(continued from cover)
Instrument 44-102 — Shelf Distributions (“NI 44-102”), including sales made directly on the TSX, Nasdaq or other existing trading markets for the Securities), prices related to such prevailing market prices or prices to be negotiated with purchasers, which prices may vary as between purchasers and during the period of distribution of the Securities. See “Plan of Distribution”. Each Prospectus Supplement will identify the person offering Securities (the Company and/or, in the case of Common Shares, the Selling Securityholders) and each underwriter, dealer or agent engaged in connection with the offering and sale of those Securities to which the Prospectus Supplement relates, and will also set forth the method of distribution and the terms of the offering of such Securities including the net proceeds to the Company or, in the case of Common Shares, to the Company and/or the Selling Securityholders, as the case may be, and, to the extent applicable, any fees, discounts or other compensation payable to the underwriters, dealers or agents. Unless otherwise specified in a Prospectus Supplement, any offering of the Securities is subject to having certain legal matters passed upon by Blake, Cassels & Graydon LLP and Morgan, Lewis & Bockius LLP on behalf of the Company and/or the Selling Securityholders.
In connection with any offering of the Securities (unless otherwise specified in a Prospectus Supplement and other than an offering by way of sales deemed to be an “at-the-market distribution”), the underwriters, dealers or agents may, subject to any applicable securities legislation, over-allocate or effect transactions which stabilize, maintain or otherwise affect the market price of the offered Securities at a level above that which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. See “Plan of Distribution”.
The Descartes Systems Group Inc.’s head office and registered office is located at 120 Randall Drive, Waterloo, Ontario, N2V 1C6 and our general corporate phone number is (519) 746-8110.
We are permitted, as a Canadian issuer, under the multi-jurisdictional disclosure system adopted by the United States (“U.S.”), to prepare this Prospectus in accordance with Canadian disclosure requirements. You should be aware that such requirements are different from those of the U.S.
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). Accordingly, the presentation of consolidated financial statements may vary in a material way from consolidated financial statements prepared in accordance with International Financial Reporting Standards.
You should be aware that the acquisition of the Securities described herein may have tax consequences both in the U.S. and in Canada. Such tax consequences for investors who are residents in, or citizens of, the U.S. may not be described fully herein or in any applicable Prospectus Supplement. You should read the tax discussion in any applicable Prospectus Supplement; however, this Prospectus or any applicable Prospectus Supplement may not fully describe these tax consequences, and you should consult your tax adviser prior to making any investment in the Securities.
Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of Canada, that some or all of our officers and directors may be residents of Canada, that some or all of the experts named in this Prospectus may be residents of Canada and that all or a substantial portion of our assets and the assets of such persons are located outside the U.S.
Messrs. Dennis Maple, Chris Muntwyler and John J. Walker, three of the Company’s directors, as well as Mr. Edward J. Ryan, the Chief Executive Officer and a director of the Company, reside outside of Canada and each has appointed The Descartes Systems Group Inc., 120 Randall Drive, Waterloo, Ontario, N2V 1C6, as agent for service of process. Purchasers of any Securities are advised that it may not be possible to enforce judgments obtained in Canada against any person that resides outside of Canada, even if such person has appointed an agent for service of process. See “Service of Process and Enforceability of Civil Liabilities”.
No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.
Except as noted, all dollar amounts are expressed in U.S. Dollars. All references to “US$” are to U.S. Dollars and all references to “C$” are to Canadian Dollars.