Filed Pursuant to Rule 424(b)(3)
Registration No. 333-267160
| | TRINITY BIOTECH PLC 11,189,847 American Depositary Shares representing 44,759,388 ‘A’ Ordinary Shares | |
This prospectus relates to the resale, from time to time, by the selling shareholder named in this prospectus of up to 11,189,847 American Depositary Shares (“ADSs”) (each ADS represents 4 ‘A’ Ordinary Shares, par value $0.0109 per share) of Trinity Biotech plc. The ADSs are evidenced by American Depositary Receipts, or ADRs. MiCo IVD Holdings, LLC (“MiCo” or the “selling shareholder”), acquired the ADSs from us on May 3, 2022 pursuant to the terms of a securities purchase agreement, dated April 11, 2022, between us and MiCo (the “Securities Purchase Agreement”).
Our ADSs are listed on The NASDAQ Global Select Market under the symbol “TRIB.” On September 14, 2022, the closing price of an ADS on The NASDAQ Global Select Market was $1.20. MiCo may offer and sell any of the ADSs from time to time at fixed prices, at market prices or at negotiated prices, and may engage a broker, dealer or underwriter to sell the ADSs. For additional information on the possible methods of sale that may be used by MiCo, you should refer to the section entitled “Plan of Distribution” elsewhere in this prospectus. We will not receive any proceeds from the sale of any ADSs by MiCo. We do not know when or in what amount MiCo may offer the ADSs for sale. MiCo may sell any, all or none of the ADSs offered by this prospectus.
INVESTING IN THE ADSs INVOLVES A HIGH DEGREE OF RISK. BEFORE BUYING ANY SECURITIES, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE 5 OF THIS PROSPECTUS AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is September 15, 2022.
TABLE OF CONTENTS
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Unless expressly stated otherwise, in this prospectus, references to “we”, “us”, “Trinity Biotech” or the “Group” shall mean Trinity Biotech plc and its world-wide subsidiaries, collectively. References to the “Company” shall mean Trinity Biotech plc. All references to “dollars” or “$” in this prospectus are to U.S. dollars, and all references to “Euro” or “€” are to European Union Euro.
You should read this document together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus. We have not authorized any dealer, salesperson or other person to give any information or to make any representation and you should not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy ADSs, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy ADSs in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or ADS is sold on a later date.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus is not intended to be and is not a prospectus for purposes of: (i) Regulation (EU) 2017/1129 of the European Parliament and of the Council or the European Union (Prospectus) Regulations of Ireland 2019 (SI No. 380/2019); or (ii) Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 of the United Kingdom, as amended by the Prospectus (Amendment etc.) (EU Exit) Regulations 2019 of the United Kingdom, or the UK Prospectus Regulation. No offer of shares to the public is made, or will be made, that requires the publication of a prospectus pursuant to European prospectus law or the UK Prospectus Regulation. This document has been prepared on the basis that any offer of shares in any relevant European Economic Area member state or the United Kingdom will be made pursuant to an exemption under European prospectus law and the UK Prospectus Regulation from the requirement to publish a prospectus for offers of shares and does not constitute an offer or solicitation to anyone to purchase shares in any jurisdiction in which such an offer or solicitation is not authorized nor to any person to whom it is unlawful to make such an offer or solicitation. This document has not been reviewed or approved by the Central Bank of Ireland nor by any other competent or supervisory authority of any other member state of the European Economic Area or the United Kingdom for the purposes of the EU Prospectus Regulation, or the UK Prospectus Regulation, as applicable. Any representation to the contrary is a criminal offense.
