When DPC insiders can sell

See "Shares Eligible for Future Sale." Substantially all of these shares are also subject to lock-up agreements restricting their sale for 180 days after the date of this prospectus, as more fully described in "Underwriting." Jefferies LLC and Morgan Stanley & Co. LLC may, in their sole discretion, permit our officers, directors, employees and current shareholders who are subject to the 180-day contractual lock-up to sell shares prior to the expiration of the lock-up agreements. Upon the expiration of the lock-up agreements described above, all of such ordinary shares subject to the lock-up agreements will be eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144 under the Securities Act.

…securities or rights ultimately exchangeable or exercisable for or convertible into ordinary shares; or facilitating the establishment of a trading plan on behalf of our shareholder, officer or director pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of ordinary shares, 154 TABLE OF CONTENTS provided that (i) such plan does not provide for the transfer of ordinary shares during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of ordinary shares may be made under such plan during the restricted period.

…le are immaterial and the cost of distributing such proceeds to individual shareholders would be disproportionate, our directors have determined that the proceeds will instead be donated to an internationally recognized charitable organization. All references to share and per share amounts in this prospectus have been retroactively adjusted to reflect the Reverse Share Split for all periods presented. Our principal executive offices are located at Donington Court, 2nd Floor, Pegasus Business Park, Herald Way, Derby, DE742UZ, United Kingdom and our registered office is located at 47 Esplanade, St. Helier, JE1 0BD, Jersey. Our telephone number is +44 (0)115 663 0139.

…ction in which: we have been or are to be a participant; the amount involved exceeded or exceeds $120,000; and any of our directors, executive officers or holders of more than 5% of our outstanding share capital, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. Transactions with Entities Affiliated with J F Lehman Entities affiliated with J.F. Lehman & Company, LLC currently hold more than 5% of our outstanding ordinary shares. C. Alexander Harman, a member of our board of directors, is a Managing Partner at J.F. Lehman & Company, LLC, or JFLCO, an alternative asset manager, and is a member of JFLCO's Management Committee and Private Equity and Credit Investment Committees.

At our request, the underwriters have reserved up to 2,301,907 or approximately 8% of the shares offered by this prospectus, for sale at the initial public offering price through a directed share program to certain of our non-employee directors, management, employees, friends and family. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Morgan Stanley & Co. LLC will administer our directed share program. See "Underwriting — Directed Share Program" for additional information. We have gr…