LETTER OF TRANSMITTAL
to Accompany Common Shares, No Par Value
of
EVERGREEN UTILITIES AND HIGH INCOME FUND
Tendered Pursuant to the Offer to Purchase Dated December 20, 2004
THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME
ON JANUARY 24, 2005, UNLESS THE OFFER IS EXTENDED
Depositary Telephone Number: (888) 396-7866
Depositary Addresses:
By First Class Mail:
EquiServe Trust Company, N.A.
Attn: Corporate Actions
P.O. Box 43014
Providence, RI 02940-3014
By Registered, Certified or Express Mail or Overnight Courier:
EquiServe Trust Company, N.A.
Attn: Corporate Actions
161 Baystate Drive
Braintree, MA 02184
By Hand:
EquiServe Trust Company, N.A.
17 Battery Park Place
11th Floor
New York, NY 10004
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4)
Name(s) and Address(es) of Registered Owner(s)
(Please fill in, if blank, exactly the name(s) in Shares Tendered*
which shares are registered) (Attach Additional Signed List, if Necessary)
Certificate Number(s)* Total Number Number of shares
Total Shares of Shares Tendered**
Tendered Represented by
Certificate(s)
Total Shares Owned ____
Tendered of Total Shares Owned ____%
*Need not be completed by Shareholders who tender Shares by book-entry transfer.
**If the Shares tendered hereby are in certificate form, the certificates
representing such Shares MUST be returned together with this Letter of
Transmittal. Unless otherwise indicated, it will be assumed that all Shares
evidenced by certificates delivered to the Depositary are being tendered.
This Letter of Transmittal is to be used (a) if you desire to effect the
tender transaction yourself, (b) if you intend to request your broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
you and the Shares are not registered in the name of such broker, dealer,
commercial bank, trust company or other nominee, and (c) by a broker, dealer,
commercial bank, trust company or other nominee effecting the transaction as a
registered owner or on behalf of a registered owner. To accept the Offer in
accordance with its terms, a Letter of Transmittal properly completed and
bearing original signature(s) and the original of any required signature
guarantee(s), any certificates representing Shares tendered, and any other
documents required by this Letter of Transmittal, must be mailed or delivered to
EquiServe Trust Company, N.A. (the "Depositary") at an appropriate address set
forth above and must be received by the Depositary prior to 5:00 p.m. Eastern
Time on January 24, 2005, or such later time and date to which the Offer is
extended, unless the tendering party has satisfied the conditions for guaranteed
delivery described in Section 4(e) of the Offer to Purchase. Delivery of
documents to a book-entry transfer facility does not constitute delivery to the
Depositary.
THE UNDERSIGNED ALSO TENDERS UNCERTIFICATED SHARES HELD IN THE NAME(S) OF
THE UNDERSIGNED BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND
REINVESTMENT PLAN, IF ANY. CHECK THIS BOX / / IF THERE ARE ANY SUCH SHARES.
/ / THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY,
SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER
SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER
OF SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED.
The boxes below are to be checked by eligible institutions only.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY
TRUST COMPANY ("DTC") AND COMPLETE THE FOLLOWING:
NAME OF TENDERING INSTITUTION: ____________________________________________
DTC PARTICIPANT NUMBER: ___________________________________________________
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
NAME(S) OF REGISTERED HOLDER(S): __________________________________________
WINDOW TICKET NUMBER (IF ANY): ____________________________________________
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY: _______________________
NAME OF ELIGIBLE INSTITUTION WHICH GUARANTEED DELIVERY: ___________________
DTC PARTICIPANT NUMBER (IF DELIVERED BY BOOK-ENTRY TRANSFER): _____________
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The person(s) signing this Letter of Transmittal (the "Signor") hereby
tender(s) to Evergreen Utilities and High Income Fund, a non-diversified,
closed-end management investment company organized as a statutory trust under
the laws of the State of Delaware (the "Fund"), the above-described common
shares, no par value (the "Shares"), of the Fund, for purchase by the Fund at a
price (the "Purchase Price") equal to the net asset value ("NAV") per Share
determined as of the close of the regular trading session of the New York Stock
Exchange on January 25, 2005 (or, if the Offer as defined below is extended, on
the date after the Expiration Date as defined in the Offer to Purchase) in cash,
under the terms and subject to the conditions set forth in the Offer to Purchase
dated December 20, 2004, receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which Offer to Purchase and Letter of Transmittal
together with any amendments or supplements thereto collectively constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the Signor hereby
sells, assigns and transfers to, or upon the order of, the Fund, all right,
title and interest in and to all of the Shares that are being tendered hereby
that are purchased pursuant to the Offer, and hereby irrevocably constitutes and
appoints EquiServe Trust Company, N.A. (the "Depositary") as attorney-in-fact of
the Signor with respect to such Shares, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) present certificate(s) for such Shares, if any, for
cancellation and transfer on the Fund's books and (b) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares, subject to
the next paragraph, all in accordance with the terms and subject to the
conditions set forth in the Offer.
