Decisions by Bondholders. (a) A request by the Trustee for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the Trustee) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure. (b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the Trustee. The person requesting the decision may suggest the form for decision making, but if it is in the Trustee’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting. (c) The Trustee may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws. (d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be. (e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication. (f) Only a person who is, or who has been provided with a power of attorney pursuant to Clause 7 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder: (i) on the Business Day specified in the notice pursuant to Clause 19(c) of the Bondholders’ Meeting, or (ii) on the Business Day specified in the communication pursuant to Clause 20(b), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be. (g) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b): (i) a change to the terms of any of Clauses 2(a), 2(g) and 5(b); (ii) a change to the terms for the distribution of proceeds set out in Clause 16 (Distribution of Proceeds); (iii) a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 18; (iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions); (v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents; (vi) a change of Issuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds; (vii) a mandatory exchange of the Bonds for other securities; and (viii) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions. (h) Any matter not covered by Clause 18(g) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i) or (21(a)(ii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction Security. (i) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount: (i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or (ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists. (j) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a)) or initiate a second Written Procedure (in accordance with Clause 20(a)), as the case may be, provided that the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawn. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i) shall not apply to such second Bondholders’ Meeting or Written Procedure. (k) Any decision which extends or increases the obligations of the Issuer or the Trustee, or limits, reduces or extinguishes the rights or benefits of the Issuer or the Trustee, under the Finance Documents shall be subject to the Issuer’s or the Trustee’s consent, as applicable. (l) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only. (m) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be. (n) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders. (o) All reasonable costs and expenses incurred by the Issuer or the Trustee for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Trustee, shall be paid by the Issuer. (p) If a decision is to be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee provide the Trustee with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining whether a Bond is owned by a Group Company or Affiliates. (q) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, and be published on the websites of the Issuer and the Trustee, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the Trustee, as applicable.
Appears in 3 contracts
Samples: Amendment and Restatement Agreement, Amendment and Restatement Agreement, Amendment and Restatement Agreement
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person Person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person Person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person Person in addition to the Bondholders and such person Person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person Person who is, or who has been provided with a power of attorney or other authorisation pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person Person who is, registered as a Bondholder:
(i) on the Business Day specified in Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ Meeting, in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b18(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) the issue of any Subsequent Bonds, if the total nominal amount of the Bonds exceeds, or if such issue would cause the total nominal amount of the Bonds to at any time exceed, EUR 315,000,000 (for the avoidance of doubt, for which consent shall be required at each occasion such Subsequent Bonds are issued);
(ii) a change to the terms of any of Clauses Clause 2(a), 2(gand Clauses 2(f) and 5(bto 2(h);
(iiiii) a reduction of the premium payable upon the redemption or repurchase of any Bond pursuant to Clause 9 (Redemption and Repurchase of the Bonds);
(iv) a change to the Interest Rate or the Nominal Amount (other than as a result of an application of Clause 9.4 (Voluntary partial redemption);
(v) waive a breach of or amend an undertaking set out in Clause 13 (General Undertakings);
(vi) a change to the terms for the distribution of proceeds set out in Clause 16 15 (Distribution of Proceeds);
(iiivii) a change to the terms dealing with the requirements for Bondholders' ’ consent set out in this Clause 1816;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(viviii) a change of Issuerissuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(viiix) a release of the Transaction Security or the Guarantees, except in accordance with the terms of the Security Documents and/or the Guarantee and Adherence Agreement (as applicable);
(x) a mandatory exchange of the Bonds for other securities; and
(viiixi) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 14 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(hf) Any matter not covered by Clause 18(g16(e) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i19(a)(i) or (21(a)(ii)19(a)(ii)), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, Bonds or the enforcement of any Transaction SecuritySecurity or Guarantees.
(ig) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee Agent or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a17(a)) or initiate a second Written Procedure (in accordance with Clause 20(a18(a)), as the case may be, provided that the person(srelevant proposal has not been withdrawn by the Person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawnconsent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i16(g) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the TrusteeAgent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the TrusteeAgent, under the Finance Documents shall be subject to the Issuer’s or the TrusteeAgent’s consent, as applicableappropriate.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee Agent for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the TrusteeAgent, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee Agent provide the Trustee Agent with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or (to the knowledge of the Issuer) Affiliates, irrespective of whether such person Person is directly registered as owner of such Bonds. The Trustee Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or Affiliatesan Affiliate.
(qo) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer Group and the TrusteeAgent, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the TrusteeAgent, as applicable.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement, Terms and Conditions
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person Person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person Person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person Person in addition to the Bondholders and such person Person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person Person who is, or who has been provided with a power of attorney or other authorisation pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person Person who is, registered as a Bondholder:
(i) on the Business Day specified in Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ Meeting, in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b18(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) the issue of any Subsequent Bonds, if the total nominal amount of the Bonds exceeds, or if such issue would cause the total nominal amount of the Bonds to at any time exceed, EUR 315,000,000 (for the avoidance of doubt, for which consent shall be required at each occasion such Subsequent Bonds are issued);
(ii) a change to the terms of any of Clauses Clause 2(a), 2(gand Clauses 2(f) and 5(bto 2(h);
(iiiii) a reduction of the premium payable upon the redemption or repurchase of any Bond pursuant to Clause 9 (Redemption and Repurchase of the Bonds);
(iv) a change to the Interest Rate or the Nominal Amount (other than as a result of an application of Clause 9.4 (Voluntary partial redemption);
(v) waive a breach of or amend an undertaking set out in Clause 13 (General Undertakings);
(vi) a change to the terms for the distribution of proceeds set out in Clause 16 15 (Distribution of Proceeds);
(iiivii) a change to the terms dealing with the requirements for Bondholders' ’ consent set out in this Clause 1816;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(viviii) a change of Issuerissuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(viiix) a release of the Transaction Security or the Guarantees, except in accordance with the terms of the Security Documents and/or the Guarantee and Adherence Agreement (as applicable);
(x) a mandatory exchange of the Bonds for other securities; and
(viiixi) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 14 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(h) Any matter not covered by Clause 18(g) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i) or (21(a)(ii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction Security.
