AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1,OCTOBER 9, 2020
REGISTRATION NO.333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FormS-3
Registration Statement
Under
The Securities Act of 1933
PLAYA HOTELS & RESORTS N.V.
(Exact Name of Registrant as Specified in its Charter)
| The Netherlands | 98-1346104 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Playa Hotels & Resorts N.V.
Prins Bernhardplein 200
1097 JB Amsterdam, the Netherlands
+31 20 521 49 62
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Bruce D. Wardinski
Chief Executive Officer
Playa Hotels & Resorts N.V.
Prins Bernhardplein 200
1097 JB Amsterdam, the Netherlands
+31 20 521 49 62571 12 02
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Playa Hotels & Resorts N.V.
Prins Bernhardplein 200
1097 JB Amsterdam, the Netherlands
+ 31 20 571 12 02
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Tracy M.J. Colden | ||
EVP & General Counsel | ||
Playa Hotels & Resorts N.V. | ||
1560 Sawgrass Corporate Parkway, | ||
Suite 310 | ||
Fort Lauderdale, FL 33323 | ||
Phone: (954) 453-3100 | Michael E. McTiernan Hogan Lovells US LLP 555 Thirteenth Street, N.W. Washington, D.C. 20004 Phone: |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(3) | ||||
Ordinary Shares, par value €0.10 per share | 4,878,049 | $3.40 | $16,585,367 | $2,153 | ||||
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Title of Each Class of Securities to be Registered (1) | Amount to be Registered/Proposed Maximum Aggregate Price Per Unit/ Proposed Maximum Aggregate Offering Price (1)(2) | Amount of Registration Fee (3) | ||
Ordinary Shares, par value €0.10 per share | ||||
Warrants | ||||
Rights | ||||
Units | ||||
Total | $500,000,000 | $54,550 | ||
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act
of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus 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.
Dated July 1, 2020
Subject to Completion
PRELIMINARY PROSPECTUSDated October 9, 2020
4,878,049 SharesProspectus
$500,000,000
PLAYA HOTELSPlaya Hotels & RESORTSResorts N.V.
Ordinary Shares
Warrants
Rights
Units
The selling shareholders named in this prospectus (the “Selling Shareholders”)We may offer, and sell from time to time, upin one or more series or classes, separately or together, and in amounts, at prices and on terms to 4,878,049be set forth in one or more supplements to this prospectus, any of ourthe securities described in this prospectus.
We refer to ordinary shares par value €0.10 perin our share (“Ordinary Shares”capital (our “Ordinary Shares”), covered by thiswarrants, rights and units collectively as the “securities.” This prospectus (the “Resale Shares”).
We will notdescribes some of the general terms that may apply to these securities and the general manner in which they may be offered. The prices and terms of any securities to be offered, the net proceeds that we expect to receive any proceeds from the sale of such securities and the Resale Shares by the Selling Shareholders pursuant to this prospectus. We are paying the cost of registering the offerings covered by this prospectus as well as various related expenses. The Selling Shareholders are responsible for all discounts, selling commissions and other costs related to the offer and sale of their Resale Shares. If required, the number of Resale Shares tospecific manner in which such securities may be sold, the public offering price of those Resale Shares, the names of any broker-dealers and any applicable commission or discountoffered will be includedset forth in a supplementone or more supplements to this prospectus.
Our registrationWe will deliver this prospectus together with a prospectus supplement setting forth the specific terms of the securities we are offering. The applicable prospectus supplement also will contain information, where applicable, about U.S. federal income tax considerations relating to, and any listing on a securities exchange of, the securities covered by thisthe prospectus does not mean thatsupplement.
We may offer the Selling Shareholders will offersecurities directly to investors, through agents designated from time to time by them or sell allus, or to or through underwriters or dealers. If any agents, underwriters, or dealers are involved in the sale of any of the Resale Shares. The Selling Shareholderssecurities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” beginning on page 14. No securities may sellbe sold without delivery of a prospectus supplement describing the Ordinary Shares covered by this prospectus in a numbermethod and terms of different ways and at varying prices. We provide more information about how the Selling Shareholders may sell such Ordinary Shares in the section entitled “Planoffering of Distribution.”those securities.
Our Ordinary Shares are listed and traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PLYA.” On June 30,October 8, 2020, the last reportedclosing sales price of our Ordinary Shares as reported on the Nasdaq was $3.62$4.19 per share.
Our principal executive offices are located at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, and our telephone number there is +31 20 571 12 02.
You should carefully read this entire prospectus, the documents that are incorporated by reference in this prospectus and any prospectus supplement before you invest in our securities.
An investmentInvesting in our securities involves risks. SeeYou should carefully consider the risks described under “Risk Factors” beginning on page 45 of this prospectus.prospectus, as well as the other information contained or incorporated by reference in this prospectus and any prospectus supplement, before making a decision to invest in our securities.
Neither the SECSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of thisThis prospectus is dated , 2020.
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SPECIAL NOTE REGARDING ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell any combination of the securities described in this prospectus, in one or more offerings, up to a maximum of $500,000,000. This prospectus provides you with a general description of the securities we may offer and is not meant to provide a complete description of each security. As a result, each time we offer securities, we will provide a prospectus supplement that contains specific information about the terms of those securities, which we will attach to this prospectus. The prospectus supplement also may add, update or change information contained in this prospectus.
You should rely only on the information contained in this prospectus and any applicable prospectus supplement. To the extent there are any inconsistencies between the information in this prospectus and any prospectus supplement, you should rely on the information in the applicable prospectus supplement. You should rely only on the information provided or information to which we have referred you, including any information incorporated by reference in this prospectus or any applicable prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted. You should assume that the information appearing in this prospectus, any free writing prospectus and any applicable prospectus supplement prepared by us or the other documents incorporated by reference herein or therein is accurate only as of their respective dates or on the date or dates that are specified in these documents. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.
You should read carefully the entire prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference in the prospectus and any applicable prospectus supplement, which we have referred you to in “Incorporation by Reference” below, before making an investment decision. Information incorporated by reference after the date of this prospectus may add, update or change information contained in this prospectus. Statements contained or deemed to be incorporated by reference in this prospectus or any applicable prospectus supplement as to the content of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or other document filed as an exhibit to a document incorporated or deemed to be incorporated by reference in this prospectus or such prospectus supplement, each such statement being qualified in all respects by such reference. Any information in such subsequent filings and any applicable prospectus supplement that is inconsistent with this prospectus will supersede the information in this prospectus or any earlier prospectus supplement.
Unless context requires otherwise, in this prospectus, we use the terms “the Company,” “Playa,” “our company,” “we,” “us,” “our” and similar references to refer to Playa Hotels & Resorts N.V., a Dutch public limited liability company (naamloze vennootschap), and, where appropriate, its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available on the Internet at the SEC’s website at http://www.sec.gov. We also make our SEC filings accessible on our website at http://www.playaresorts.com. The reference to our website is intended to be an inactive textual reference only. The information on or connected to our website is not a part of this prospectus or the accompanying prospectus supplement and is not incorporated into this prospectus or any prospectus supplement.