The Signor hereby represents and warrants that (a) the Signor, if a broker,
dealer, commercial bank, trust company or other nominee, has obtained the
tendering Shareholder's instructions to tender pursuant to the terms and
conditions of this Offer in accordance with the letter from the Fund to brokers,
dealers, commercial banks, trust companies and other nominees; (b) when and to
the extent the Fund accepts the Shares for purchase, the Fund will acquire good,
marketable and unencumbered title thereto, free and clear of all security
interests, liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim; (c) on request, the Signor will execute and
deliver any additional documents that the Depositary or the Fund deems necessary
or desirable to complete the assignment, transfer and purchase of the Shares
tendered hereby; and (d) the Signor has read and agrees to all of the terms and
conditions of the Offer.
The name(s) and address(es) of the registered owner(s) should be printed as
on the registration of the Shares. If the Shares tendered hereby are in
certificate form, the certificate(s) representing such Shares must be returned
together with this Letter of Transmittal.
The Signor recognizes that, under certain circumstances as set forth in the
Offer to Purchase, the Fund may amend, extend or terminate the Offer or may not
be required to purchase any of the Shares tendered hereby. In any such event,
the Signor understands that certificate(s) for the Shares not purchased, if any,
will be returned to the Signor at its registered address unless otherwise
indicated under the Special Delivery Instructions below. The Signor recognizes
that the Fund has no obligation, pursuant to the Special Payment Instructions
set forth below, to transfer any Shares from the name of the registered owner
thereof if the Fund purchases none of such Shares.
The Signor understands that acceptance of Shares by the Fund for payment
will constitute a binding agreement between the Signor and the Fund upon the
terms and subject to the conditions of the Offer.
The check for the purchase price of the tendered Shares purchased will be
issued to the order of the Signor and mailed to the address indicated, unless
otherwise indicated below in the box titled Special Payment Instructions or the
box titled Special Delivery Instructions. The Fund will not pay interest on the
purchase price under any circumstances.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Signor and all obligations of the Signor hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the Signor. Except as stated in the Offer, this tender is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
certificates not accepted for payment in the name(s) of the registered holder(s)
appearing above under "Description of Shares Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price for any Shares purchased and/or return any Share
certificates not accepted for payment (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered." In the event that both the Special Payment
Instructions and the Special Delivery Instructions are completed, please issue
the check for the purchase price and/or return any Share certificates not
accepted for payment in the name of, and deliver such check and/or return any
such Share certificates to, the person(s) so indicated. The undersigned
recognizes that the Fund has no obligation pursuant to the Special Payment
Instructions to transfer any Shares from the name of the registered holder
thereof if the Fund does not accept for payment any of the Shares tendered
hereby.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if any certificate for Shares not purchased, and/or a
check for the purchase price of Shares accepted for payment, is to be issued in
the name of someone other than the undersigned.
Issue: / / Check to:
/ / Certificate(s) to:
Name(s) _____________________________ (Please Print)
Address(es) _________________________
(Include Zip Code)
(Tax Identification or Social Security Number(s))
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if any certificate for Shares not purchased, and/or a
check for the purchase price of Shares accepted for payment and issued in the
name of the registered owner(s), is to be sent to someone other than the
registered owner(s) or to the registered owner(s) at an address other than that
shown above.
Mail: / / Check to:
/ / Certificate(s) to:
Name(s) _____________________________ (Please Print)
Address(es) _________________________ (Include Zip Code)
(Tax Identification or Social Security Number(s))
SHAREHOLDER(S) SIGN HERE
(See Instructions 1 and 5)
(Please See Substitute Form W-9)
(Please Print Except for Signature)
Must be signed by registered owner(s) exactly as Shares are registered. If
signature is by an attorney-in-fact, executor, administrator, trustee, guardian,
officer of a corporation or another acting in a fiduciary or representative
capacity, please set forth the full title. See Instruction 5. Signature
guarantees are required in certain circumstances. See Instruction 1. By signing
this Letter of Transmittal, you represent that you have read the entire Letter
of Transmittal.
(Signature(s) Exactly as Shares Are Registered)
Dated _______________________, 200_
Name(s) ________________________________________________________________________
(Please Print Name(s) of Owner(s) Exactly as Shares Are Registered)
(Tax Identification or Social Security Number(s))
Daytime Telephone Number, including Area Code __________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
(Please Print Except for Signature)
Authorized Signature ___________________________________________________________
Name ___________________________________________________________________________
Title __________________________________________________________________________
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
(Include Zip Code)
Telephone Number, including Area Code __________________________________________
Dated ______________________, 200_
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures.