(i) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(j) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a)) or initiate a second Written Procedure (in accordance with Clause 20(a)), as the case may be, provided that the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawn. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(k) Any decision which extends or increases the obligations of the Issuer or the Trustee, or limits, reduces or extinguishes the rights or benefits of the Issuer or the Trustee, under the Finance Documents shall be subject to the Issuer’s or the Trustee’s consent, as applicable.
(l) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(m) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(n) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(o) All reasonable costs and expenses incurred by the Issuer or the Trustee for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Trustee, shall be paid by the Issuer.
(p) If a decision is to be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee provide the Trustee with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining whether a Bond is owned by a Group Company or Affiliates.
(q) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, and be published on the websites of the Issuer and the Trustee, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the Trustee, as applicable.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement, Amendment and Restatement Agreement
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person who is, or who has been provided with a power of attorney pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder:
(i) on the Business Day specified in Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ Meeting, in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b18(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) waive a change to the terms breach of any of Clauses 2(a), 2(g) and 5(bor amend an undertaking set out in Clause 13 (General Undertakings);
(ii) a change to the terms for the distribution of proceeds set out in Clause 16 (Distribution of Proceeds);
(iii) a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 18;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guaranteesthe Guarantee, except in accordance with the terms of the Security DocumentsDocuments or the Guarantee and Adherence Agreement;
(viiii) a change of reduce the principal amount, interest rate or interest amount which shall be paid by the Issuer, an extension of the tenor of the Bonds or ;
(iv) amend any delay of the due date payment day for payment of any principal or interest on the Bonds;amount or waive any breach of a payment undertaking, or
(viiv) a mandatory exchange of amend the Bonds for other securities; and
(viii) early redemption of provisions regarding the Bonds, other than upon an acceleration of majority requirements under the Bonds pursuant to Clause 15 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(hf) Any matter not covered by Clause 18(g16(e) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i19(a)(i) or (21(a)(ii)19(a)(ii)), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction Security.
(ig) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g16(e), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee Agent or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a17(a)) or initiate a second Written Procedure (in accordance with Clause 20(a18(a)), as the case may be, provided that the relevant proposal has not been withdrawn by the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawnconsent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i16(g) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the TrusteeAgent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the TrusteeAgent, under the Finance Documents shall be subject to the Issuer’s or the TrusteeAgent’s consent, as applicableappropriate.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting Meeeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee Agent for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the TrusteeAgent, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee Agent provide the Trustee Agent with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or (to the knowledge of the Issuer) Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or Affiliatesan Affiliate.
(qo) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer and the TrusteeAgent, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the TrusteeAgent, as applicable.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Decisions by Bondholders. (a) A request by the Trustee for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the Trustee) be dealt with at a Bondholders’ ' Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee and dealt with at a Bondholders’ ' Meeting or by way a Written Procedure, as determined by the Trustee. The person Person requesting the decision may suggest the form for decision making, but if it is in the Trustee’s 's opinion more appropriate that a matter is dealt with at a Bondholders’ ' Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ ' Meeting.
(c) The Trustee may refrain from convening a Bondholders’ ' Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person Person who is, or who has been provided with a power of attorney pursuant to Clause 7 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder:
(i) at the Record Date prior on the CSD Business Day specified in the notice pursuant to Clause 19(c) of the Bondholders’ ' Meeting, in respect of a Bondholders' Meeting, or
(ii) at the Record Date on the CSD Business Day specified in the communication pursuant to Clause 20(b19(c) (Written Procedure), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ ' Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) 66.66 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ ' Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b19(c) (Written Procedure):
(i) waive of a change to the terms of breach of, or an amendment of, any of Clauses 2(a), 2(g) and 5(bundertaking set out in Clause 13 (General Undertakings);
(ii) a change release of Security provided under the Transaction Security Documents (other than releases expressly permitted pursuant to the terms for the distribution of proceeds set out in Clause 16 (Distribution of Proceedsthese Terms and Conditions);
(iii) a reduce of the principal amount, the Interest Rate or the interest amount which shall be paid by the Issuer;
(iv) an amendment of any payment day for principal or a Interest Payment Date or waive any breach of a payment undertaking; or
(v) a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 18;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(vi) a change of Issuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(vii) a mandatory exchange of the Bonds for other securities; and
(viii) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions17.
(hf) Any matter not covered by Clause 18(g17(e) shall require the consent of Bondholders representing more than 50 fifty (50) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ ' Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b19(c) (Written Procedure). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i) or (21(a)(ii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction Security.