This prospectus is a part of a registration statement on Form S-3 filed with the SEC to register offers and sales of the securities described in this prospectus under the Securities Act of 1933, as amended. The registration statement contains additional information about us and the securities. You may obtain the registration statement and its exhibits from the SEC as indicated above or from us.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. We incorporate by reference in this prospectus the documents set forth below that have been previously filed with the SEC:
| • | our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as amended by our Annual Report on Form 10-K/A for the year ended December 31, 2019; |
| • | our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020; |
| • | our Current Reports on Form 8-K filed on March 20, 2020, April 2, 2020, May 1, 2020, June 12, 2020 and June 26, 2020; and |
| • | the description of our ordinary shares contained in our Registration Statement on Form 8-A filed on February 9, 2017, as amended by the description of our ordinary shares contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2019, including all amendments and reports filed for the purpose of updating such description. |
Any reports filed by us with the SEC after the date of the initial registration statement and prior to effectiveness of the registration statement and any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. However, we are not incorporating by reference any information provided in these documents that is described in paragraph (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or furnished under applicable SEC rules rather than filed and exhibits furnished in connection with such items.
We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated by reference herein (other than certain exhibits to such documents not specifically incorporated by reference). Requests for such copies should be directed to:
Playa Hotels & Resorts N.V.
1560 Sawgrass Corporate Parkway,
Suite 310
Fort Lauderdale, FL 33323
Attn: General Counsel
Phone: (954) 453-3100
Some ofThis prospectus, any prospectus supplement and the statements made in this prospectus constitutedocuments incorporated by reference herein or therein include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Act. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections.
Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to expectations, beliefs, projections, future plans and strategies, anticipated eventsany historical or trends and similar expressions concerning matters that are not historical facts.current fact. Forward-looking statements reflect our current views with respect to, among other things, our capital resources, portfolio performance and results of operations. Likewise, our consolidated financial statements and all of our statements regarding anticipated growth in our operations, anticipated market conditions, demographics and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statementsalso be identified by the use of terminologywords such as “outlook,“future,” “anticipates,” “believes,” “expects,“estimates,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,“expects,” “intends,” “plans,” “estimates,“predicts,” “anticipates”“will,” “would,” “could,” “can,” “may,” and similar by using future dates in connection with any discussion of, among other things, operating performance, trends, events or developments that we expect or anticipate will occur in the negative version of these words or other comparable words or phrases.
The forward-lookingfuture and statements contained in this prospectus reflect our currentexpressing general views about future eventsoperating results. Such statements are not guarantees of future performance and are subject to numerous known and unknowninvolve certain risks, uncertainties and assumptions, which are difficult to predict and changes in circumstances thatmany of which are beyond our control. Therefore, actual outcomes and results may cause our actual results to differ significantlymaterially from those matters expressed or implied in anysuch forward-looking statement.statements. Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effects of the currentCOVID-19 pandemic pandemic on our financial condition, operating results and cash flows, the airlines that service the locations where we own resorts, the short and longer-term demand for travel, the global economy and the local economies where we own resorts, and the financial markets. The extent to which theCOVID-19 pandemic pandemic will impact us and consumer behavior will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, including magnitude of its impact on unemployment rates and consumer discretionary spending, among others. Additional factorsThe risks, uncertainties and assumptions that could cause actual results and future events to differ materially from those set forth or contemplatedare involved in theour forward-looking statements include:
general economic uncertainty andinclude, but are not limited to the effect of general economic conditions on the lodging industry in particular;
the popularity of theall-inclusive resort model, particularly in the luxury segment of the resort market;
changes in economic, social or political conditions in the regions we operate, including changes in perception of public-safety and changes in the supply of rooms from competing resorts;
the success and continuation of our relationships with Hyatt Hotels Corporation (“Hyatt”) and Hilton Worldwide Holdings, Inc. (“Hilton”);
the volatility of currency exchange rates;
the success of our branding or rebranding initiatives with our current portfolio and resorts that may be acquired in the future;
our failure to successfully complete acquisition, expansion, repair and renovation projects in the timeframes and at the costs and returns anticipated;
changes we may make in timing and scope of our development and renovation projects;
significant increases in construction and development costs;
significant increases in utilities;
our ability to obtain and maintain financing arrangements on attractive terms;
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our ability to obtain and maintain ample liquidity to fund operations and service debt;
the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which we operate;
the ability of our guests to reach our resorts given government mandated travel restrictions;
the effectiveness of our internal controls and our corporate policies and procedures and the success and timing of the remediation efforts for the material weakness that we identified in our internal control over financial reporting;
changes in personnel and availability of qualified personnel;
environmental uncertainties and risks related to adverse weather conditions and natural disasters;
outbreak of widespread contagious diseases;
dependence on third parties to provide Internet, telecommunications and network connectivity to our data centers;
the volatility of the market price and liquidity of our ordinary shares and other of our securities;
the increasingly competitive environment in which we operate; and
other risks and uncertainties set forthdescribed in this prospectus and in the information incorporated herein by reference, including those discussed under the heading “Risk Factors” section of this prospectus or incorporated by reference into this prospectus.
Whilein our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC. We undertake no obligation to update publicly any forward-looking statements, reflect our good faith beliefs, they are not guaranteeswhether as a result of future performance. Playa Hotels & Resorts N.V. (the “Company”) disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors,events, new information data or methods, future events or other changes after the date of this prospectus,otherwise, except as required by applicable law. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).
You should read this prospectus and the documents that we incorporate by reference into this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities.
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In this prospectus, unless otherwise stated, the terms “the Company,” “Playa,” “we,” “us” or “our” refer to Playa Hotels & Resorts N.V.
The CompanyOUR COMPANY
We are a leading owner, operator manager and developer ofall-inclusive resorts resorts in prime beachfront locations in popular vacation destinations.destinations in Mexico and the Caribbean. We own and/or manage a total portfolio consisting of 21 resorts located in Mexico, Jamaica, and the Dominican Republic. In Mexico, we own and manage Hyatt Zilara Cancún, Hyatt Ziva Cancún, Panama Jack Resorts Cancún, Panama Jack Resorts Playa del Carmen, Hilton Playa del CarmenAll-Inclusive Resort, Hyatt Ziva Puerto Vallarta and Hyatt Ziva Los Cabos. In Jamaica, we own and manage Hyatt Zilara Rose Hall, Hyatt Ziva Rose Hall, Hilton Rose Hall Resort & Spa, Jewel Grande Montego Bay Resort & Spa, and Jewel Paradise Cove Beach Resort & Spa. In the Dominican Republic, we own and manage the Hilton La RomanaAll-Inclusive Family Family Resort, the Hilton La RomanaAll-Inclusive Adult Adult Resort, Hyatt Zilara Cap Cana and Hyatt Ziva Cap Cana. We also own four resorts in Mexico and the Dominican Republic that are managed by a third party and we manage the Sanctuary Cap Cana in the Dominican Republic. We believe that the resorts we own and manage are among the finest all-inclusive resorts in the markets they serve. All of our resorts offer guests luxury accommodations, noteworthy architecture, extensive on-site activities and multiple food and beverage options. Our guests also have the opportunity to purchase upgrades from us such as premium rooms, dining experiences, wines and spirits and spa packages.
On June 12, 2020, we entered into a Securities Purchase Agreement withOur principal executive offices are located at Prins Bernhardplein 200, 1097 JB Amsterdam, the Selling Shareholders, pursuant to which we sold the Resale Shares for an aggregate purchase price of $20,000,000. In connection with the sale of the Resale Shares, the Company agreed to file a registration statement under the Securities Act that registers the resale of these shares.Netherlands, and our telephone number there is +31 20 521 49 62.