No signature guarantee is required on this Letter of Transmittal if (a)
this Letter of Transmittal is signed by the registered holder(s) of Shares
tendered hereby (including, for purposes of this document, any participant in
the book-entry transfer facility of The Depository Trust Company ("DTC") whose
name appears on DTC's security position listing as the owner of Shares), unless
such holder(s) has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" included in
this Letter of Transmittal, or (b) the Shares are tendered for the account of a
firm (an "Eligible Institution") which is a broker, dealer, commercial bank,
credit union, savings association or other entity which is a member in good
standing of a stock transfer association's approved medallion program (such as
STAMP, SEMP or MSP). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates.
This Letter of Transmittal is to be used (a) if Shares are to be forwarded
herewith, (b) if uncertificated Shares held by the Fund's transfer agent
pursuant to the Fund's Dividend Reinvestment Plan are to be tendered, or (c) if
tenders are to be made by book-entry transfer to the account maintained by the
Depositary pursuant to the procedure set forth in Section 4 of the Offer to
Purchase.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS
LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH ANY BOOK-ENTRY TRANSFER FACILITY IS AT THE OPTION AND SOLE RISK OF THE
TENDERING SHAREHOLDER. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY. Delivery will be deemed made only when actually received by the
Depositary. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. Shareholders have the
responsibility to cause their Shares (in proper certificated or uncertificated
form), this Letter of Transmittal properly completed and bearing original
signature(s) and the original of any required signature guarantee(s) and any
other documents required by this Letter of Transmittal to be timely delivered in
accordance with the Offer.
The Fund will not accept any alternative, conditional or contingent
tenders. All tendering Shareholders, brokers, dealers, commercial banks, trust
companies and other nominees, by execution of this Letter of Transmittal, waive
any right to receive any notice of the acceptance of their tender.
3. Inadequate Space.
If the space provided in any of the boxes to be completed is inadequate,
the necessary information should be listed on a separate schedule signed by all
of the required signatories and attached hereto.
4. Tender of All Shares Held by the Stockholder.
A Shareholder wishing to accept the Offer must tender, or cause the tender
of, at least 20% of the Shares owned by the Shareholder and the Shares
attributed to the Shareholder for federal income tax purposes under Section 318
of the Internal Revenue Code of 1986, as amended, as of the date of purchase of
Shares pursuant to the Offer. Shareholders should consult their tax advisors as
to the application of the constructive ownership rules of Section 318. If more
than 575,250 Shares are duly tendered prior to the expiration of the Offer (and
not timely withdrawn), the Fund will purchase Shares from tendering Shareholders
in accordance with the terms and subject to the conditions specified in the
Offer to Purchase, on a pro rata basis in accordance with the number of Shares
duly tendered by each Shareholder during the period the Offer is open (and not
timely withdrawn), unless the Fund determines not to purchase any Shares.
Certificates representing Shares tendered but not purchased will be returned
promptly following the termination, expiration or withdrawal of the Offer,
without further expense to the tendering Shareholder. However, the Fund will
accept all Shares tendered by any Shareholder who owns, beneficially or of
record, an aggregate of not more than 99 Shares and who tenders all such Shares
by means of the Letter of Transmittal tendered by or on behalf of that
Shareholder.
5. Signatures on Letter of Transmittal, Authorizations and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) for the Shares tendered without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names (including
Shares attributed to the tendering Shareholder for Federal income tax purposes
under Section 318 of the Code) on several certificates, it is necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations.
If this Letter of Transmittal or any certificate for Shares tendered or
stock powers relating to Shares tendered are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and proper evidence satisfactory to the Fund of their
authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares transmitted hereby, no endorsements of certificates or separate stock
powers are required unless payment is to be made to, or certificates for Shares
not purchased are to be issued in the name of, a person other than the
registered holder(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed thereon, the certificate(s)
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s) for the Shares involved. Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
6. Transfer Taxes.
The Fund will pay any transfer taxes payable on the transfer to it of
Shares purchased pursuant to the Offer, provided, however, that if (a) payment
of the Purchase Price is to be made to, or (in the circumstances permitted by
the Offer) unpurchased Shares are to be registered in the name(s) of, any
person(s) other than the registered owner(s), or (b) if any tendered
certificate(s) are registered, or the Shares tendered are otherwise held, in the
name(s) of any person(s) other than the registered owner, the amount of any
transfer taxes (whether imposed on the registered owner(s) or such other
person(s)) payable on account of the transfer to such person(s) will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted herewith.
7. Special Payment and Delivery Instructions.
If certificate(s) for unpurchased Shares and/or check(s) are to be issued
in the name of a person other than the registered owner(s) or if such
certificate(s) and/or check(s) are to be sent to someone other than the
registered owner(s) or to the registered owner(s) at a different address, the
captioned boxes "Special Payment Instructions" and/or "Special Delivery
Instructions" in this Letter of Transmittal must be completed.