(ig) Quorum at a Bondholders’ ' Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ ' Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ ' Meeting or in respect of a Written Procedure, the Trustee or the Issuer shall convene a second Bondholders’ ' Meeting (in accordance with Clause 19(a18(a)) (Bondholders' Meeting) or initiate a second Written Procedure (in accordance with Clause 20(a19(a)) (Written Procedure), as the case may be, provided that the relevant proposal has not been withdrawn by the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawn' consent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i17(g) shall not apply to such second Bondholders’ ' Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the Trustee, or limits, reduces or extinguishes the rights or benefits of the Issuer or the Trustee, under the Finance Documents shall be subject to the Issuer’s 's or the Trustee’s 's consent, as applicable.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ ' Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ ' Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ ' Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee for the purpose of convening a Bondholders’ ' Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Trustee, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee provide the Trustee with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or its Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or AffiliatesCompany.
(qo) Information about decisions taken at a Bondholders’ ' Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer and the Trustee, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ ' Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the Trustee, as applicable.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person Person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person Person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person Person in addition to the Bondholders and such person Person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person Person who is, or who has been provided with a power of attorney or other authorisation pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person Person who is, registered as a Bondholder:
(i) on the Business Day specified in Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ Meeting, in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b18(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) the issue of any Subsequent Bonds, if the total nominal amount of the Bonds exceeds, or if such issue would cause the total nominal amount of the Bonds to at any time exceed, EUR 100,000,000 (for the avoidance of doubt, for which consent shall be required at each occasion such Subsequent Bonds are issued);
(ii) a change to the terms of any of Clauses Clause 2(a), 2(gand Clauses 2(f) and 5(bto 2(h);
(iiiii) reduction of the premium payable upon the redemption or repurchase of any Bond pursuant to Clause 9 (Redemption and Repurchase of the Bonds);
(iv) a change to the Interest Rate or the Nominal Amount;
(v) waive a breach of or amend an undertaking set out in Clause 13 (General Undertakings);
(vi) a change to the terms for the distribution of proceeds set out in Clause 16 15 (Distribution of Proceeds);
(iiivii) a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 1816;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(viviii) a change of Issuerissuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(viiix) a release of the Transaction Security or the Guarantees, except in accordance with the terms of the Security Documents and/or the Guarantee and Adherence Agreement (as applicable);
(x) a mandatory exchange of the Bonds for other securities; and
(viiixi) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 14 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(h) Any matter not covered by Clause 18(g) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i) or (21(a)(ii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction Security.
(i) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(j) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a)) or initiate a second Written Procedure (in accordance with Clause 20(a)), as the case may be, provided that the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawn. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(k) Any decision which extends or increases the obligations of the Issuer or the Trustee, or limits, reduces or extinguishes the rights or benefits of the Issuer or the Trustee, under the Finance Documents shall be subject to the Issuer’s or the Trustee’s consent, as applicable.
(l) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(m) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(n) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(o) All reasonable costs and expenses incurred by the Issuer or the Trustee for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Trustee, shall be paid by the Issuer.
(p) If a decision is to be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee provide the Trustee with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining whether a Bond is owned by a Group Company or Affiliates.
(q) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, and be published on the websites of the Issuer and the Trustee, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the Trustee, as applicable.
Appears in 1 contract
Decisions by Bondholders. (a) A request by the Trustee for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the Trustee) be dealt with at a Bondholders’ ' Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee and dealt with at a Bondholders’ ' Meeting or by way a Written Procedure, as determined by the Trustee. The person requesting the decision may suggest the form for decision making, but if it is in the Trustee’s 's opinion more appropriate that a matter is dealt with at a Bondholders’ ' Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ ' Meeting.
(c) The Trustee may refrain from convening a Bondholders’ ' Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person who is, or who has been provided with a power of attorney pursuant to Clause 7 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder:
(i) on the Business Day specified in Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ ' Meeting, in respect of a Bondholders' Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b19(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ ' Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ ' Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b19(c):
(i) a change the issue of Subsequent Bonds, if such issue would cause the Total Nominal Amount to the terms of any of Clauses 2(a), 2(g) and 5(b)exceed SEK 300,000,000;
(ii) waive a change to the terms for the distribution of proceeds breach of, or amendment of, any undertaking set out in Clause 16 13 (Distribution of ProceedsGeneral Undertakings);
(iii) release the security provided under the Security Documents;
(iv) reduce the principal amount, interest rate or interest amount which shall be paid by the Issuer;
(v) amend any payment day for principal or interest amount or waive any breach of a payment undertaking; and
(vi) a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 18;
17 (iv) a change to the definition "Interest Rate" set out in Clause 1.1 (DefinitionsDecisions by Bondholders);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(vi) a change of Issuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(vii) a mandatory exchange of the Bonds for other securities; and
(viii) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(hf) Any matter not covered by Clause 18(g17(e) shall require the consent of Bondholders representing more than 50 fifty (50) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ ' Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b19(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i) or (21(a)(ii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction Security.
(ig) Quorum at a Bondholders’ ' Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ ' Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting ' meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ ' Meeting or in respect of a Written Procedure, the Trustee or the Issuer shall convene a second Bondholders’ ' Meeting (in accordance with Clause 19(a18(a)) or initiate a second Written Procedure (in accordance with Clause 20(a19(a)), as the case may be, provided that the relevant proposal has not been withdrawn by the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawn' consent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(iparagraph (g) above shall not apply to such second Bondholders’ ' Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the Trustee, or limits, reduces or extinguishes the rights or benefits of the Issuer or the Trustee, under the Finance Documents shall be subject to the Issuer’s 's or the Trustee’s 's consent, as applicableappropriate.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ ' Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ ' Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ ' Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee for the purpose of convening a Bondholders’ ' Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Trustee, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee provide the Trustee with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or its Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or AffiliatesCompany.