FORWARD‑LOOKING STATEMENTS
Some of the statements contained in this prospectus and the documents incorporated by reference are forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements about:
| • | the development of future products; |
| • | the potential attributes and benefit of our products and their competitive position; |
| • | our ability to successfully commercialize, or enter into strategic relationships with third parties to commercialize, our products; |
| • | our estimates regarding expenses, future revenues, capital requirements and our need for additional financing; |
| • | statements of our plans and objectives; |
| • | our ability to acquire or in-license new product candidates; |
| • | potential strategic relationships; |
| • | the duration of our patent portfolio; and |
| • | statements regarding the capabilities of our business operations; |
| • | statements of expected future economic performance; |
| • | statements regarding competition in our market; and |
| • | assumptions underlying statements regarding us or our business. |
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| • | our substantial indebtedness, which could impair our flexibility and access to capital and adversely affect our financial position; |
| • | our ability to generate or raise sufficient funds to repay our debt as it becomes due and to continue as a going concern; |
| • | pandemics or other public health emergencies, including the COVID-19 pandemic; |
| • | the occurrence of hostilities and political instability, including the invasion of Ukraine by Russia, and resulting volatility and other effects on global economic conditions; |
| • | changes in customer demand; |
| • | our ability to successfully develop and commercialize new products; |
| • | recalls of our products or liability claims in connection with our products and services and the cost and reputational harm associated with such recalls or claims and with any voluntary corrective actions or regulatory agency enforcement actions; |
| • | delays or failures in our clinical trials and failure to maintain regulatory approvals and clearances to manufacture, market and distribute our products; |
| • | interruptions in production at our principal manufacturing facilities, our third-party manufacturing facilities or our supplier; |
| • | the extent to which we are successful in gaining new long-term relationships with customers or retaining existing ones; |
| • | developments and changes in laws and regulations, including increased regulation of our industry through legislative action and revised rules and standards; |
| • | security breaches, cybersecurity attacks and other significant disruptions; |
| • | natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of our business and facilities; |
| • | the United Kingdom’s withdrawal from the European Union and its potential impact on our supply chains and the market for our products in the United Kingdom; |
| • | strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses; and |
| • | our ability to obtain and protect rights to the intellectual property necessary for the conduct of our business and the potential costs of enforcing or defending those rights. |
The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks in the section entitled “Risk Factors” on page 5 of this prospectus and on page 3 in our annual report on Form 20-F, as amended for the year ended December 31, 2021 incorporated by reference herein. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. The summary does not contain all the information that you should consider before investing in our ADSs. You should read the entire prospectus carefully, including “Risk Factors” contained in this prospectus and the documents incorporated by reference in this prospectus, before making an investment decision.
We develop, acquire, manufacture and market medical diagnostic products for the clinical laboratory and point-of-care segments of the diagnostic market. These products are used to detect autoimmune, infectious and sexually transmitted diseases, diabetes and disorders of the liver and intestine. We are also a significant provider of raw materials to the life sciences and research industries globally. We market our portfolio of several hundred products to customers in approximately 100 countries around the world through our own sales force and a network of international distributors and strategic partners.
For a full and comprehensive description of our business, markets and product lines, see our most recent Annual Report on Form 20-F, as amended, and any updates in our Reports of Foreign Private Issuer on Form 6-K, to the extent that they are incorporated herein by reference.
Recent Developments
On May 3, 2022, the Company closed its approximately $45.0 million strategic investment and partnership with MiCo, a subsidiary of MiCo Ltd., a KOSDAQ-listed company. The investment consisted of an equity investment of approximately $25.2 million (for the approximately 11.2 million ADSs it acquired pursuant to the Securities Purchase Agreement at a price of $2.25 per ADS)(the “Equity Investment”) and a $20 million seven-year, unsecured junior convertible note issued by the Company, with a fixed interest rate of 1.5% and an ADS conversion price of $3.24 per ADS (the “Convertible Note”). The Convertible Note mandatorily converts into ADSs if the volume weighted average price of the Company’s ADSs is at or above $3.24 for any five consecutive NASDAQ trading days. The Company has used those proceeds primarily to repay a portion of the Group’s $81.25 million term loan (the “Term Loan”) from Perceptive Credit Holdings III, LP (“Perceptive”).
Corporate Information
We were incorporated as a private limited company registered in Ireland in January 1992 and subsequently re-registered as a public limited company (“plc”) in July 1992. The Company commenced operations in 1992 and, in October 1992, completed an initial public offering of our securities in the United States. Our principal offices are located at IDA Business Park, Bray, Co. Wicklow, Ireland and our telephone number is +353 1276 9800. Our North American headquarters is based at 2823 Girts Rd., Jamestown, NY 14701, USA. The Company’s website is www.trinitybiotech.com. The information in our website is not incorporated by reference herein.
| ADSs offered by the selling shareholder | | 11,189,847 ADSs (each ADS represents 4 ‘A’ Ordinary Shares, par value $0.0109 per share). The offered ADSs are evidenced by ADRs. |
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| ‘A’ Ordinary Shares outstanding as of August 24, 2022 | | 152,430,282 ‘A’ Ordinary Shares (which excludes 17,314,662 ‘A’ Ordinary Shares issuable upon the exercise of options having exercise prices ranging from $0.19 to $4.36 per share and 24,691,358 ‘A’ Ordinary Shares represented by approximately 6,172,840 ADSs issuable upon the exercise of the Convertible Note). |
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| Use of proceeds | | We will not receive any proceeds from the sale of the ‘ADSs offered hereby. |
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| NASDAQ Global Select Market symbol | | “TRIB” |
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| Risk Factors | | Prospective investors should carefully consider the Risk Factors beginning on Page 5 and under similar headings in the other documents that are incorporated by reference into this prospectus for a discussion of certain factors that should be considered before buying the ADSs offered hereby. |
Investing in our securities involves significant risks. Please see the risk factors under the heading “Risk Factors” in our most recent Annual Report on Form 20-F on file with the Commission, as revised or supplemented by our reports subsequently filed after the date hereof with the Commission and incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this.
