Latam Airlines Group S.a.
An airline group born of the 2012 merger between Chile's LAN Airlines and Brazil's TAM Airlines, LATAM carries passengers and cargo across Latin America and beyond. Its name blends letters from both carriers and doubles as a nod to the region. LAN itself traces back to 1929, when it was founded in Chile by aviator Arturo Merino Benítez.
ADR (each ADS represents 2,000 common shares)
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof: Underwriting Agreement On February 9, 2026, Lauca entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") and the Issuer. Pursuant to the Underwriting Agreement, Lauca sold to the Underwriter 12,000,000 ADS, each representing 2,000 shares of Common Stock, at a price per ADS of $61.90 (the "Offering Price" and such offering, the "Underwritten Offering"). The ADS purchased by the Underwriter were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by ADRs pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering closed on February 11, 2026. In accordance with the Underwriting Agreement, Lauca entered into a lock-up agreement with the Underwriter agreeing that, subject to certain exceptions, it may not, during the 45-day period from February 9, 2026, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. The foregoing description of the lock-up agreement does not purport to be complete and is qualified in its entirety by reference to the lock-up agreement filed as an exhibit hereto and which is incorporated herein by reference. Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time.
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof: Underwriting Agreement On February 9, 2026, Lauca entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") and the Issuer. Pursuant to the Underwriting Agreement, Lauca sold to the Underwriter 12,000,000 ADS, each representing 2,000 shares of Common Stock, at a price per ADS of $61.90 (the "Offering Price" and such offering, the "Underwritten Offering"). The ADS purchased by the Underwriter were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by ADRs pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering closed on February 11, 2026. In accordance with the Underwriting Agreement, Lauca entered into a lock-up agreement with the Underwriter agreeing that, subject to certain exceptions, it may not, during the 45-day period from February 9, 2026, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. The foregoing description of the lock-up agreement does not purport to be complete and is qualified in its entirety by reference to the lock-up agreement filed as an exhibit hereto and which is incorporated herein by reference. Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time.
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above.
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above.
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above.
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above.
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above.
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above.
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above.
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| SIXTH STREET PARTNERS MANAGEMENT COMPANY, L.P. | 13D/AActivist | 13.2% | 75.89B | Feb 11, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof: Underwriting Agreement On February 9, 2026, Lauca entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") and the Issuer. Pursuant to the Underwriting Agreement, Lauca sold to the Underwriter 12,000,000 ADS, each representing 2,000 shares of Common Stock, at a price per ADS of $61.90 (the "Offering Price" and such offering, the "Underwritten Offering"). The ADS purchased by the Underwriter were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by ADRs pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering closed on February 11, 2026. In accordance with the Underwriting Agreement, Lauca entered into a lock-up agreement with the Underwriter agreeing that, subject to certain exceptions, it may not, during the 45-day period from February 9, 2026, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. The foregoing description of the lock-up agreement does not purport to be complete and is qualified in its entirety by reference to the lock-up agreement filed as an exhibit hereto and which is incorporated herein by reference. Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time. | ||||
| ALAN WAXMAN | 13D/AActivist | 13.2% | 75.89B | Feb 11, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof: Underwriting Agreement On February 9, 2026, Lauca entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") and the Issuer. Pursuant to the Underwriting Agreement, Lauca sold to the Underwriter 12,000,000 ADS, each representing 2,000 shares of Common Stock, at a price per ADS of $61.90 (the "Offering Price" and such offering, the "Underwritten Offering"). The ADS purchased by the Underwriter were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by ADRs pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering closed on February 11, 2026. In accordance with the Underwriting Agreement, Lauca entered into a lock-up agreement with the Underwriter agreeing that, subject to certain exceptions, it may not, during the 45-day period from February 9, 2026, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. The foregoing description of the lock-up agreement does not purport to be complete and is qualified in its entirety by reference to the lock-up agreement filed as an exhibit hereto and which is incorporated herein by reference. Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time. | ||||
| Strategic Value Partners, LLC | 13D/AActivist | 0% | 0 | Sep 26, 2025 |
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. | ||||
| Ashton Gate S.a.r.l. | 13D/AActivist | 0% | 0 | Sep 26, 2025 |
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. | ||||
| SVP Special Situations V LLC | 13D/AActivist | 0% | 0 | Sep 26, 2025 |
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. | ||||
| Wild Heath S.a.r.l. | 13D/AActivist | 0% | 0 | Sep 26, 2025 |
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. | ||||
| SVP Special Situations III-A LLC | 13D/AActivist | 0% | 0 | Sep 26, 2025 |
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. | ||||
| Grouse Moor S.a.r.l. | 13D/AActivist | 0% | 0 | Sep 26, 2025 |
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. | ||||
| SVP Special Situations IV LLC | 13D/AActivist | 0% | 0 | Sep 26, 2025 |
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. | ||||
| Meadow Garden S.a.r.l. | 13D/AActivist | 0% | 0 | Sep 26, 2025 |
Item 4 of the Schedule 13D is amended and supplemented as follows: On September 24, 2025, the Funds entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Underwriters") and the Issuer. Pursuant to the Underwriting Agreement, the Funds sold to the Underwriters 15,503,784 ADSs, each representing 2,000 shares of Common Stock, at a price per ADS of $43.4126 (the "Underwritten Offering"). The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by American Depositary Receipts ("ADRs") pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering is scheduled to close on September 26, 2025. In accordance with the Underwriting Agreement, the Funds agreed with the Underwriters that, subject to certain exceptions, they may not, during period beginning on September 24, 2025 and continuing to and including the date that is 30 days after the date of the final prospectus related to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. | ||||