(qo) Information about decisions taken at a Bondholders’ ' Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer and the Trustee, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ ' Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the Trustee, as applicable.applicable.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. cent of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person who is, or who has been provided with a power of attorney pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder:
(i) on the Business Day specified in the notice pursuant to Clause 19(c) 17(c), in respect of the a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b18(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. cent of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) a change the issue of the Subsequent Bonds, if the total nominal amount of the Bonds exceeds, or if such issue would cause the total nominal amount of the Bonds to the terms of at any of Clauses 2(a)time exceed, 2(g) and 5(b)SEK 725,000,000;
(ii) waive a change to the terms for the distribution breach of proceeds or amend an undertaking set out in Clause 16 13 (Distribution of ProceedsGeneral Undertakings);
(iii) a change to release the terms dealing with security provided under the requirements for Bondholders' consent set out in this Clause 18;
Security Documents (iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except other than in accordance with the terms of the Security Finance Documents);
(iv) reduce the principal amount, interest rate or interest amount which shall be paid by the Issuer;
(v) amend any payment day for principal or interest amount or waive any breach of a payment undertaking;
(vi) a change mandatory exchange of Issuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;against other securities; or
(vii) a mandatory exchange of amend the Bonds for other securities; and
(viii) early redemption of provisions regarding the Bonds, other than upon an acceleration of majority requirements under the Bonds pursuant to Clause 15 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(hf) Any matter not covered by Clause 18(g16(e) shall require the consent of Bondholders representing more than 50 fifty (50) per cent. cent of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i19(a)(i) or (21(a)(ii)19(a)(iii)), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, Bonds or the enforcement of any Transaction Security.
(ig) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. cent of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g16(e), and otherwise twenty (20) per cent. cent of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ ' Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee Agent or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a17(a)) or initiate a second Written Procedure (in accordance with Clause 20(a18(a)), as the case may be, provided that the relevant proposal has not been withdrawn by the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawnconsent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i16(g) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the TrusteeAgent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the TrusteeAgent, under the Finance Documents shall be subject to the Issuer’s or the TrusteeAgent’s consent, as applicableappropriate.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee Agent for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the TrusteeAgent, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee Agent provide the Trustee Agent with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or Affiliates(to the knowledge of the Issuer) an Affiliate, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or Affiliatesan Affiliate.
(qo) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer and the TrusteeAgent, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the TrusteeAgent, as applicable.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person who is, or who has been provided with a power of attorney pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder:
(i) on the Business Day specified in the notice pursuant to Clause 19(c) 18(c), in respect of the a Bondholders’ Meeting, ; or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b19(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) 2/3 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) a change to any material amendments of the terms of any of Clauses 2(a), 2(g) and 5(b)the Intercreditor Agreement;
(ii) a change any amendments to paragraphs (a), (e), (f), (g) and (i) of Clause 2 (Status of the terms for the distribution of proceeds set out in Clause 16 (Distribution of ProceedsBonds);
(iii) any amendments to Clauses 9.3 (Voluntary total redemption (call option) to and including Clause 9.9 (Early redemption option due to a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 18tax event);
(iv) any waiver of a change to the definition "Interest Rate" breach of, or amendment to, an undertaking set out in Clause 1.1 14 (DefinitionsGeneral Undertakings);
(v) a release any amendments to Clause 16 (Distributions of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documentsproceeds);
(vi) a change of Issuer, an extension of any release the tenor of security or guarantee provided under the Bonds Security Documents or any delay of the due date for payment of any principal or interest on Guarantee Agreement (other than in accordance with the BondsFinance Documents);
(vii) a mandatory exchange reduction of the Bonds for other securities; andprincipal amount, interest rate or interest amount which shall be paid by the Issuer;
(viii) early redemption any amendment of any payment day for principal or interest amounts or any waiver of a breach of a payment undertaking; or
(ix) any amendment to the Bonds, other than upon an acceleration of provisions regarding the Bonds pursuant to Clause 15 (Events of Default and Acceleration of majority requirements under the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(hf) Any matter not covered by Clause 18(g17(e) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i20(a)(i) or (21(a)(ii20(a)(iii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, Bonds or the enforcement of any Transaction Security.
(ig) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) 50 per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g17(e), and otherwise twenty (20) 20 per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee Agent or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a18(a)) or initiate a second Written Procedure (in accordance with Clause 20(a19(a)), as the case may be, provided that the relevant proposal has not been withdrawn by the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawnconsent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i17(g) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the TrusteeAgent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the TrusteeAgent, under the Finance Documents shall be subject to the Issuer’s or the TrusteeAgent’s consent, as applicableappropriate.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee Agent for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the TrusteeAgent, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee Agent provide the Trustee Agent with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or AffiliatesCompanies, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or AffiliatesCompany.
(qo) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer and the TrusteeAgent, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the TrusteeAgent, as applicable.
