in the same manner as cash distributions described above. The amount of such distribution and a U.S. Holder’s tax basis in such ordinary shares will equal the fair market value of such ordinary shares on the distribution date, and a U.S. Holder’s holding period for such ordinary shares will begin on the day following the distribution date.
Extraordinary Dividends
Dividends that exceed certain thresholds in relation to a U.S. Holder’s tax basis in the convertible preferred shares or our ordinary shares could be characterized as “extraordinary dividends” under the Code. A non-corporate U.S. Holder that receives an extraordinary dividend will generally be required to treat any loss on the sale of our convertible preferred shares or ordinary shares as long-term capital loss to the extent of the extraordinary dividends the U.S. Holder receives that qualify for taxation at the special rates discussed above under “—Taxation of Distributions.”
Adjustments to Conversion Rate
The conversion rate of our convertible preferred shares is subject to adjustment under specified circumstances. In such circumstances, a U.S. Holder that holds our convertible preferred shares may be deemed to have received a constructive distribution if the adjustment has the effect of increasing the U.S. Holder’s proportionate interest in our assets or earnings and profits. In addition, the failure to make certain adjustments on the convertible preferred shares may cause a U.S. Holder of our ordinary shares to be deemed to have received a constructive distribution from us, even though the U.S. Holder has not received any cash or property as a result of such adjustments. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula which has the effect of preventing the dilution of the interest of the holders of the convertible preferred shares generally will not be deemed to result in a constructive distribution. Certain of the possible adjustments (including, without limitation, adjustments in respect of taxable dividends to our ordinary shareholders) will not qualify as being made pursuant to a bona fide reasonable adjustment formula.
If an adjustment that does not qualify as being pursuant to a bona fide reasonable adjustment formula is made, a U.S. Holder of convertible preferred shares will be deemed to have received a constructive distribution from us, even though such U.S. Holder has not received any cash or property as a result of such adjustment. The tax consequences of the receipt of a distribution from us are described above under “—Taxation of Distributions.”
Sale or Other Taxable Disposition of Convertible Preferred Shares or Ordinary Shares
Subject to the PFIC considerations discussed below, upon a sale or other taxable disposition of our convertible preferred shares (other than pursuant to a conversion or redemption described below) or ordinary shares, a U.S. Holder will generallly recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such convertible preferred shares or ordinary shares as applicable. Any such gain or loss generally will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in such shares exceeds one year. Non-corporate U.S. Holders (including individuals) generally are subject to U.S. federal income tax on long-term capital gain at preferential rates. The deductibility of capital losses is subject to significant limitations.
Gain or loss, if any, realized by a U.S. Holder on such a sale or other disposition of our convertible preferred shares or ordinary shares generally will be treated as U.S. source gain or loss for U.S. foreign tax credit limitation purposes. U.S. Holders should consult their tax advisors regarding the tax consequences of the sale or other dispositions of our convertible preferred shares or ordinary shares in their particular circumstances.
Conversion of Convertible Preferred Shares into Ordinary Shares
Subject to the discussions of the PFIC rules discussed below, any cash received in lieu of a fractional ordinary share, and any cash or ordinary shares received in respect of accrued and unpaid
 