8. Determinations of Validity.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tenders will be determined by the Fund, in its sole
discretion, which determination shall be final and binding. The Fund reserves
the absolute right to reject any or all tenders determined not to be in
appropriate form or to refuse to accept for payment, purchase or pay for, any
Shares if, in the opinion of the Fund's counsel, accepting, purchasing or paying
for such Shares would be unlawful. The Fund also reserves the absolute right to
waive any of the conditions of the Offer or any defect in any tender, whether
generally or with respect to any particular Share(s) or Shareholder(s). The
Fund's interpretations of the terms and conditions of the Offer (including these
instructions) shall be final and binding.
NEITHER THE FUND, ITS BOARD OF TRUSTEES, THE ADVISOR, THE DEPOSITARY NOR
ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR
IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR
FAILURE TO GIVE ANY SUCH NOTICE.
9. Questions and Requests for Assistance and Additional Copies.
Questions and requests for assistance may be directed to the Depositary at
the mailing address provided above or by telephoning (888) 396-7866. Requests
for additional copies of the Offer to Purchase and this Letter of Transmittal
may be directed to EquiServe Trust Company, N.A., the Distribution Agent, by
telephoning (732) 417-2653. Shareholders who do not own Shares directly may also
obtain such information and copies from their broker, dealer, commercial bank,
trust company or other nominee. Shareholders who do not own Shares directly are
required to tender their Shares through their broker, dealer, commercial bank,
trust company or other nominee and should NOT submit this Letter of Transmittal
to the Depositary.
10. Restriction on Short Sales.
Section 14(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14e-4 promulgated thereunder, make it unlawful for any
person, acting alone or in concert with others, to tender Shares in a partial
tender offer for such person's own account unless at the time of tender, and at
the time the Shares are accepted for payment, the person tendering has a "net
long position" equal to or greater than the amount tendered in (a) Shares, and
will deliver or cause to be delivered such Shares for the purpose of tender to
the person making the Offer within the period specified in the Offer, or (b) an
equivalent security and, upon acceptance of his or her tender, will acquire
Shares by conversion, exchange, or exercise of such equivalent security to the
extent required by the terms of the Offer, and will deliver or cause to be
delivered the Shares so acquired for the purpose of tender to the Fund prior to
or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person.
The acceptance of Shares by the Fund for payment will constitute a binding
agreement between the tendering Shareholder and the Fund upon the terms and
subject to the conditions of the Offer, including the tendering Shareholder's
representation that the Shareholder has a "net long position" in the Shares
being tendered within the meaning of Rule 14e-4 and that the tender of such
Shares complies with Rule 14e-4.
11. Backup Withholding Tax.
Under the U.S. federal income tax laws, the Depositary may be required to
withhold 28% of the amount of any payment made to certain holders pursuant to
the Offer. In order to avoid such backup withholding tax, each tendering U.S.
Shareholder who has not already submitted a correct, completed and signed Form
W-9 or Substitute Form W-9 to the Fund should provide the Depositary with the
Shareholder's correct taxpayer identification number ("TIN") by completing a
Substitute Form W-9, a copy of which is included in this Letter of Transmittal.
In general, if a U.S. Shareholder is an individual, the TIN is the individual's
Social Security number. If the Depositary is not provided with the correct TIN,
the U.S. Shareholder may be subject to a penalty imposed by the Internal Revenue
Service. Certain U.S. Shareholders (including, among others, all U.S.
corporations) are not subject to these backup withholding and reporting
requirements, but should nonetheless complete a Substitute Form W-9 to avoid the
possible erroneous imposition of a backup withholding tax.
In order for a non-U.S. Shareholder to avoid the 28% backup withholding
tax, the non-U.S. Shareholder must submit a statement to the Depositary signed
under penalties of perjury attesting as to its non-U.S. status. A copy of Form
W-8BEN and Form W-8IMY and instructions for completing those forms are enclosed
for such Shareholders.
Backup withholding tax is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding tax will
be reduced by the amount of tax withheld. If backup withholding results in an
overpayment of taxes, the Shareholder may claim a refund from the Internal
Revenue Service. All Shareholders are urged to consult their own tax advisors as
to the specific tax consequences to them of the Offer. The tax information set
forth above is included for general information only and may not be applicable
to the situations of certain taxpayers.
* * * * * *
IMPORTANT: THIS LETTER OF TRANSMITTAL PROPERLY COMPLETED AND BEARING
ORIGINAL SIGNATURE(S) AND THE ORIGINAL OF ANY REQUIRED SIGNATURE GUARANTEE(S),
SHARES (IN PROPER CERTIFICATED OR UNCERTIFICATED FORM) AND OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR A PROPERLY COMPLETED AND DULY
EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR
TO THE EXPIRATION OF THE OFFER.