This Offering
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An investmentInvestment in ourany securities offered pursuant to this prospectus involves risks. Before you invest in our securities, youYou should carefully consider the risk factors described under “Item 1A. Risk Factors” ofcontained in our Annual Report on Form10-K for for the year ended December 31, 2019, as supplemented by the risk factors contained in our Quarterly ReportReports on Form10-Q for the quarterquarters ended March 31, 2020 and subsequent Quarterly Reports on Form10-Q,June 30, 2020, and incorporated by reference herein, together with all of the other information includedcontained in or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement and the documents we incorporate by reference.
Ifbefore acquiring any of these risks were to materialize, our business, results of operations, cash flows and financial condition could be materially adversely affected. In that case, the trading price of our securities could decline and you could lose all or part of your investment.such securities. See “Where You Can Find More Information.”
AllWe will set forth in the applicable prospectus supplement our intended use for the net proceeds received by us for our sale of securities under this prospectus. Except as otherwise set forth in the applicable prospectus supplement, we intend to use the net proceeds from sales of the Resale Shares offeredsecurities for general corporate purposes, which may include, but is not limited to, funding for working capital, repayment of indebtedness, capital expenditures, acquisitions, and sold by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders for their respective accounts. We will not receive any of the proceeds from these sales.share repurchases.
The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Shareholders in disposing of the Resale Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, and fees and expenses of our counsel and our independent registered public accountants.
This prospectus relates to the resale by the Selling Shareholders of up to 4,878,049 Ordinary Shares covered by this prospectus, which consists of the Ordinary Shares issued to the Selling Shareholders in connection with the transaction described above under the heading “Summary–The Company.” The Selling Shareholders may from time to time offer and sell any or all of the Ordinary Shares set forth below pursuant to this prospectus. When we refer to the “Selling Shareholders” in this prospectus, we mean the persons listed in the table below, and the donees, transferees, assignees, successors and others who later come to hold any of the Selling Shareholders’ interest in our Ordinary Shares other than through a public sale.
The following table sets forth the name of the Selling Shareholders for which we are registering Ordinary Shares for resale to the public, based on information provided to us by the Selling Shareholders, and the aggregate principal amount that the Selling Shareholders may offer pursuant to this prospectus.
We cannot advise you as to whether the Selling Shareholders will in fact sell any or all of such Ordinary Shares. In connection with the sale of the Resale Shares, each of the Selling Shareholders agreed not to transfer the Resale Shares for at least sixty days from June 12, 2020 without the Company’s prior consent. In addition, each of the Selling Shareholders has agreed that they will, in connection with an underwritten public offering of equity securities by the Company, execute acustomary “lock-up” agreement restricting the sale or distribution of certain securities in the Company for a period not to exceed 60 days after the sale of any underwritten securities.
Selling Shareholder information for each additional Selling Shareholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Shareholder’s shares pursuant to this prospectus. Any prospectus supplement may update, substitute, or change the information contained in this prospectus, including the identity of each Selling Shareholder and the number of shares registered on its behalf. A Selling Shareholder may sell all, some or none of such shares in this offering. See the section entitled “Plan of Distribution.”
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Name of Selling Shareholder (1) | Ordinary Shares Beneficially Owned Before the Offering | Maximum Number of Ordinary Shares to be Sold Hereunder | Ordinary Shares Beneficially Owned After the Sale of the Maximum Number of Ordinary Shares | Percentage Beneficially Owned After the Sale of the Maximum Number of Ordinary Shares (2) | ||||||||||||
M.H. Davidson & Co. | 110,537 | 110,537 | 0 | 0 | % | |||||||||||
Davidson Kempner Partners | 676,634 | 676,634 | 0 | 0 | % | |||||||||||
Davidson Kempner Institutional Partners, L.P. | 1,471,512 | 1,471,512 | 0 | 0 | % | |||||||||||
Davidson Kempner International, Ltd. | 1,645,707 | 1,645,707 | 0 | 0 | % | |||||||||||
Davidson Kempner Distressed Opportunities Fund LP | 378,342 | 378,342 | 0 | 0 | % | |||||||||||
Davidson Kempner Distressed Opportunities International Ltd. | 595,317 | 595,317 | 0 | 0 | % | |||||||||||
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The following includes a description of the material terms of our articles of association, as most recently amended on June 25, 2020 (our “Articles of Association”) and of applicable Dutch law. The description is qualified in its entirety by reference to the complete text of our Articles of Association, which is incorporated by reference as an exhibit to this prospectus. We urge you to read the full text of our Articles of Association.
Share Capital
Authorized Share Capital
Under Dutch law, the authorized share capital is the maximum capital that we may issue without amending our Articles of Association and may be a maximum of five times the issued capital. We have authorized 500,000,000 Ordinary Shares with a nominal value of €0.10 per share. Our outstanding Ordinary Shares are duly authorized, validly issued, fully paidand non-assessable. As of June 25,October 7, 2020, there were 137,990,528134,496,340 total Ordinary Shares held of record by approximately 4036 shareholders of record (which does not include Depository Trust Company participants, holders of our restricted Ordinary Shares or beneficial owners holding shares through nominee names). The total number of outstanding Ordinary Shares does not include 2,987,770 Ordinary Shares underlying the Earnout Warrants held of record by approximately 5 holders of warrants.
Issuance of Shares
Under Dutch law, shares are issued and rights to subscribe for shares are granted pursuant to a resolution of the general meeting of shareholders of the Company (the “General Meeting”“General Meeting”). Our Articles of Association provide that the General Meeting may only adopt such resolution with at leasttwo-thirds of the votes cast, unless such resolution is passed at the proposal of ourthe Company’s board of directors (our “Board”(the “Board”). The General Meeting may authorize ourthe Board to issue new shares or grant rights to subscribe for shares, following a proposal by ourthe Board or—absent such proposal—by the General Meeting with at leasttwo-thirds of the votes cast. The authorization can be granted and extended, in each case for a period not exceeding five years. For as long as, and to the extent, that such authorization is effective, the General Meeting will not have the power to issue shares and rights to subscribe for shares.
The General Meeting adopted a resolution on March 10, 2017, effective as of March 12, 2017, pursuant to which ourthe Board is irrevocably authorized to, for a period of five years from the date of the resolution, issue shares and grant rights to subscribe for shares in the form of Ordinary Shares up to the amount of the authorized share capital (from time to time).
Preemptive Rights
Under Dutch law, in the event of an issuance of Ordinary Shares or granting of rights to subscribe for Ordinary Shares, each shareholder will have a pro rata preemptive right in proportion to the aggregate nominal value of the Ordinary Shares held by such holder (unless limited as described herein). A holder of Ordinary Shares does not have a preemptive right with respect to the issuance of, or granting of rights to subscribe for: (i) Ordinary Shares for consideration other than cash; (ii) Ordinary Shares to our employees or employees of one of our group companies; or (iii) shares issued upon the exercise of previously granted rights to subscribe for shares.
The preemptive rights in respect of newly issued Ordinary Shares may be restricted or excluded by a resolution of the General Meeting with at leasttwo-thirds of the votes cast, unless such resolution is passed at the proposal of ourthe Board. Such authorization for ourthe Board can be granted and extended, in each case for a period not exceeding five years. For as long as, and to the extent that, such authorization is effective, the General Meeting will not have the power to limit or exclude preemptive rights and such authorization may not be revoked unless stipulated otherwise in the authorization. A resolution of the General Meeting to limit or exclude the preemptive rights, or to designate ourthe Board as the authorized body to do so, requires a majority of thevotes cast at a General Meeting if at least half of the issued share capital is represented at the meeting (and the resolution is proposed by ourthe Board) or at least two thirds of the votes cast at the General Meeting if less than half of the issued share capital is represented at the meeting (and/or if the resolution is nonot proposed by ourthe Board).