Appears in 1 contract
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person who is, or who has been provided with a power of attorney pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder:
(i) on the Business Day specified in the notice pursuant to Clause 19(c) 18(c), in respect of the a Bondholders’ Meeting, ; or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b19(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) 2/3 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) a change to any material amendments of the terms of any of Clauses 2(a), 2(g) and 5(b)the Intercreditor Agreement;
(ii) a change any amendments to paragraphs (a), (e), (f), (g) and (i) of Clause 2 (Status of the terms for the distribution of proceeds set out in Clause 16 (Distribution of ProceedsBonds);
(iii) any amendments to Clauses 9.3 (Voluntary total redemption (call option) to and including Clause 9.7 (Early redemption option due to a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 18tax event);
(iv) any waiver of a change to the definition "Interest Rate" breach of, or amendment to, an undertaking set out in Clause 1.1 14 (DefinitionsGeneral Undertakings);
(v) a release any amendments to Clause 16 (Distributions of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documentsproceeds);
(vi) a change of Issuer, an extension of any release the tenor of security or guarantee provided under the Bonds Security Documents or any delay of the due date for payment of any principal or interest on Guarantee Agreement (other than in accordance with the BondsFinance Documents);
(vii) a mandatory exchange reduction of the Bonds for other securities; andprincipal amount, interest rate or interest amount which shall be paid by the Issuer;
(viii) early redemption any amendment of any payment day for principal or interest amounts or any waiver of a breach of a payment undertaking; or
(ix) any amendment to the Bonds, other than upon an acceleration of provisions regarding the Bonds pursuant to Clause 15 (Events of Default and Acceleration of majority requirements under the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(hf) Any matter not covered by Clause 18(g17(e) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i20(a)(i) or (21(a)(ii20(a)(iii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, Bonds or the enforcement of any Transaction Security.
(ig) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) 50 per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g17(e), and otherwise twenty (20) 20 per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee Agent or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a18(a)) or initiate a second Written Procedure (in accordance with Clause 20(a19(a)), as the case may be, provided that the relevant proposal has not been withdrawn by the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawnconsent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i17(g) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the TrusteeAgent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the TrusteeAgent, under the Finance Documents shall be subject to the Issuer’s or the TrusteeAgent’s consent, as applicableappropriate.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee Agent for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the TrusteeAgent, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee Agent provide the Trustee Agent with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or AffiliatesCompanies, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or AffiliatesCompany.
(qo) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer and the TrusteeAgent, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the TrusteeAgent, as applicable.
Appears in 1 contract
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person who is, or who has been provided with a power of attorney or other proof of authorisation pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder:
(i) on the Business Day specified in Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ Meeting, in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b17(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b17(c):
(i) waive a change to the terms breach of any of Clauses 2(a), 2(g) and 5(bor amend an undertaking set out in Clause 12 (General Undertakings);
(ii) a change to reduce the terms for principal amount, interest rate or interest amount which shall be paid by the distribution of proceeds set out in Clause 16 (Distribution of Proceeds)Issuer;
(iii) amend any payment day for principal or interest amount or waive any breach of a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 18;payment undertaking, or
(iv) a change to amend the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of provisions regarding the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(vi) a change of Issuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(vii) a mandatory exchange of the Bonds for other securities; and
(viii) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by majority requirements under these Terms and Conditions.
(hf) Any matter not covered by Clause 18(g15(e) shall require the consent of Bondholders representing more than 50 fifty (50) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b17(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i18(a)(i) or (21(a)(ii18(a)(iii))), ) or an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction Security.
(ig) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g15(e), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee Agent or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a16(a)) or initiate a second Written Procedure (in accordance with Clause 20(a17(a)), as the case may be, provided that the relevant proposal has not been withdrawn by the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawnconsent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i15(g) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer Issuer, the Guarantor or the TrusteeAgent, or limits, reduces or extinguishes the rights or benefits of the Issuer Issuer, the Guarantor or the TrusteeAgent, under the Finance Documents shall be subject to the Issuer’s ’s, the Guarantor's or the TrusteeAgent’s consent, as applicableappropriate.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee Agent for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the TrusteeAgent, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee Agent provide the Trustee Agent with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or (to the knowledge of the Issuer) Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or Affiliatesan Affiliate.
(qo) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer Group and the TrusteeAgent, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the TrusteeAgent, as applicable.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Decisions by Bondholders.
(a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person Person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person Person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person Person in addition to the Bondholders and such person Person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person Person who is, or who has been provided with a power of attorney or other authorisation pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person Person who is, registered as a Bondholder:
(i) on the Business Day specified in Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ Meeting, in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b18(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) the issue of any Subsequent Bonds, if the total nominal amount of the Bonds exceeds, or if such issue would cause the total nominal amount of the Bonds to at any time exceed, EUR 100,000,000 (for the avoidance of doubt, for which consent shall be required at each occasion such Subsequent Bonds are issued);
(ii) a change to the terms of any of Clauses Clause 2(a), 2(gand Clauses 2(f) and 5(bto 2(h);
(iiiii) reduction of the premium payable upon the redemption or repurchase of any Bond pursuant to Clause 9 (Redemption and Repurchase of the Bonds);
(iv) a change to the Interest Rate or the Nominal Amount;
(v) waive a breach of or amend an undertaking set out in Clause 13 (General Undertakings);
(vi) a change to the terms for the distribution of proceeds set out in Clause 16 15 (Distribution of Proceeds);
(iiivii) a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 1816;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(viviii) a change of Issuerissuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(viiix) a release of the Transaction Security or the Guarantees, except in accordance with the terms of the Security Documents and/or the Guarantee and Adherence Agreement (as applicable);
(x) a mandatory exchange of the Bonds for other securities; and
(viiixi) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 14 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.the
(hf) Any matter not covered by Clause 18(g16(e) shall require the consent of Bondholders representing more than 50 fifty (50) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i19(a)(i) or (21(a)(ii)19(a)(ii)), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction SecuritySecurity or Guarantees.