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dividends that have been declared or any Fundamental Change Dividend Make-whole Amount, a U.S. Holder generally will not recognize any gain or loss upon the conversion of our convertible preferred shares into our ordinary shares.
Any cash or ordinary shares received in respect of accrued and unpaid dividends that have been declared will be taxable as described above under “—Taxation of Distributions,” with any ordinary shares received in respect of such dividends treated as if the U.S. Holder had received cash equal to the fair market value of any such ordinary shares determined as of the date of conversion.
Any cash received upon conversion in lieu of a fractional ordinary share generally will be treated as a payment in a taxable exchange for such fractional ordinary share, and gain or loss will be recognized on the receipt of such cash in an amount equal to the difference, if any, between the amount of such cash received and the U.S. Holder’s adjusted tax basis allocable to the fractional ordinary share deemed exchanged. Any such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the convertible preferred shares exceeds one year at the time of conversion. Any such gain or loss generally will be U.S.-source gain or loss for U.S. foreign tax credit purposes. For non-corporate taxpayers, long-term capital gains generally are eligible for reduced rates of taxation. The deductibility of capital losses may be subject to limitations.
The tax treatment of a U.S. Holder’s receipt of any cash or ordinary shares paid upon conversion in respect of accrued and unpaid dividends that have not been declared is uncertain. Although not free from doubt, we believe the receipt of such cash or ordinary shares should be treated as additional consideration received by the U.S. Holder upon conversion of the convertible preferred shares into ordinary shares. Similarly, the receipt of cash or ordinary shares paid in respect of any Fundamental Change Dividend Make-whole Amount should be treated as additional consideration received by the U.S. Holder upon conversion of our convertible preferred shares into ordinary shares. Accordingly, the receipt of cash should be taxable to the extent of any gain realized by the U.S. Holder. For this purpose, gain realized by a U.S. Holder on conversion will equal the excess, if any, of (i) the sum of the fair market value of our ordinary shares received upon conversion (including any fractional ordinary share for which cash is received) and any cash received (other than amounts of cash or ordinary shares received in respect of accrued and unpaid dividends that have been declared, and any cash received in lieu of a fractional ordinary share, each of which will be treated as discussed above) over (ii) the U.S. Holder’s aggregate tax basis in our convertible preferred shares immediately prior to conversion. The character of any such gain recognized (which will be the lesser of such realized gain and such cash) is uncertain. If the receipt of the cash attributable to the dividends to be paid in respect of a portion of the then current dividend period or future dividends is considered to have the effect of a dividend, as determined for U.S. federal income tax purposes, any such gain (to the extent recognized) would be taxable as a dividend to the extent of our current and accumulated earnings and profits. Alternatively, such gain could be capital gain. To the extent the amount of any cash received in respect of accrued but unpaid dividends that have not been declared, or in respect of any Fundamental Change Dividend Make-whole Amount, exceeds the gain, if any, realized by a U.S. Holder, the excess amount would not be taxable to such U.S. Holder but would reduce its adjusted tax basis in our ordinary shares received on conversion. A U.S. Holder will not be permitted to recognize any loss realized upon its conversion of our convertible preferred shares into our ordinary shares.
U.S. Holders should be aware that the tax treatment described above in respect of the payments of cash or ordinary shares made in respect of accrued and unpaid dividends that have not been declared is not certain and may be challenged by the IRS). It is possible that a U.S. Holder could be treated as receiving a distribution on its convertible preferred shares, which will be treated as described above under “—Taxation of Distributions,” to the extent of the lesser of (i) the excess of (A) the fair market value of the ordinary shares received over (B) the issue price of the convertible preferred shares, and (ii) the amount of any accrued and unpaid dividends that have not been declared.
Except as discussed in the last sentence of this paragraph, a U.S. Holder’s aggregate tax basis in ordinary shares received upon conversion of convertible preferred shares (including any fractional ordinary share treated as received upon conversion and then exchanged for cash) will equal the U.S. Holder’s aggregate tax basis in the converted convertible preferred shares, increased by any gain recognized on the conversion and reduced by any cash received that was treated as additional
 