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Also on March 10, 2017 (effective as of March 12, 2017), the General Meeting adopted a resolution authorizing ourthe Board to limit or exclude the preemptive rights of our shareholders for a period of five years from the date of such resolution.
Transfer of Shares
Transfers of registered shares (other than in book-entry form) require a written deed of transfer and, unless we are a party to the deed of transfer, an acknowledgement by or proper service upon us to be effective. However, for as long as any of our Ordinary Shares are listed on the New York Stock Exchange, the Nasdaq Stock Market or on any other stock exchange operating in the United States of America, the laws of the State of New York shall apply to the property law aspects of the shares reflected in the register administered by the relevant transfer agent, and the previous sentence will not apply. All Ordinary Shares registered pursuant to this prospectus will be freely tradable.
Form of Shares
All of our Ordinary Shares are registered shares.
Repurchase of Ordinary Shares
Under Dutch law, we may not subscribe for newly issued shares in our own capital. We may acquire our Ordinary Shares, subject to applicable provisions and restrictions of Dutch law and our Articles of Association, to the extent that:
such shares are fullypaid-up;
such shares are acquired for no valuable consideration or, provided that the General Meeting has authorized ourthe Board for this purpose, such repurchase would not cause our shareholders’ equity to fall below an amount equal to the sum of thepaid-up andcalled-up part of the issued share capital and the reserves we are required to maintain pursuant to Dutch law or our Articles of Association; and
immediately after the acquisition of such shares, we and our subsidiaries would not hold, or would not hold as pledgees, shares having an aggregate nominal value that exceeds 50% of our issued share capital.
Other than shares acquired for no valuable consideration or under universal title of succession (onder algemene titel) (e.g., through a merger or spin off) under statutory Dutch or other law, we may acquire shares only if the General Meeting has authorized ourthe Board to do so. An authorization by the General Meeting for the acquisition of shares can be granted for a maximum period of 18 months. Such authorization must specify the number of shares that may be acquired, the manner in which these shares may be acquired and the price range within which the shares may be acquired. No authorization of the General Meeting is required if Ordinary Shares are acquired by us on the Nasdaq with the intention of transferring such Ordinary Shares to our employees or employees of a group company pursuant to an arrangement applicable to them. For each annual General Meeting,general meeting, we expect that ourthe Board will place on the agenda a proposal tore-authorize ourthe Board to repurchase shares for a period of 18 months from the date of the resolution. We cannot derive any right to any distribution from shares acquired by us.
At our annual general meeting of shareholders held on June 25, 2020, the General Meeting voted to authorize our Board for a period of 18 months following the annual general meeting to resolve for us to acquire fullypaid-up Ordinary Ordinary Shares (and depository receipts for Ordinary Shares), by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price between EUR 0.01 and 115% of the average market price of the Ordinary Shares on the Nasdaq (such average market price being calculated on the basis of the average closing price on each of the five consecutive trading days preceding the three trading days prior to the date the acquisition was agreed upon or the trading order for such acquisition was given), up to 20% of the Ordinary Shares comprised in our issued share capital at close of business on June 25, 2020.
Capital Reduction
At a General Meeting, our shareholders may, with at leasttwo-thirds of the votes cast, unless such resolution is passed at the proposal of ourthe Board (or if less than half of our issued share capital is represented at the General
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Meeting), resolve to reduce our issued share capital by (i) cancelling shares or (ii) reducing the nominal value of the shares by amending our Articles of Association. In either case, this reduction would be subject to applicable statutory provisions. A resolution to cancel shares may only relate to shares held by us or in respect of which we hold the depository receipts.
A reduction of the nominal value of shares without repayment and without release from the obligation to pay up the shares must be effectuated proportionally on shares of the same class (unless all affected shareholders agree to a disproportional reduction).
A resolution that would result in a reduction of capital requires approval by a majority of the votes cast of each group of shareholders of the same class whose rights are prejudiced by the reduction. In addition, a reduction of capital involves atwo-month waiting period during which creditors have the right to object to a reduction of capital under specified circumstances.
General Meeting of Shareholders and Voting Rights
General Meeting of Shareholders
Our General Meetings are held in Amsterdam, Rotterdam, The Hague, Utrecht, or at Schiphol Airport (in the municipality of Haarlemmermeer), the Netherlands. All of our shareholders and others entitled to attend the General Meetings are authorized to address the meeting and, insofar as they have such right, to vote, either in person or by proxy.
We shall hold at least one General Meeting each year, to be held within six months after the end of our fiscal year. A General Meeting shall also be held within three months after ourthe Board has determined it to be likely that our equity has decreased to an amount equal to or lower than half of our paid up and called up capital, in order to discuss the measures to be taken if so required. If ourthe Board fails to hold such General Meeting in a timely manner, each shareholder and other person entitled to attend the General Meeting may be authorized by the Dutch court to convene the General Meeting.
OurThe Board and/or Chairman and Chief Executive Officer may convene additional extraordinary general meetings of shareholders whenever they so decide, subject to the notice requirements described below. Pursuant to Dutch law, one or more shareholders and/or others entitled to attend general meetings of shareholders, alone or jointly representing at least 10% of our issued share capital, may on their application be authorized by the Dutch court to convene a General Meeting. The Dutch court will disallow the application if (1) the applicants have not previously requested in writing that ourthe Board convenes a shareholders’ meeting or (2) ourthe Board has taken the necessary steps so that the shareholders’ meeting could be held within six weeks after such request.
The General Meeting is convened by a notice, which includes an agenda stating the items to be discussed and the location and time of the General Meeting. For the annual General Meeting the agenda will include, among other things, the adoption of our annual accounts, the appropriation of our profits or losses and proposals relating to the composition of and filling of any vacancies on ourthe Board. In addition, the agenda for a General Meeting includes such additional items as determined by ourthe Board. Pursuant to Dutch law, one or more shareholders and/or others entitled to attend general meetings of shareholders, alone or jointly representing at least 3% of the issued share capital, have the right to request the inclusion of additional items on the agenda of shareholders’ meetings. Such requests must be made in writing, and may include a proposal for a shareholder resolution, and must be received by us no later than on the 60th day before the day the relevant shareholder meeting is held. No resolutions will be adopted on items other than those which have been included in the agenda. Moreover, in certain circumstances, agenda items require a prior board proposal ortwo-thirds of the votes cast for adoption (e.g., an amendment of our Articles of Association, the issuance of shares or the granting of rights to subscribe for shares, the limitation or exclusion of preemptive rights, the reduction of our issued share capital, payments of dividends, the application for bankruptcy and a merger or demerger of us).
In accordance with the Dutch Corporate Governance Code, shareholders are expected to exercise the right of requesting the convening of a General Meeting of shareholders or of putting an item on the agenda only after consulting ourthe Board in that respect. If one or more shareholders intend to request that an item be put on the agenda
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that may result in a change in the company’s strategy (e.g., the removal of directors), ourthe Board should be given the opportunity to invoke a reasonable response time of up to 180 days from the moment ourthe Board is informed of the intentions of the shareholder(s) concerned. OurThe Board should use this period for further deliberation, constructive consultation (in any event with the shareholder(s) who have made the request) and the exploration of alternatives. At the end of the response period, ourthe Board should report its actions to the General Meeting. The response time may be invoked only once for any given General Meeting and may be invoked neither for an agenda item in respect of which the response period has been invoked previously nor for a General Meeting if a shareholder holds at least 75% of the Company’s issued share capital as a consequence of a successful public offer (irrespective of whether the offer was friendly or hostile).