(ig) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g16(e), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some some, but not all all, of the matters to be dealt with at a Bondholders’ ' Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee Agent or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a17(a)) or initiate a second Written Procedure (in accordance with Clause 20(a18(a)), as the case may be, provided that the person(srelevant proposal has not been withdrawn by the Person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawnconsent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i16(g) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the TrusteeAgent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the TrusteeAgent, under the Finance Documents shall be subject to the Issuer’s or the TrusteeAgent’s consent, as applicableappropriate.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee Agent for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the TrusteeAgent, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee Agent provide the Trustee Agent with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or (to the knowledge of the Issuer) Affiliates, irrespective of whether such person Person is directly registered as owner of such Bonds. The Trustee Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or Affiliatesan Affiliate.
(qo) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer Group and the TrusteeAgent, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the TrusteeAgent, as applicable.
Appears in 1 contract
Samples: Terms and Conditions
Decisions by Bondholders. (a) A request by the Trustee for a Any decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) 10.00 per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person who is, or who has been provided with a power of attorney pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder:
(i) on the Business Day specified in Relevant Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ Meeting, in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b18(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and at least two thirds (66 2/3) of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 18(c):
(i) waive a breach of or amend an undertaking set out in Clause 13 (General Undertakings);
(ii) releasing or materially changing the Transaction Security;
(iii) reduce the principal amount, interest rate or interest amount which shall be paid by the Issuer;
(iv) amend any payment day for principal or interest amount or waive any breach of a payment undertaking,
(v) amend the provisions regarding the majority requirements under these Terms and Conditions; or
(vi) a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 16 (Decisions by Bondholders).
(f) Any matter not covered by Clause 16(e) shall require the consent of Bondholders representing more than 50.00 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b):
(i) a change to the terms of any of Clauses 2(a), 2(g) and 5(b);
(ii) a change to the terms for the distribution of proceeds set out in Clause 16 (Distribution of Proceeds);
(iii) a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 18;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(vi) a change of Issuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(vii) a mandatory exchange of the Bonds for other securities; and
(viii) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(h) Any matter not covered by Clause 18(g) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i19(a)(i) or (21(a)(ii19(a)(ii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, ) or the enforcement of any Transaction Security.
(ig) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g), and otherwise twenty (20) 20.00 per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee Agent or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a17(a)) or initiate a second Written Procedure (in accordance with Clause 20(a18(a)), as the case may be, provided that the relevant proposal has not been withdrawn by the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawnconsent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i16(g) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the TrusteeAgent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the TrusteeAgent, under the Finance Documents shall be subject to the Issuer’s or the TrusteeAgent’s consent, as applicable.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee Agent for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the TrusteeAgent, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee Agent provide the Trustee Agent with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or its Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or AffiliatesCompany.
(qo) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer and the TrusteeAgent, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the TrusteeAgent, as applicable.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person Person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person Person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person Person in addition to the Bondholders and such person Person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person Person who is, or who has been provided with a power of attorney or other authorisation pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person Person who is, registered as a Bondholder:
(i) on the Business Day specified in Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ Meeting, in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b18(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) the issue of any Bonds after the Issue Date, if the total nominal amount of the Bonds exceeds, or if such issue would cause the total nominal amount of the Bonds to at any time exceed, SEK 710,000,000 (for the avoidance of doubt, for which consent shall be required at each occasion such Bonds are issued);
(ii) a change to the terms of any of Clauses Clause 2(a), and Clauses 2(e) to 2(g) and 5(b);
(iiiii) a reduction of the premium payable upon the redemption or repurchase of any Bond pursuant to Clause 9 (Redemption and Repurchase of the Bonds);
(iv) a change to the Interest Rate or the Nominal Amount (other than as a result of an application of Clause 9.4 (Mandatory Partial Redemption);
(v) waive a breach of or amend an undertaking set out in Clause 13 (General Undertakings);
(vi) a change to the terms for the distribution of proceeds set out in Clause 16 15 (Distribution of Proceeds);
(iiivii) a change to the terms dealing with the requirements for Bondholders' ’ consent set out in this Clause 1816;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(viviii) a change of Issuerissuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(viiix) a release of the Transaction Security or the Guarantees , except in accordance with the terms of the Security Documents and/or the Guarantee and Adherence Agreement (as applicable);
(x) a mandatory exchange of the Bonds for other securities; and
(viiixi) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 14 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(hf) Any matter not covered by Clause 18(g16(e) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i19(a)(i) or (21(a)(ii)19(a)(ii)), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction SecuritySecurity or Guarantees.