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consideration received in the conversion as discussed above, and the U.S. Holder’s holding period of such ordinary shares will include the U.S. Holder’s holding period of the converted convertible preferred shares. Ordinary shares received in payment of accrued and unpaid dividends that have been declared and taxed as a dividend upon receipt, if any, will have a tax basis equal to their fair market value on the date of conversion, and a new holding period which will commence on the day after the date of conversion.
In the event a U.S. Holder’s convertible preferred shares is converted pursuant to certain transactions (including our consolidation or merger into another person), the tax treatment of such a conversion will depend upon the facts underlying the particular transaction triggering such a conversion. U.S. Holders should consult their tax advisors to determine the specific tax treatment of a conversion under such circumstances.
Acquisition Termination Redemption
If, as a result of an acquisition termination redemption, a U.S. Holder receives from us a combination of cash and our ordinary shares pursuant to the payment of the Acquisition Termination Make-whole Amount, we intend to treat the acquisition termination redemption as a recapitalization for U.S. federal income tax purposes. As a result, no loss would be recognized upon such acquisition termination redemption, but the U.S. Holder would be required to recognize any gain in an amount equal to the lesser of (1) the cash payment (excluding cash received in lieu of a fractional share and cash received attributable to accrued but unpaid dividends that have been declared) and (2) the excess of (i) the fair market value of our ordinary shares and cash received in the acquisition termination redemption (excluding ordinary shares or cash received attributable to accrued but unpaid dividends that have been declared) over (ii) the U.S. Holder’s adjusted tax basis in the convertible preferred share at the time of redemption. Any gain recognized will be taxed as capital gain as long as it is “not essentially equivalent to a dividend” with respect to the U.S. Holder, and otherwise the acquisition termination redemption will be taxed in the same manner as a distribution as described above under “—Taxation of Distributions.” If a U.S. Holder owns none or only an insubstantial amount of our voting stock (actually or constructively, based on certain attribution rules), and does not exercise any control or management over our affairs, it is likely that the gain recognized from an acquisition termination redemption would be considered “not essentially equivalent to a dividend” and would be treated as capital gain as described above under “—Sale or Other Taxable Disposition of Convertible Preferred Shares or Ordinary Shares.” The U.S. Holder’s tax basis in our ordinary shares received upon redemption of convertible preferred share would be the same as its tax basis in the convertible preferred shares surrendered in the redemption, increased by the amount of gain recognized, if any, and reduced by the amount of the cash payment (other than any cash attributable to accrued but unpaid dividends that have been declared). A U.S. Holder’s holding period for our ordinary shares received upon redemption of a convertible preferred share would include the holding period for such convertible preferred share. Cash received in lieu of a fractional share generally would be treated as a payment in exchange for the fractional share. Accordingly, assuming the acquisition termination redemption is “not essentially equivalent to a dividend,” the receipt of cash in lieu of a fractional share generally would result in capital gain or loss measured by the difference between the cash received for the fractional share and the adjusted tax basis in the fractional share. Ordinary shares and cash received that are attributable to accrued but unpaid dividends that have been declared will be taxable as described under “—Taxation of Distributions” above as if the U.S. Holder had received cash in respect of such dividends equal to the fair market value of such ordinary shares on the date of the acquisition termination redemption. It is also possible that the receipt of the cash or ordinary shares attributable to accrued but unpaid dividends that have not been declared may be considered to represent a dividend and would be taxable as described above under “—Taxation of Distributions.” If a U.S. Holder receives solely cash pursuant to the payment of the Acquisition Termination Make-whole Amount, assuming the acquisition termination redemption is “not essentially equivalent to a dividend,” such payment will be treated as described above under “—Sale or Other Taxable Disposition of Convertible Preferred Shares or Ordinary Shares.” Alternatively, if there is a complete termination of such U.S. Holder’s interest who receives solely cash pursuant to the payment of the Acquisition Termination Make-whole Amount , such payment will also be treated as described above under “—Sale or Other Taxable Disposition of Convertible Preferred Shares or Ordinary Shares.” There will be a complete termination of such U.S. Holder’s interest if either (i) all of the convertible
 
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preferred shares or ordinary shares actually or constructively owned by such U.S. Holder are redeemed or (ii) all of the convertible preferred shares or ordinary shares actually owned by such U.S. Holder are redeemed and such U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of the convertible preferred shares or ordinary shares owned by certain family members and such U.S. Holder does not constructively own any other convertible preferred shares or ordinary shares.
Passive Foreign Investment Company Considerations
We will be classified as a PFIC for any taxable year if either: (a) at least 75 percent of our gross income is “passive income” for purposes of the PFIC rules or (b) at least 50 percent of the value of our assets (generally determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25 percent or more (by value) of the shares. Passive income includes, among other things, interest, dividends, rents, certain non-active royalties and capital gains.
Under the PFIC rules, if we were considered a PFIC at any time that a U.S. Holder holds convertible preferred shares or ordinary shares, we would continue to be treated as a PFIC with respect to such U.S. Holder’s convertible preferred shares or ordinary shares unless (i) we ceased to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules.
Based on the current composition of our income and assets, we do not believe that we were a PFIC in 2020, and do not currently expect to become a PFIC in the forseeable future. However, the PFIC asset and income tests are factual determinations that depend on, among other things, the composition of the income and assets, and the market value of the assets, of us and our subsidiaries from time to time, and thus the determination can only be made annually after the close of each taxable year. Therefore, no assurance can be given that we will not be classified as a PFIC for the current taxable year or any future taxable year.
If we were considered a PFIC at any time that a U.S. Holder holds our convertible preferred shares or ordinary shares, any gain recognized by the U.S. Holder on a sale or other disposition of our convertible preferred shares or ordinary shares, as well as the amount of any “excess distribution” ​(as defined below) received by the U.S. Holder, would be allocated ratably over the U.S. Holder’s holding period for our convertible preferred shares or ordinary shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed. For the purposes of these rules, an excess distribution is the amount by which any distribution received by a U.S. Holder on our convertible preferred shares or ordinary shares exceeds 125 percent of the average of the annual distributions on our convertible preferred shares or ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. In addition, if we were a PFIC and any of our subsidiaries was also a PFIC, a U.S. Holder could also be subject to the adverse tax consequences described above with respect to any gain or “excess distribution” realized or deemed realized in respect of such subsidiary PFIC. Certain elections may be available that would result in alternative treatments of our convertible preferred shares or ordinary shares if we were considered a PFIC; however, we do not currently intend to prepare or provide the information that would enable a U.S. Holder to make a “qualified electing fund” election. In addition, if we were a PFIC for any taxable year, dividends received by a non-corporate U.S. Holder in that taxable year or the subsequent taxable year would not be eligible for the lower rate of tax applicable to “qualified dividend income.” If we were considered a PFIC, a U.S. Holder would also be subject to annual information reporting requirements. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to an investment in our convertible preferred shares or ordinary shares and the potential consequences related thereto.
 