We will give notice of each General Meeting by publication on our website and in a Dutch daily newspaper with national distribution, and in any other manner that we may be required to follow in order to comply with Dutch law and applicable stock exchange and U.S. Securities and Exchange Commission (“SEC”) requirements. We will observe the statutory minimum convening notice period for a General Meeting. Holders of registered shares may further be provided notice of the meeting in writing at their addresses as stated in ourits shareholders’ register.
Pursuant to our Articles of Association, ourthe Board may determine a record date (registratiedatum) of 28 calendar days prior to a General Meeting to establish which shareholders and others with meeting rights are
entitled to attend and, if applicable, vote at the General Meeting. The record date, if any, and the manner in which shareholders can register and exercise their rights will be set out in the notice of the General Meeting. Our Articles of Association provide that a shareholder must notify us in writing of his or her identity and his or her intention to attend (or be represented at) the General Meeting, such notice to be received by us on the date set by ourthe Board in accordance with our Articles of Association and as set forth in the convening notice. If this requirement is not complied with or if upon request no proper identification is provided by any person wishing to enter the General Meeting, the chairman of the General Meeting may, in his or her sole discretion, refuse entry to the shareholder or his or her proxy holder.
Pursuant to our Articles of Association, the General Meeting is chaired by the Lead Independent Director, who is the chairman by law of ourthe Board. If the Lead Independent Director is absent, our Chairman and Chief Executive Officer shall, if he or she is present, chair the meeting. If the Chairman and Chief Executive Officer isare not present, the directors present at the meeting shall appoint one of them to be chairman. If no directors are present at the General Meeting, the General Meeting shall appoint its own chairman.
The chairman of the General Meeting may decide at his or her discretion to admit other persons to the meeting. The chairman of the General Meeting shall appoint another person present at the General Meeting to act as secretary and to record the minutes of the meeting. The chairman of the General Meeting may instruct a Dutch civil law notary to draw up a notarial report of the proceedings at our expense, in which case no minutes need to be prepared. The chairman of the General Meeting is authorized to eject any person from the General Meeting if the chairman considers that person disruptive to the orderly proceedings. The General Meeting may be conducted in any language other than the Dutch language, if so determined by the chairman of the General Meeting.
Voting Rights and Quorum
In accordance with Dutch law and our Articles of Association, each Ordinary Share confers the right on the holder thereof to cast one vote at the General Meeting. The voting rights attached to any shares held by us or our direct or indirect subsidiaries are suspended, unless the Ordinary Shares were encumbered with a right of usufruct or a pledge in favor of a party other than us or a direct or indirect subsidiary before such Ordinary Shares were acquired by us or such a subsidiary, in which case, the other party may be entitled to exercise the voting rights on the Ordinary Shares. We may not exercise voting rights for Ordinary Shares in respect of which we or a direct or indirect subsidiary has a right of usufruct or a pledge.
Voting rights may be exercised by shareholders or by a duly appointed proxy holder (the written proxy being acceptable to the chairman of the General Meeting) of a shareholder, which proxy holder need not be a shareholder. The holder of a usufruct or pledge on shares shall have the voting rights attached thereto if so provided for when the usufruct or pledge was created.
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Under our Articles of Association, blank votes (votes where no choice has been made), abstentions and invalid votes shall not be counted as votes cast. However, shares in respect of which a blank vote or invalid vote has been cast and shares in respect of which the person with meeting rights who is present or represented at the meeting has abstained from voting are counted when determining the part of the issued share capital that is present or represented at a General Meeting. The chairman of the General Meeting shall determine the manner of voting and whether voting may take place by acclamation.
Resolutions of the shareholders are adopted at a General Meeting by a majority of votes cast, except where Dutch law or our Articles of Association provide for a special majority in relation to specified resolutions. Our Articles of Association provide that resolutions at a General Meeting can only be adopted if at leastone-third of the issued and outstanding shares in our capital are present or represented at such General Meeting, subject to any provision of mandatory Dutch law and any higher quorum requirement stipulated by our Articles of Association.
Subject to certain restrictions in our Articles of Association, the determination during the General Meeting made by the chairman of that General Meeting with regard to the results of a vote shall be decisive. OurThe Board will keep a record of the resolutions passed at each General Meeting.
Amendment of Articles of Association
At the proposal of ourthe Board, the General Meeting may resolve to amend our Articles of Association. A resolution of the General Meeting to amend our Articles of Association requires a majority of the votes cast. In the absence of a proposal by ourthe Board, the General Meeting may resolve to amend our Articles of Association with at leasttwo-thirds of the votes cast.
Merger, Demerger and Dissolution
At the proposal of ourthe Board, the General Meeting may resolve with a majority of the votes cast (subject to certain exceptions) or with at leasttwo-thirds of the votes cast if there is no proposal thereto by ourthe Board, to legally merge or demerge the Company within the meaning of Title 7, Book 2 of the Dutch Civil Code.
At the proposal of ourthe Board, the General Meeting may, by means of a resolution passed by a majority of the votes cast, or with at leasttwo-thirds of the votes cast if there is no proposal of ourthe Board thereto, resolve that we will be dissolved. In the event of our dissolution, the liquidation shall be effected by ourthe Board, unless the General Meeting decides otherwise.
In the event of a dissolution and liquidation, the assets remaining after payment of all of our debts (including any liquidation expenses) are to be distributed to the ordinary shareholders in proportion to the aggregate nominal value of their Ordinary Shares. The liquidation and all distributions referred to in this paragraph will be made in accordance with the relevant provisions of Dutch law.
Squeeze Out
A shareholder who for its own account (or together with its group companies) holds at least 95% of our issued share capital may institute proceedings against the other shareholders jointly for the transfer of their shares to the shareholder who holds such 95% majority. The proceedings are held before the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer van het GerechtshofAmsterdam) (the “Enterprise Chamber”) and can be instituted by means of a writ of summons served upon each of the minority shareholders in accordance with the provisions of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). The Enterprise Chamber may grant the claim forsqueeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Chamber on the value of the shares of the minority shareholders. Once the order to transfer by the Enterprise Chamber becomes final and irrevocable, the majority shareholder that instituted thesqueeze-out proceedings shall give written notice of the date and place of payment and the price to the holders of the shares to be acquired whose addresses are known to the majority shareholder. Unless the addresses of all minority shareholders are known to the majority shareholder acquiring the shares, the majority shareholder is required to publish the same in a newspaper with a national circulation.
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A shareholder that holds a majority of our issued share capital, but less than the 95% required to institute thesqueeze-out proceedings described above, may seek to propose and implement one or more restructuring transactions with the objective of obtaining at least 95% of our issued share capital so the shareholder may initiatesqueeze-out proceedings. Those restructuring transactions could, among other things, include a merger or demerger involving us, a contribution of cash and/or assets against issuance of shares, the issue of new shares to the majority shareholder without preemptive rights for minority shareholders or an asset sale transaction.
Depending on the circumstances, an asset sale of a Dutch public limited liability company (naamloze vennootschap) is sometimes used as a way to squeeze out minority shareholders, for example, after a successful tender offer through which a third party acquires a supermajority, but less than all, of the company’s shares. In such a scenario, the business of the target company is sold to a third party or a special purpose vehicle, followed by the liquidation of the target company. The purchase price is distributed to all shareholders in proportion to their respective shareholding as liquidation proceeds, thus separating the business from the company in which minority shareholders had an interest.