Risks Related to Ownership of our ADSs
MiCo owns approximately 29.4% of the voting share capital of our Company, which gives MiCo significant influence over our management and affairs and may deter a change in control or other transaction that may be favorable to our shareholders.
MiCo owns approximately 11.2 million of our ADSs, which represents approximately 29.4% of the outstanding voting share capital of our Company and, under the terms of the Convertible Note and the Securities Purchase Agreement, MiCo is entitled to nominate a total of four individuals for consideration by the nomination committee of the board of directors of the Company for appointment as directors for as long as MiCo continues to hold qualifying amounts of ADSs or principal value of the Convertible Note or converted ADSs, as applicable. Because of its ownership interest and right to nominate directors, MiCo will have significant influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our Company or our assets, for the foreseeable future. This concentration of ownership may also delay, deter or prevent a change in control, and may make some transactions more difficult or impossible to complete without the support of MiCo, regardless of the impact of such transactions on our other shareholders. The interests of MiCo may differ from the interests of other shareholders and thus result in corporate decisions that are disadvantageous to other shareholders.
Risks Related to the Offering
Sales by MiCo of its ADSs may cause the market price of our ADSs to decline.
The sale by MiCo of its ADSs or the ADSs issuable upon conversion of the Convertible Note, or the perception that such sales could occur, may cause the market price of our ADSs to decline or become more volatile. In addition, the fact that MiCo can sell substantial amounts of ADSs in the public market, whether or not sales have occurred or are occurring, could make it more difficult for the Company to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that it deems reasonable or appropriate.
We will not receive the proceeds from the resale of the ADSs by Mico.
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our capitalization and indebtedness as of March 31, 2022 as derived from our financial statements, which are prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. The information in this table should be read in conjunction with the financial statements and notes thereto and other financial information incorporated by reference into this prospectus and any prospectus supplement.
The table below presents our capitalization on an actual basis, and on an as-adjusted basis to give effect to: (i) the Equity Investment and purchase by MiCo of the Convertible Note on May 3, 2022; and (iii) the repayment of $34.5 million in nominal amount of the Term Loan on May 5, 2022.
The table below, however, does not give effect to (i) the impact of the requirement under IFRS 9, IFRS 13 and IAS 32 to account for a warrant issued to Perceptive as a derivative financial liability of the Company; (ii) the impact of the requirement under IFRS 9, IFRS 13 and IAS 32 to account for the option to repay the Perceptive term loan early as a derivative financial asset of the Company; (iii) the impact of the requirement under IFRS 9 to offset loan origination costs against the Term Loan balance and to accrete interest on the Term Loan balance; (iv) the impact on the accumulated surplus of fees and expenses related to the investment by MiCo incurred after March 31, 2022; (v) the treatment of the Convertible Note under IFRS 9, IFRS 13 and IAS 32 as a compound financial instrument with a debt and equity element; (vi) the impact on the accumulated surplus of fees and expenses associated with the early repayment of the Term Loan; (vii) the impact on the accumulated surplus of the additional accretion interest expense arising from the early repayment of $34.5 million in the nominal amount of the Term Loan; (viii) the issuance and sale of 10 million ‘A’ Ordinary Shares represented by ADSs issuable upon exercise of the Perceptive warrant; (ix) the issuance of 17,314,662 ‘A’ Ordinary Shares issuable upon exercise of outstanding options; or (x) the issuance of 24,691,358 ‘A’ Ordinary Shares issuable upon the conversion of the Convertible Note. Perceptive, Mico and the holders of those share options are not obligated to exercise the Perceptive warrant, the Convertible Note and those options, respectively, and, as a result, there can be no assurance that the Perceptive warrant, the Convertible Note or those options will ever be exercised or converted into ‘A’ Ordinary Shares. The IFRS accounting for the above transactions is complex and may result in significant further adjustments.