(ig) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g16(e), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some some, but not all all, of the matters to be dealt with at a Bondholders’ ' Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(jh) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee Agent or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a17(a)) or initiate a second Written Procedure (in accordance with Clause 20(a18(a)), as the case may be, provided that the person(srelevant proposal has not been withdrawn by the Person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawnconsent. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i16(g) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(ki) Any decision which extends or increases the obligations of the Issuer or the TrusteeAgent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the TrusteeAgent, under the Finance Documents shall be subject to the Issuer’s or the TrusteeAgent’s consent, as applicableappropriate.
(lj) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(mk) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(nl) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(om) All reasonable costs and expenses incurred by the Issuer or the Trustee Agent for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the TrusteeAgent, shall be paid by the Issuer.
(pn) If a decision is to shall be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee Agent provide the Trustee Agent with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or (to the knowledge of the Issuer) Affiliates, irrespective of whether such person Person is directly registered as owner of such Bonds. The Trustee Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining to determine whether a Bond is owned by a Group Company or Affiliatesan Affiliate.
(qo) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, Bondholders and be published on the websites of the Issuer and the TrusteeAgent, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the TrusteeAgent, as applicable.
Appears in 1 contract
Samples: Senior Secured Floating Rate Bonds
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person Person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person Person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person Person in addition to the Bondholders and such person Person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person Person who is, or who has been provided with a power of attorney or other authorisation pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person Person who is, registered as a Bondholder:
(i) on the Business Day specified in Record Date prior to the notice pursuant to Clause 19(c) date of the Bondholders’ Meeting, in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b18(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.This document has esignatur Agreement-ID: 8e568chNKpH251445225
(ge) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b18(c):
(i) the issue of any Subsequent Bonds, if the total nominal amount of the Bonds exceeds, or if such issue would cause the total nominal amount of the Bonds to at any time exceed, DKK 500,000,000 (or the equivalent in SEK or EUR) (for the avoidance of doubt, for which consent shall be required at each occasion such Subsequent Bonds are issued);
(ii) a change to the terms of any of Clauses Clause 2(a), 2(gand Clauses 2(f) and 5(bto 2(h);
(iiiii) a reduction of the premium payable upon the redemption or repurchase of any Bond pursuant to Clause 9 (Redemption and Repurchase of the Bonds);
(iv) a change to the Interest Rate or the Nominal Amount;
(v) waive a breach of or amend an undertaking set out in Clause 13 (General Undertakings);
(vi) a change to the terms for the distribution of proceeds set out in Clause 16 15 (Distribution of Proceeds);
(iiivii) a change to the terms dealing with the requirements for Bondholders' ’ consent set out in this Clause 1816;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(viviii) a change of Issuerissuer, an extension of the tenor (other than pursuant to the Extension Option) of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(viiix) a release of the Transaction Security, except in accordance with the terms of the Security Documents or these Terms and Conditions;
(x) a mandatory exchange of the Bonds for other securities; and
(viiixi) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 14 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.
(h) Any matter not covered by Clause 18(g) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b). This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 21(a)(i) or (21(a)(ii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction Security.
(i) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 18(g), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(j) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a)) or initiate a second Written Procedure (in accordance with Clause 20(a)), as the case may be, provided that the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawn. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(k) Any decision which extends or increases the obligations of the Issuer or the Trustee, or limits, reduces or extinguishes the rights or benefits of the Issuer or the Trustee, under the Finance Documents shall be subject to the Issuer’s or the Trustee’s consent, as applicable.
(l) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(m) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(n) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(o) All reasonable costs and expenses incurred by the Issuer or the Trustee for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Trustee, shall be paid by the Issuer.
(p) If a decision is to be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee provide the Trustee with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining whether a Bond is owned by a Group Company or Affiliates.
(q) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, and be published on the websites of the Issuer and the Trustee, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the Trustee, as applicable.
Appears in 1 contract
Decisions by Bondholders. (a) A request by the Trustee Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the TrusteeAgent) be dealt with at a Bondholders’ Meeting or by way of a Written Procedure.
(b) Any request from the Issuer or a Bondholder (or Bondholders) representing at least ten (10) per cent. cent of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Bondholder on the Business Day immediately following the day on which the request is received by the Trustee Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Trustee Agent and dealt with at a Bondholders’ Meeting or by way a Written Procedure, as determined by the TrusteeAgent. The person requesting the decision may suggest the form for decision making, but if it is in the TrusteeAgent’s opinion more appropriate that a matter is dealt with at a Bondholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders’ Meeting. Notwithstanding the foregoing, the appointment of a Bondholders’ Committee shall always be dealt with at a Bondholders’ Meeting.
(c) The Trustee Agent may refrain from convening a Bondholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Bondholders and such person has informed the Trustee Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.
(d) Should the Trustee not convene a Bondholders’ Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 18(c) being applicable, the Issuer or the Bondholder(s) requesting a decision by the Bondholders may convene such Bondholders’ Meeting or instigate such Written Procedure, as the case may be, instead. The Issuer or the Issuing Trustee shall upon request provide the Issuer or the convening Bondholder(s) with the information available in the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds in order to convene and hold the Bondholders’ Meeting or instigate and carry out the Written Procedure, as the case may be.
(e) Should the Issuer want to replace the Trustee, it may (i) convene a Bondholders’ Meeting in accordance with Clause 19(a) or (ii) instigate a Written Procedure by sending communication in accordance with Clause 20(a), in both cases with a copy to the Trustee. After a request from the Bondholders pursuant to Clause 22.4(c), the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with Clause 19(a). The Issuer shall inform the Trustee before a notice for a Bondholders’ Meeting or communication relating to a Written Procedure where the Trustee is proposed to be replaced is sent and shall, on the request of the Trustee, append information from the Trustee together with the a notice or the communication.