Any sale or transfer of all of our assets and our dissolution or liquidation is subject to approval by a majority of the votes cast in ourits General Meeting. Our Articles of Association provide that our General Meeting may only adopt such resolution upon a proposal of ourthe Board or with at leasttwo-thirds of the votes cast, unless such resolution is passed at the proposal of ourthe Board.
Certain Other Major Transactions
Our Articles of Association and Dutch law provide that resolutions of ourthe Board concerning a material change in the identity or character of the Company or its business are subject to the approval of the General Meeting. Such changes include:
a transfer of all or materially all of its business to a third party;
the entry into or termination of a long-lasting alliance of us or of a subsidiary either with another entity or company, or as a fully liable partner of a limited partnership or partnership, if this alliance or termination is of significant importance to us; and
the acquisition or disposition of an interest in the capital of a company by us or by ourits subsidiary with a value of at leastone-third of the value of our assets, according to the balance sheet with explanatory notes or, if we prepare a consolidated balance sheet, according to the consolidated balance sheet with explanatory notes in our most recently adopted annual accounts.
Dividends and Other Distributions
We may only make distributions to our shareholders if the shareholders’ equity exceeds the sum of thepaid-up andcalled-up share capital plus the reserves as required to be maintained by Dutch law or by our Articles of Association.
Any amount remaining out of distributable profits is added to our reserves as ourthe Board determines. After reservation by ourthe Board of any distributable profits, the shareholders, upon the proposal of ourthe Board or with at leasttwo-thirds of the votes cast, may declare a dividend. OurThe Board is permitted, subject to certain requirements, to declare interim dividends without the approval of the shareholders. Interim dividends may be declared as provided in our Articles of Association and may be distributed to the extent that the shareholders’ equity, based on interim financial statements, exceeds thepaid-up andcalled-up share capital and the reserves that must be maintained under Dutch law or our Articles of Association. Interim dividends are deemed advances on the final dividend to be declared with respect to the fiscal year in which the interim dividends have been declared. We may reclaim any distributions, whether interim or not interim, made in contravention of certain restrictions of Dutch law from shareholders that knew or should have known that such distribution was not permissible. In addition, on the basis of Dutch case law, if after a distribution we are not able to pay ourits due and collectable debts, then our shareholders or directors who at the time of the distribution knew or reasonably should have foreseen that result may be liable to ourits creditors.
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Distributions shall be payable in the currency determined by ourthe Board at a date determined by it. OurThe Board will set the record date to establish which shareholders (or usufructuaries or pledgees, as the case may be) are entitled to the distribution, such date not being earlier than the date on which the distribution was announced. Claims for payment of dividends and other distributions not made within five years from the date that such dividends or distributions became payable will lapse, and any such amounts will be considered to have been forfeited to us (verjaring).
We do not anticipate paying any dividends on Ordinary Shares for the foreseeable future.
Notices
We will give notice of each General Meeting by publication on our website and in a Dutch daily newspaper with national distribution, and in any other manner that we may be required to follow in order to comply with Dutch law and applicable stock exchange and SEC requirements. Holders of registered shares may further be provided notice of the meeting in writing at their addresses as stated in ourits shareholders’ register.
Transfer Agent
The transfer agent for our Ordinary Shares is Computershare Trust Company, N.A. Each person investing in Ordinary Shares held through The Depository Trust Company must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of Ordinary Shares.
For as long as any Ordinary Shares are listed on the Nasdaq or on any other stock exchange operating in the United States, the laws of the State of New York shall apply to the property law aspects of the Ordinary Shares reflected in the register administered by our transfer agent.
Our Ordinary Shares are listed in registered form and such Ordinary Shares, through the transfer agent, are not certificated. We have appointed Computershare Trust Company, N.A. as our agent in New York to maintain our shareholders’ register on behalf of ourthe Board and to act as transfer agent and registrar for our Ordinary Shares. The Ordinary Shares will be traded on the Nasdaq in book-entry form.
Listing of Our Securities
Our Ordinary Shares are traded on the Nasdaq under the symbol “PLYA.”
We may issue warrants for the purchase of our Ordinary Shares. We may issue warrants independently or together with other securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements is subject to, and qualified in its entirety by reference to, all the provisions of the warrant agreement and/or warrant certificate applicable to a particular series of warrants. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.
The particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
the number of Ordinary Shares purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise;
the date, if any, on and after which the warrants will be separately transferable;
the terms of any rights to redeem or call the warrants;
the date on which the right to exercise the warrants will commence and the date on which the right will expire;
U.S. federal income tax consequences and Dutch tax consequences applicable to the warrants; and
any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants.
Holders of equity warrants will not be entitled to:
vote, consent or receive dividends;
receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter; or
exercise any rights as shareholders of Playa.
Each warrant will entitle its holder to purchase the number of Ordinary Shares at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
We may issue rights to purchase our securities. These rights may be issued independently or together with any other security offered by this prospectus and may or may not be transferable by the person receiving the rights in the rights offering. In connection with any rights offering, we may enter into a standby underwriting agreement with one or more underwriters pursuant to which the underwriter will purchase any securities that remain unsubscribed for upon completion of the rights offering.
The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including, where applicable, the following:
the exercise price for the rights;
the number of rights issued to each securityholder;
the extent to which the rights are transferable;
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
the date on which the right to exercise the rights will commence and the date on which the right will expire;
the amount of rights outstanding;
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units.
The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.
If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:
the title of the series of units;
identification and description of the separate constituent securities comprising the units;
the price or prices at which the units will be issued;
the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
a discussion of certain U.S. federal income tax considerations and Dutch tax considerations applicable to the units; and
any other terms of the units and their constituent securities.
The Ordinary Shares beneficially owned by the Selling Shareholders covered byUnless otherwise set forth in a prospectus supplement accompanying this prospectus, we may besell the securities offered and sold from timepursuant to time by the Selling Shareholders. The term “Selling Shareholders” includes donees, pledgees, transferees or other successors in interest selling shares received after the date of this prospectus from a Selling Shareholder as a gift, pledge, partnership distributionto orother non-sale related transfer. The Selling Shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made from time to time in through one or more transactionsunderwriters or dealers, or we may sell the securities to investors directly or through agents. Any such underwriter, dealer or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. We may sell securities directly to investors on our own behalf in those jurisdictions where we are authorized to do so.
Underwriters may offer and sell the securities at a fixed price or at prices thatwhich may be changed, from time to time; at market prices prevailing at the time of sale;sale, at prices relatingrelated to such prevailing market prices;prices or at negotiated prices. AnyWe also may, from time to time, authorize dealers or agents to offer and sell the securities upon such terms and conditions as may be set forth in the applicable prospectus supplement. In connection with the sale of any of the pricessecurities, underwriters may represent a discountreceive compensation from us in the form of then-prevailing market prices. The Selling Shareholdersunderwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agents. Underwriters may sell their sharesthe securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents.
Our securities, including Ordinary Shares, may also be sold by one or morea variety of methods including the following: (i) block transactions (which may involve crosses) in which a broker-dealer may sell all or a combinationportion of such shares as agent, but may position and resell all or a portion of the following methods:
block as principal to facilitate the transaction; (ii) purchases by aany such broker-dealer as principal, and resale by such broker-dealer for its own account pursuant to this prospectus;
a prospectus supplement; (iii) a special offering, an exchange distribution or a secondary distribution in accordance with applicable Nasdaq or other stock exchange, quotation system or over-the-counter market rules; (iv) ordinary brokerage transactions and transactions in which the brokerany such broker-dealer solicits purchasers;
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block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
an over-the-counter distribution in accordance with the rules of the Nasdaq;
through trading plans entered into by a Selling Shareholder pursuant toRule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic (v) sales of their securities on the basis of parameters described in such trading plans;
to or through underwriters;
in “at the market” offerings, as defined in Rule 415 under the Securities Act, including sales made directly on a national securities exchangeto or sales made through a market maker other thanor into an existing trading market, on an exchange or otherwise, for such shares; and (vi) sales in other similar offerings throughways not involving market makers or established trading markets, including direct sales agents;
in privately negotiated transactions;
directly to onepurchasers.