| | | As of March 31, 2022 | |
| US$000’s | | Actual | | | As Adjusted(1) | |
| Debt Outstanding: | | | | | | |
| Exchangeable Notes (at nominal amount) | | $ | 210 | | | | 210 | |
| Term Loan (at nominal amount) | | | 81,250 | | | | 46,750 | |
Convertible Note (at nominal amount) | | | - | | | | 20,000 | |
| Equity: | | | | | | | | |
| ‘A’ Ordinary Shares, par value $0.0109 per share | | $ | 1,445 | | | | 1,933 | |
| Share Premium | | $ | 21,874 | | | | 46,563 | |
| Treasury shares | | $ | (24,922 | ) | | | (24,922 | ) |
| Reserves | | $ | (5,163 | ) | | | (5,163 | ) |
| Accumulated surplus | | $ | 481 | | | | 481 | |
| Total shareholders’ equity | | $ | (6,285 | ) | | | 18,892 | |
| Total Capitalization | | $ | 75,175 | | | | 85,852 | |
(1) The number of ‘A’ Ordinary Shares issued and outstanding excludes 17,314,662 ‘A’ Ordinary Shares issuable upon the exercise of options having exercise prices ranging from $0.19 to $4.36 per share, 24,691,358 ‘A’ Ordinary Shares (represented by approximately 6,172,840 ADSs issuable upon the exercise of the Convertible Note), and the 10,000,000 ‘A’ Ordinary Shares issuable upon the exercise of the Perceptive warrant, having an exercise price of $1.30 per ADS ($0.325 per ‘A’ Ordinary Share).
We are registering the resale of 11,189,847 ADSs (representing 44,759,388 ‘A’ Ordinary Shares) to satisfy certain registration rights that we have granted to MiCo. MiCo is a subsidiary of MiCo Ltd., a KOSDAQ-listed and Korea-based company, which is engaged in the biomedical business through its affiliate MiCo BioMed, in addition to providing cutting-edge technology driven solutions in the semi-conductor and green energy sectors. The term “selling shareholder” includes the entity identified in the table below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus forms a part or by a supplement to this prospectus) and any permitted assignees of the ADSs. Except as described herein or in the documents incorporated by reference herein, we did not have any material relationship with MiCo prior to the transactions resulting from the Securities Purchase Agreement.
Our registration of the resale of the securities covered by this prospectus does not necessarily mean that the selling shareholder will sell any or all of the securities.
The information in the table below is based upon information provided by the selling shareholder.
| Selling Shareholder | | Ordinary Shares Beneficially
Owned Prior to Offering /
Percentage of Class(2) | | Ordinary Shares Being Offered | | Ordinary Shares Beneficially Owned Upon Completion of Offering /
Percentage of Class (2)(3) |
| MiCo IVD Holdings, LLC (1) | | 69,450,748 ‘A’ Ordinary Shares (represented by 17,362,687ADSs)/ 39.2% | | 44,759,388 ‘A’ Ordinary Shares (represented by 11,189,847 ADSs) | | 24,691,358 ‘A’ Ordinary Shares (represented by approximately 6,172,840 ADSs) / 13.9% |
| MiCo IVD Holdings, LLC (“MiCo”) is a Delaware limited liability company. The address of MiCo is 85 Orchard Rd, Skillman, NJ 08558, United States. |
| (2) | Including 24,691,358 ‘A’ Ordinary Shares (represented by approximately 6,172,840 ADSs) issuable upon conversion of the Convertible Note, assuming certain conditions to the issuance of ADSs upon conversion of the Convertible Note, including shareholder approval, have been met. |
| (3) | Assuming all ADSs representing ‘A’ Ordinary Shares being registered for resale hereunder are sold and that no ADSs issuable to the Selling Shareholder upon conversion of the Convertible Note are sold. |
The selling shareholder, may, from time to time, sell, transfer or otherwise dispose of any or all of its ADSs or interests therein on any stock exchange, market or trading facility on which the ADSs are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling shareholder may use any one or more of the following methods when disposing of shares or interests therein:
| • | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| • | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| • | purchases by a broker-dealer as principal and resale by the broker-dealer for its own account; |
| • | an exchange distribution in accordance with the rules of the applicable exchange; |
| • | privately negotiated transactions; |
| • | short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the Commission; |
| • | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| • | through agreements between broker-dealers and the selling shareholder to sell a specified number of such shares at a stipulated price per share; |
| • | a combination of any such methods of sale; and |
| • | any other method permitted by applicable law. |
In connection with the sale of our ADSs or interests therein, the selling shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the ADSs or interests therein in the course of hedging the positions they assume. The selling shareholder may also sell ADSs or interests therein short and deliver these securities to close out their short positions, or loan or pledge the ADSs or interests therein to broker-dealers that in turn may sell these securities. The selling shareholder may also enter into options or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to each 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 aggregate proceeds to the selling shareholder from the sale of the ADSs or interests therein offered by the selling shareholder will be the purchase price of such securities less discounts or commissions, if any. The selling shareholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of ‘ADSs or interests therein to be made directly or through agents. We will not receive any of the proceeds from this offering.
