Convertible Loan Notes. The Convertible Loan Notes will be issued in the aggregate principal amount of HK$1,180 million, will not bear interest and will be convertible into Shares at an initial conversion price of HK$19.93 per Share, subject to customary adjustments. The conversion price has been calculated as the average closing price of a Share for the 5 (five) trading days up to and including the Last Trading Date. The Convertible Loan Notes are not transferable and are not permitted to be converted into Shares prior to the date of grant by the Macau Government to Melco Hotels of the long term lease in respect of the Land, for the construction and development of an integrated entertainment resort. Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares falling to be issued on conversion of the Convertible Loan Notes. The exercise in full of the Convertible Loan Notes would result in the issue of an aggregate of 59,207,225 new Shares, representing approximately 12.06% of the issued share capital of Melco on the date of this announcement and 10.76% of the enlarged issued share capital on that date, assuming full conversion of the Convertible Loan Notes. If a legally binding tong term lease in respect of the Land for the construction and development of an integrated entertainment resort is not formally granted to Melco Hotels by 31st December 2006, then Great Respect is required to transfer the Convertible Loan Notes back to Melco, for cancellation, and Melco is required to pay the proceeds received by it from Great Respect on subscription of the Convertible Loan Notes to Melco Entertainment, by way of refund of the purchase price for the acquisition of Great Respect’s interest in the Joint Venture. Completion of the First Agreement and the Second Agreement are subject to the respective conditions precedent specified in this announcement. Completion of the Second Agreement is not conditional upon completion of the First Agreement; however, it is anticipated that (subject to the necessary shareholders approvals having been obtained and other relevant conditions precedent having been fulfilled), the Agreements will be completed at substantially the same time. Implications under the Listing Rules The First Agreement constitutes a very substantial acquisition for Melco under Chapter 14 of the Listing Rules, on the basis that the total assets which are the subject of the transaction (calculated as Great Respect’...
Convertible Loan Notes. 11.1 The issue of the Convertible Loan Notes is not, and will not be, subject to pre-emptive or other similar rights and, subject to the passing of the Resolutions at the General Meeting, the issue of the Conversion Shares will not be subject to pre-emptive or other similar rights. There are no restrictions on the subsequent transfer of the Conversion Shares and such Conversion Shares rank pari passu in all respects with and, following AQSE Admission of such Conversion Shares, will be identical to each other and all other Ordinary Shares
Convertible Loan Notes the £1,250,000 secured convertible loan notes 2020 constituted by an instrument entered into by the Company on 17 July 2020 together with £250,000 unsecured convertible loan notes 2021 constituted by an instrument entered into by the Company on 26 April 2021. CTA 2010: the Corporation Tax Act 2010.
Convertible Loan Notes. 30 10.7. AROC Delaware Capitalization............................ 30 10.8. Indemnification......................................... 30
Convertible Loan Notes. On or prior to the Mailing Date, AROC ---------------------- Delaware shall enter into agreements with the holders of the Alliance Convertible Loan Notes, on terms satisfactory to Alliance, providing that after the Offer becomes unconditional, the then outstanding Alliance Convertible Loan Notes shall be exchanged for notes convertible into one AROC Delaware Share in lieu of each Alliance Ordinary Share that they currently represent the right to receive, on terms substantially similar to the terms of the Alliance Convertible Loan Notes.
Convertible Loan Notes. (A) The obligations of the Issuer under the Convertible Loan Note Instrument and the Convertible Loan Notes shall at all times constitute direct, unconditional, unsecured, unsubordinated and general obligations of, and shall rank at least pari passu with, all other present and future outstanding unsecured obligations, issued, created or assumed by the Issuer.