Any underwriting compensation paid by us to underwriters or more purchasers, including through a specific bidding or auction process or otherwise;
in options transactions;
through a combination of any of the above methods of sale; and
any other legally permitted method of sale.
The Selling Shareholders may also sell securities under Rule 144 of the Securities Act, if available, or pursuant to other available exemptions from registration requirements under the Securities Act, rather than pursuant to this prospectus.
To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the shares or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the common stock in the course of hedging the positions they assume with Selling Shareholders. The Selling Shareholders may also sell the common stock short and redeliver the shares to close out such short positions. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Shareholders may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such transaction).
A Selling Shareholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates,agents in connection with those derivatives, the third parties may selloffering of the securities, coveredand any discounts or concessions or commissions allowed by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by any Selling Shareholder or borrowed from any Selling Shareholder or othersunderwriters to settle those sales or to close out any related open borrowings of stock, and may use securities received from any Selling Shareholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactionsparticipating dealers, will be an underwriter and will be identifiedset forth in the applicable prospectus supplement (or a post-effective amendment). In addition, any Selling Shareholder may otherwise loan or pledge securities to a financial institution or other third party thatsupplement. Dealers and agents participating in turn may sellthe distribution of the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
In effecting sales, broker-dealers or agents engaged by the Selling Shareholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Shareholders in amounts to be negotiated immediately prior to the sale.
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In offering the shares covered by this prospectus, the Selling Shareholders and any broker-dealers who execute sales for the Selling Shareholders may be deemed to be “underwriters” within the meaningunderwriters, and any discounts and commissions received by them and any profit realized by them on resale of the Securities Act in connection with such sales. Any profits realized by the Selling Shareholders and the compensation of any broker-dealersecurities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements entered into with us, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act of 1933, as amended. Unless otherwise set forth in an accompanying prospectus supplement, the obligations of any underwriters to purchase any of the securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all of such securities, if any are purchased.
Underwriters, dealers and agents may engage in transactions with, or perform services for, us and our affiliates in the ordinary course of business.
If indicated in the prospectus supplement, we may authorize underwriters or other agents to solicit offers by institutions to purchase securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which we may make these delayed delivery contracts include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. The obligations of any purchaser under any such delayed delivery contract will be subject to the condition that the purchase of the securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility with regard to the validity or performance of these delayed delivery contracts.
In order to complyconnection with the offering of the securities lawshereby, certain underwriters, and selling group members and their respective affiliates may engage in transactions that stabilize, maintain or otherwise affect the market price of certain states, if applicable, the shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
We have advised the Selling Shareholders that the anti-manipulation rulessecurities. Such transactions may include stabilization transactions effected in accordance with Rule 104 of Regulation M underpromulgated by the Exchange ActSEC pursuant to which such persons may apply to sales of shares in the market and to the activities of the Selling Shareholders and their affiliates. In addition, we will make copies of this prospectus available to the Selling Shareholdersbid for or purchase securities for the purpose of satisfyingstabilizing their market price. The underwriters in an offering of securities may also create a “short position” for their account by selling more securities in connection with the prospectus delivery requirementsoffering than they are committed to purchase from us. In such case, the underwriters could cover all or a portion of such short position by either purchasing securities in the open market following completion of the Securities Act. The Selling Shareholdersoffering of such securities or by exercising any over-allotment option granted to them by us. In addition, the managing underwriter may indemnifyimpose “penalty bids” under contractual arrangements with other underwriters, which means that they can reclaim from an underwriter (or any broker-dealer that participatesselling group member participating in transactions involving the saleoffering) for the account of the shares against certain liabilities,other underwriters, the selling concession with respect to securities that are distributed in the offering but subsequently purchased for the account of the underwriters in the open market. Any of the transactions described in this paragraph or comparable transactions that are described in any accompanying prospectus supplement may result in the maintenance of the price of the securities at a level above that which might otherwise prevail in the open market. None of such transactions described in this paragraph or in an accompanying prospectus supplement are required to be taken by any underwriters and, if they are undertaken, may be discontinued at any time.
We may sell the securities in exchange in whole or part for consideration other than cash. This consideration may consist of services or products, whether tangible or intangible, and including liabilities arisingservices or products we may use in our business; outstanding debt or equity securities of our company or one or more of its subsidiaries; debt or equity securities or assets of other companies, including in connection with investments, joint ventures or other strategic transactions, or acquisitions; release of claims or settlement of disputes; and satisfaction of obligations, including obligations to make payments to distributors or other suppliers and payment of interest on outstanding obligations. We may sell the securities as part of a transaction in which outstanding debt or equity securities of our company or one or more of our subsidiaries are surrendered, converted, exercised, canceled or transferred.
Our Ordinary Shares are listed on the Nasdaq under the Securities Act.symbol “PLYA.” Any securities that we issue, other than our Ordinary Shares, will be new issues of securities and, except with respect to our Ordinary Shares, will have no established trading market and may or may not be listed on a national securities exchange, quotation system or over-the-counter market. Any underwriters or agents to or through which securities are sold by us may make a market in such securities, but such underwriters or agents will not be obligated to do so and any of them may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of or trading market for any securities sold by us.
At the time a particular offerBOOK-ENTRY SECURITIES
The securities offered by means of shares is made, if required, athis prospectus and any related prospectus supplement may be issued in whole or in part in book-entry form, meaning that beneficial owners of the securities may not receive certificates representing their ownership interests in the securities, except in the event the book-entry system for the securities is discontinued. Securities issued in book-entry form will be distributedevidenced by one or more global securities that will set forthbe deposited with, or on behalf of, a depository identified in the numberapplicable prospectus supplement relating to the securities. Unless and until it is exchanged in whole or in part for the individual securities represented thereby, a global security may not be transferred except as a whole by the depository for the global security to a nominee of shares being offeredsuch depository or by a nominee of such depository to such depository or another nominee of such depository or by the depository or any nominee of such depository to a successor depository or a nominee of such successor. Global securities will be issued in registered form and thein either temporary or permanent form. The specific terms of the offering, includingdepository arrangement with respect to a class or series of securities that differ from the name of any underwriter, dealer or agent,terms described here will be described in the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.
There can be no assurance that the Selling Stockholders will sell all or any of the Ordinary Shares offered by this prospectus.applicable prospectus supplement.
Certain legalThe validity of the Ordinary Shares and certain other matters with respect to U.S. federalof Dutch law in connection with this offeringwill be passed upon for us by NautaDutilh N.V. The validity of the warrants, rights, units and certain other matters will be passed upon for us by Hogan Lovells US LLP. The validity of the Ordinary Shares covered by this prospectus has beenAdditional legal matters may be passed upon for us or any underwriters, dealers or agents by NautaDutilh N.V.counsel that we will name in the applicable prospectus supplement.