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Information Reporting and Backup Withholding
Dividend payments with respect to our convertible preferred shares (including constructive distributions or distributions of ordinary shares treated as dividends) or ordinary shares and proceeds from the sale, exchange or redemption of our convertible preferred shares or ordinary shares may be subject to information reporting to the IRS and U.S. backup withholding. A U.S. Holder may be eligible for an exemption from backup withholding if the U.S. Holder furnishes a correct taxpayer identification number and makes any other required certification or is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Because constructive distributions deemed received by a U.S. Holder and payments of ordinary shares that are treated as dividends would not give rise to any cash from which any applicable withholding tax could be satisfied, if we (or an applicable withholding agent) pay backup withholding on behalf of a U.S. Holder (because such U.S. Holder failed to establish an exemption from backup withholding), we may, at our option, or an applicable withholding agent may, withhold such taxes from current or subsequent payments of cash or ordinary shares payable to the U.S. Holder.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and such U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.
Additional Information Reporting Requirements
Certain U.S. Holders who are individuals (and certain entities) that hold an interest in “specified foreign financial assets” ​(which may include our convertible preferred shares or ordinary shares) are required to report information relating to such assets, subject to certain exceptions (including an exception for convertible preferred shares or ordinary shares held in accounts maintained by certain financial institutions). Penalties can apply if U.S. Holders fail to satisfy such reporting requirements. U.S. Holders should consult their tax advisors regarding the applicability of these and any other information reporting requirements to their acquisition and ownership of our convertible preferred shares or ordinary shares.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE IMPORTANT TO YOU. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN OUR MANDATORY CONVERTIBLE PREFERRED SHARES OR ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
Jersey Tax Considerations
This summary of Jersey taxation issues can only provide a general overview of this area and it is not a description of all the tax considerations that may be relevant to a decision to invest in Clarivate.
The following summary of the anticipated treatment of Clarivate and holders of convertible preferred shares and ordinary shares (other than residents of Jersey) is based on Jersey taxation law and practice as it is understood to apply at the date of this document and may be subject to any changes in Jersey law occurring after such date. It does not constitute legal or tax advice and does not address all aspects of Jersey tax law and practice (including such tax law and practice as it applies to any land or building situate in Jersey). Legal advice should be taken with regard to individual circumstances. Prospective investors in the convertible preferred shares and ordinary shares should consult their professional advisors on the implications of acquiring, buying, selling or otherwise disposing of convertible preferred shares or ordinary shares in Clarivate under the laws of any jurisdiction in which they may be liable to taxation.
Shareholders should note that tax law and interpretation can change and that, in particular, the levels and basis of, and reliefs from, taxation may change and may alter the benefits, if any, of investment in Clarivate.
 
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Any person who is in any doubt about their tax position or who is subject to taxation in a jurisdiction other than Jersey should consult their own professional advisor.
Company Residence
Under the Income Tax (Jersey) Law 1961 (as amended) (“Tax Law”), a company shall be regarded as resident in Jersey if it is incorporated under the Jersey Companies Law unless:

its business is centrally managed and controlled outside Jersey in a country or territory where the highest rate at which any company may be charged to tax on any part of its income is 10% or higher; and

the company is resident for tax purposes in that country or territory.
It is intended that Clarivate will not be resident for tax purposes in Jersey and not subject to any rate of tax in Jersey as it will instead be resident in the United Kingdom where the tax rate is in excess of 10%.
Summary
Under current Jersey law, there are no capital gains, capital transfer, gift, wealth or inheritance taxes, or any death or estate duties. No capital or stamp duty is levied in Jersey on the issue, conversion, redemption, or transfer of convertible preferred shares or ordinary shares. On the death of an individual holder of convertible preferred shares or ordinary shares (whether or not such individual was domiciled in Jersey), duty at rates of up to 0.75% of the value of the relevant convertible preferred shares or ordinary shares may be payable on the registration of any Jersey probate or letters of administration which may be required in order to transfer, convert, redeem, or make payments in respect of, convertible preferred shares or ordinary shares held by a deceased individual sole shareholder, subject to a cap of £100,000.