3 unchanged sentences
Prior to that date, there was no public trading market for ADSs or our ordinary shares.
−Removed: As of January 31, 2023, there were 35 holders of record of our ordinary shares and 198 partic ipants in DTC that held our ADSs.
+Added: As of January 31, 2024, there were 36 holders of record of our ordinary shares and 125 participants in DTC that held our ADSs.
The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by brokers and other nominees.
1 unchanged sentence
ADS Performance Graph
−Removed: The following graph matches our cumulative five-year total shareholder return on our ADSs with the cumulative total returns of the Russell 2000 Index and the Nasdaq Internet Index.
+Added: The following graph matches ou r cumulative five-year total shareholder return on our ADSs with the cumulative total returns of the Russell 2000 Index and the Nasdaq Internet Index.
The graph tracks the performance of a $100 investment in our ADSs and in each index (with the reinvestment of all dividends) from December 31, 2018 to December 31, 2023.
8 unchanged sentences
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: We spent $136 millio n on ADS repurchases in 2022, and we extended our previously authorized share repurchase program of up to $280 million of outstanding ADS to an increased amount of up to $480 million in December 2022.
+Added: We spent $125 million on ADS repurchases in 2023, and we extended our previously authorized share repurchase program of up to $480 million of outstanding ADS to an increased amount of up to $630 million in February 2024.
+Added: The following table provides certain information with respect to our purchases of our ADSs during the fourth fiscal quarter of 2023:
+Added: Period Total Number of Shares Purchased (1)
+Added: Average Price Paid per Share (2)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
+Added: Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
+Added: October 1 to 31, 2023 88,865 $ 28.86 88,865 $ 144,170,852
+Added: November 1 to 30, 2023 318,322 $ 24.16 318,322 136,427,582
+Added: December 1 to 31, 2023 474,546 $ 24.91 474,546 124,601,156
+Added: Total 881,733 881,733 —
+Added: (1) In October 2021, the board of directors approved an extension of the long-term share repurchase program of up to $175 million of the Company's outstanding American Depositary Shares, and in February 2024, the board of directors further extended this long-term share repurchase program to a total of $630 million.
+Added: (2) Average price paid per share excludes any broker commissions paid.
Recent Sales of Unregistered Securities and Use of Proceeds
−Removed: On August 1, 2022, we issued $70.2 million in ADS to the selling shareholders in the Iponweb acquisition pursuant to Rule 506 of Regulation D.
+Added: There were no unregistered sales of equity securities during 2023.
Exchange Controls & Ownership by Non-French Residents
187 unchanged sentences
We do not currently expect to make distributions on our ADSs or ordinary shares.
−Removed: If we are not and have not been a PFIC (as discussed below in the section entitled “—Passive Foreign Investment Company, or PFIC, Rules”), in the event that we do make distributions of cash or other property, the following rules would apply.
+Added: If we are not and have not been a PFIC (as discussed below in the section entitled “PFIC Rules”), in the event that we do make distributions of cash or other property, the following rules would apply.
The gross amount of any distributions paid on ADSs or ordinary shares, other than certain pro rata distributions of ADSs or ordinary shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S.
16 unchanged sentences
If we are eligible for benefits under the Treaty, dividends we pay on our ADSs or ordinary shares, regardless of whether such ADSs or shares are considered readily tradable on an established securities market in the U.S., would be eligible for the reduced rates of taxation described in the preceding paragraph, provided the other conditions described above are satisfied.
−Removed: Further, as discussed below under “—Passive Foreign Investment Company, or PFIC, Rules”, although there can be no assurance that we will or will not be considered a PFIC for any taxable year, we believe we were not a PFIC for our 2022 taxable year and we do not anticipate that we will be a PFIC in the current and future taxable years.
+Added: Further, as discussed below under “PFIC Rules”, although there can be no assurance that we will or will not be considered a PFIC for any taxable year, we believe we were not a PFIC for our 2022 taxable year and we do not anticipate that we will be a PFIC in the current and future taxable years.
Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances.
13 unchanged sentences
Sale or Other Disposition of ADSs or Ordinary Shares
−Removed: Subject to the discussion below under “—Passive Foreign Investment Company, or PFIC, Rules”, gain or loss realized on the sale or other disposition of ADSs or ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S.
+Added: Subject to the discussion below under “PFIC Rules”, gain or loss realized on the sale or other disposition of ADSs or ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S.
Holder held the ADSs or ordinary shares for more than one year.
6 unchanged sentences
foreign tax credit purposes, which will generally limit the availability of foreign tax credits.
−Removed: Passive Foreign Investment Company, or PFIC, Rules
Under the Code, we will be a PFIC for any taxable year in which either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income.” For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation.
58 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.