The selling shareholder also may resell all or a portion of the ADS or interests therein in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.
The selling shareholder and any underwriters, broker-dealers or agents that participate in the sale of the ADSs or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. If the selling shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the ADSs or interest therein to be sold, the name of the selling shareholder, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the ADSs or interests therein may be sold in those jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the ADSs or interests therein may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the selling shareholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholder and its affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed with the selling shareholder to keep the registration statement of which this prospectus constitutes a part effective until the earlier of such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or have been withdrawn.
The primary trading market for our ADSs is the NASDAQ Global Select Market, where our ADSs are listed and traded under the symbol “TRIB”. The ratio of ADSs to underlying ‘A’ Ordinary Shares is 1 ADS : 4 ‘A’ Ordinary Shares. The Bank of New York Mellon is the depositary for the ADSs pursuant to the deposit agreement filed with the Commission on January 15, 2004 as an exhibit to our Form F-6, registration no. 333-111946.
Descriptions of our ‘A’ Ordinary Shares and ADSs can be found in our Annual Report on Form 20-F for the year ended December 31, 2021, as amended, which descriptions are incorporated herein by reference.
A description of taxation affecting our ADSs can be found in our Annual Report on Form 20-F for the year ended December 31, 2021, as amended, which description is incorporated herein by reference.
AUTHORIZED REPRESENTATIVE
Our authorized representative in the United States for this offering as required pursuant to Section 6(a) of the Securities Act is Puglisi & Associates; 850 Library Avenue, Suite 204; Newark, Delaware 19711. We have agreed to indemnify the authorized representative against liabilities under the Securities Act of 1933.
The following is a statement of expenses in connection with the distribution of the securities registered. All amounts shown are estimates except the Commission registration fee. The estimates do not include expenses related to offerings of particular securities. Each prospectus supplement describing an offering of securities will reflect the estimated expenses related to the offering of securities under that prospectus supplement.
| Commission registration fee | | $ | 1,431.47 | |
| EDGAR and printing fees | | $ | 1,000 | |
| Legal fees and expenses | | $ | 10,000 | |
| Accounting fees and expenses | | $ | 5,500 | |
| Miscellaneous | | $ | 2,000 | |
| Total | | $ | 19,931.47 |
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Except as otherwise described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, as amended, and in our Reports of Foreign Private Issuer on Form 6-K filed under the Exchange Act and incorporated by reference or disclosed herein, no reportable material changes have occurred since December 31, 2021.
Carter Ledyard & Milburn LLP, New York, New York, will be passing upon matters of United States law for us with respect to securities offered by this prospectus. The validity of the ‘A’ Ordinary Shares represented by ADSs offered hereby will be passed upon for us by Matheson, Dublin, Ireland.
The consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2021 have been so incorporated in reliance on the report of Grant Thornton, an independent registered public accounting firm, upon the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is a part of a registration statement on Form F-3 that we filed with the Commission under the Securities Act. We refer you to this registration statement for further information about us and the securities offered hereby.
We file annual and special reports and other information with the Commission (Commission File Number 000-22320). These filings contain important information that does not appear in this prospectus. Our SEC filings are also available on the Commission Internet site at www.sec.gov, which contains periodic reports and other information regarding issuers that file electronically.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We file annual and special reports and other information with the Commission (File Number 000-22320). These filings contain important information which does not appear in this prospectus. The Commission allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to other documents which we have filed or will file with the Commission. We are incorporating by reference in this prospectus the documents listed below and all amendments or supplements we may file to such documents, as well as any future filings we may make with the Commission on Form 20-F under the Exchange Act before the time that all of the securities offered by this prospectus have been sold or de-registered.
| ● | Our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, as filed with the Commission on May 2, 2022 and Amendment No. 1 thereto on Form 20-F/A, as filed with the Commission on May 25, 2022; |
| ● | The description of our ADSs contained in our Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on May 2, 2022. |