(f) Only a person who is, or who has been provided with a power of attorney pursuant to Clause 7 6 (Right to Act on Behalf of a Bondholder) from a person who is, registered as a Bondholder:
(i) on the Record Date prior to the date of the Bondholders’ Meeting (however, for the NOK Bonds, the last Business Day specified in Norway before the notice pursuant to Clause 19(c) date of the Bondholders Meeting), in respect of a Bondholders’ Meeting, or
(ii) on the Business Day specified in the communication pursuant to Clause 20(b20(c), in respect of a Written Procedure, may exercise voting rights as a Bondholder at such Bondholders’ Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be.
(ge) The Other than with respect to an extension of the standstill period under any standstill agreement, which shall require the consent of Bondholders representing more than fifty (50) per cent of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders' Meeting or for which Bondholders reply in a Written Procedure, the following matters shall require the consent of Bondholders representing at least sixty-six and two thirds eighty (66 2/380) per cent. cent of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b20(c):
(i) the issue of any Bonds after the Issue Date, if the total nominal amount of (i) the SEK Bonds exceeds, or if such issue would cause the total nominal amount of the SEK Bonds to at any time exceed, SEK 260,000,000 or (ii) the NOK Bonds exceeds, or if such issue would cause the total nominal amount of the NOK Bonds to at any time exceed, NOK 135,000,000 (for the avoidance of doubt, for which consent shall be required at each occasion such Bonds are issued);
(ii) a change to the terms of any of Clauses Clause 2(a), and Clauses 2(e) to 2(g) and 5(b);
(iiiii) a change to the Interest Rate or the Nominal Amount;
(iv) a change to the terms for the distribution of proceeds set out in Clause 16 17 (Distribution of Proceeds);
(iiiv) a change to the terms dealing with the requirements for Bondholders' ’ consent set out in this Clause 18;
(iv) a change to the definition "Interest Rate" set out in Clause 1.1 (Definitions);
(v) a release of the Transaction Security or Guarantees, except in accordance with the terms of the Security Documents;
(vi) a change of Issuerissuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;
(vii) a release of any of the Upstream Guarantors from their obligations under the Upstream Guarantee;
(viii) a mandatory exchange of the Bonds for other securities; and
(viiiix) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 15 16 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.the
(hf) Any matter not covered by Clause 18(g) shall require For the consent avoidance of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders’ Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 20(b). This includes, but is not limited to, any amendment to, or waiver ofdoubt, the terms of any Finance Document that does not require a higher majority matters set forth in Clauses 9.5 (other than an amendment permitted pursuant to Clause 21(a)(i) or (21(a)(ii))), an acceleration of the Bonds, the appointment of a Bondholders’ Committee, or the enforcement of any Transaction Security.
(i) Quorum at a Bondholders’ Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount Mandatory redemption in case of a matter pursuant to Clause 18(gdisposal of assets), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
(i) if at a Bondholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or
(ii) if in respect of a Written Procedure, reply to the request. If a quorum exists for some but not all of the matters to be dealt with at a Bondholders’ Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.
(j) If a quorum does not exist at a Bondholders’ Meeting or in respect of a Written Procedure, the Trustee or the Issuer shall convene a second Bondholders’ Meeting (in accordance with Clause 19(a)) or initiate a second Written Procedure (in accordance with Clause 20(a)), as the case may be, provided that the person(s) who initiated the procedure for Bondholders’ consent has confirmed that the relevant proposal is not withdrawn. For the purposes of a second Bondholders’ Meeting or second Written Procedure pursuant to this Clause 18(j), the date of request of the second Bondholders’ Meeting pursuant to Clause 19(a) or second Written Procedure pursuant to Clause 20(a), as the case may be, shall be deemed to be the relevant date when the quorum did not exist.. The quorum requirement in Clause 18(i) shall not apply to such second Bondholders’ Meeting or Written Procedure.
(k) Any decision which extends or increases the obligations of the Issuer or the Trustee, or limits, reduces or extinguishes the rights or benefits of the Issuer or the Trustee, under the Finance Documents shall be subject to the Issuer’s or the Trustee’s consent, as applicable.
(l) A Bondholder holding more than one Bond need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.
(m) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that consent at the relevant Bondholders’ Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.
(n) A matter decided at a duly convened and held Bondholders’ Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders’ Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.
(o) All reasonable costs and expenses incurred by the Issuer or the Trustee for the purpose of convening a Bondholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Trustee, shall be paid by the Issuer.
(p) If a decision is to be taken by the Bondholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Trustee provide the Trustee with a certificate specifying the number of Bonds (and the relevant denomination of such Bonds) owned by Group Companies or Affiliates, irrespective of whether such person is directly registered as owner of such Bonds. The Trustee shall not be responsible for the accuracy of such certificate or otherwise be responsible for determining whether a Bond is owned by a Group Company or Affiliates.
(q) Information about decisions taken at a Bondholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to each person registered as a Bondholder on the date referred to in Clause 18(f)(i) or 18(f)(ii), as the case may be, and be published on the websites of the Issuer and the Trustee, provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Bondholders’ Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the Trustee, as applicable.
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Samples: Terms and Conditions