The consolidated financial statements, and the related financial statement schedule, incorporated in this prospectus by reference from the Company’s Annual Report on Form10-K for the year ended December 31, 2019 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the Exchange Act, and are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available on the Internet at the SEC’s website athttp://www.sec.gov. We also make our SEC filings accessible on our website at http://www.playaresorts.com. The reference to our website is intended to be an inactive textual reference only. The information on or connected to our website is not a part of this prospectus or the accompanying prospectus supplement and is not incorporated into this prospectus or any prospectus supplement.
This prospectus is a part of a registration statement on FormS-3 filed with the SEC to register offers and sales of the securities described in this prospectus under the Securities Act. The registration statement contains additional information about us and the securities. You may obtain the registration statement and its exhibits from the SEC as indicated above or from us.
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The SEC allows us to incorporate by reference information into this prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of the initial registration statement and prior to effectiveness of the registration statement and any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. However, we are not incorporating by reference any information provided in these documents that is described in paragraph (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of RegulationS-K promulgated by the SEC or, except as specifically provided below, furnished under applicable SEC rules rather than filed and exhibits furnished in connection with such items.
We incorporate by reference in this prospectus the documents set forth below that have been previously filed with the SEC as well as any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before the termination of this offering; provided, however, that, except as specifically provided below, we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with SEC rules:
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We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated by reference herein (other than certain exhibits to such documents not specifically incorporated by reference). Requests for such copies should be directed to:
Playa Hotels & Resorts N.V.
1560 Sawgrass Corporate Parkway,
Suite 310
Fort Lauderdale, FL 33323
Attn: General Counsel
Phone: (954)453-3100
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
| ITEM | 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
The following table sets forthis a statement of the costs and expenses other than underwriting discounts and commissions, payable(all of which are estimated) to be incurred by usthe registrant in connection with the sale anda distribution of the securities being registered. All amounts except the SECregistered under this registration fee are estimated.statement.
SEC Registration Fee | $ | 54,550 | ||
Accountant’s Fees and Expenses | 20,000 | * | ||
Legal Fees and Expenses | 60,000 | * | ||
Miscellaneous | 10,000 | * | ||
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TOTAL | $ | 144,550 | * | |
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All amounts in the table above, except the SEC Registration Fee, | ||||
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relating to offerings of particular securities. The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities. | ||||
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ITEM 15.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant is a public limited liability company (naamloze vennootschap) organized and existing under the laws of the Netherlands.
The registrant’s Articles of Association provide for certain indemnification rights for its directors and executive officers, and the registrant entered into indemnification agreements with each of its executive officers and directors providing for procedures for indemnification and advancements by the registrant of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to us or, at the registrant’s request, service to other entities, as officers or directors to the maximum extent permitted by Dutch law.
Pursuant to the Articles of Association, the registrant shall indemnify and hold harmless each of its indemnified officers and directors against any financial losses, costs, fines or other damages incurred by such indemnified officer or director and any expense reasonably paid or incurred by or on behalf of such indemnified officer in connection with any threatened, pending or completed inquiry, investigation, suit, claim, action or legal proceedings of a civil, criminal, administrative or other nature, formal or informal, in which he becomes involved, to the extent relating to or arising in connection with his current or former position with the registrant and/or a group company and/or his current or former service at the request of the registrant as a director, officer, limited or general partner, member, employee or agent of any other foreign or domestic entity, partnership, joint venture, trust, other enterprise (whether conducted for profit or not for profit) or employee benefit plan, and in each case to the extent permitted by applicable law.
No indemnification shall be given to an indemnified officer or director under the Articles of Association:
if a competent court or arbitral tribunal has finally established (without the possibility for appeal) that the acts or omissions of such indemnified officer or director that led to the financial losses, costs, fines, damages, other expenses, suit, claim, action or legal proceedings are of a nature constituting malice, gross negligence, intentional misconduct and/or serious culpability attributable to such indemnified officer or director;
to the extent that his or her financial losses, costs, fines, damages and other expenses are covered under an insurance policy obtained by the registrant, but only to the extent that the relevant insurer has irrevocably settled or provided reimbursement for, these financial losses, costs, fines, damages and other expenses; or
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for proceedings brought by such indemnified officer or director against registrant or any of its subsidiaries, except for proceedings brought to enforce indemnification to which he is entitled under applicable law, insurance policies obtained by the registrant, the registrant’s Articles of Association, a resolution of the registrant’s Board or an agreement between such indemnified officer and the registrant.
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The Articles of Association also provide that the registrant may maintain an insurance policy which insures directors and officers against certain liabilities which might be incurred in connection with the performance of their duties. The registrant currently maintains such a policy. The description of indemnity herein is merely a summary of the provisions in the Articles of Association and other indemnification agreements, and such description shall not limit or alter the provisions in the Articles of Association or other indemnification agreements.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
| ITEM | 16. LIST OF EXHIBITS |
ITEM 16.EXHIBITS
(a) Exhibits. The following documents are filed as exhibits to this registration:See Exhibit Index.
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ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period duringin which offers or sales are being made, a post-effective amendment to this registration statement:
(i) toTo include any prospectus required by sectionSection 10(a)(3) of the Securities Act of 1933;
(ii) toTo reflect in the prospectus any facts or events arising after the effective date of thethis registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in thethis registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) ( § 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) toTo include any material information with respect to the plan of distribution not previously disclosed in thethis registration statement or any material change to such information in thethis registration statement.statement;
provided, however, that:
Paragraphs that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 as amended (the “Exchange Act”), that are incorporated by reference in thethis registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of thethis registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of thethis registration statement as of the date the filed prospectus was deemed part of and included in thethis registration statement; and
(ii) each(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in thethis registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
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prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided,thereof. Provided, however, that no statement made in a registration statement or prospectus that is a part of thethis registration statement or made in a document incorporated or deemed incorporated by reference into thethis registration statement or prospectus that is a part of thethis registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in thethis registration statement or prospectus that was part of thethis registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, thesecurities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposesthe purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to sectionSection 13(a) or sectionSection 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in thethis registration statement shall be deemed to be a new registration statement relating to the securities offered therein,herein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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EXHIBIT INDEX
| * | Filed herewith |
| ** | To be filed by amendment or incorporated by reference in connection with the offering of specific securities. |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fairfax, State of Virginia, on July 1,October 9, 2020.
Playa Hotels & Resorts N.V. | ||
By: | /s/ Bruce D. Wardinski | |
| Name: | Bruce D. Wardinski | |
Title: | Chairman and Chief Executive Officer (Principal Executive Officer) | |
Each of the undersigned, whose signature appears below, hereby constitutes and appoints Bruce D. Wardinski and Ryan Hymel, and each of them, his or her true and lawfulattorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Bruce D. Wardinski | ||||
| Bruce D. Wardinski | Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
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/s/ Ryan Hymel | ||||
| Ryan Hymel | Chief Financial Officer (Principal Financial Officer) | |||
/s/ Brandon B. Buhler | ||||
| Brandon B. Buhler | Chief Accounting Officer (Principal Accounting Officer) | |||
/s/ Charles Floyd
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| Charles Floyd | Director | October 9, 2020 | ||
/s/ Richard B. Fried | ||||
| Richard B. Fried | Director | |||
/s/ Gloria Guevara
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| Gloria Guevara | Director | October 9, 2020 | ||
/s/ Hal Stanley Jones | ||||
| Hal Stanley Jones | Director | |||
/s/ Elizabeth Lieberman
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| Elizabeth Lieberman | Director | October 9, 2020 | ||
/s/ Karl Peterson
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| Karl Peterson | Director | October 9, 2020 | ||
/s/ Christopher Zacca
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| Christopher Zacca | Director | October 9, 2020 | ||