Information from the Issuer. (a) The Issuer shall make the following information available in the English language by publication on the website of the Group: (i) as soon as the same become available, but in any event within four (4) months after the end of each financial year, the annual audited consolidated financial statements of the Issuer, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors; (ii) as soon as the same become available, but in any event within four (4) months after the end of each financial year, the annual audited consolidated report of SGLT Holding I LP, business identity code 86045, in a format comparable to the report prepared for the financial year ending 31 December 2018; (iii) as soon as the same become available, but in any event within two (2) months after the end of the relevant interim period, the semi-annual unaudited consolidated report or the year-end report (as applicable), of the Issuer, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors; and (iv) as soon as the same become available, but in any event within two (2) months after the end of each quarter of its financial year, the quarterly unaudited consolidated reports or the year-end report (as applicable), of the Parent, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors. (b) Any other information required by the Swedish Securities Markets Act (Sw. lag (2007:528) om värdepappersmarknaden) and the rules and regulations of the Regulated Market and any MTF on which the Bonds are traded. (c) When the Bonds have been listed on a Regulated Market: (i) the information set out in Clause 11.1(a) shall also be made available by way of press release; and (ii) the reports referred to in Clause 11.1(a)(i) and Clause 11.1(a)(ii) shall be prepared in accordance with IFRS. (d) When the financial statements and other information are made available to the Bondholders pursuant to Clause 11.1(a), the Issuer shall send copies of such financial statements and other information to the Agent. (e) The Issuer shall promptly notify the Agent and the Bondholders upon becoming aware of the occurrence of a Change of Control Event or Listing Failure Event, and shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such notice. A notice regarding a Change of Control Event may be given in advance of the occurrence of a Change of Control Event, conditioned upon the occurrence of such Change of Control Event, if a definitive agreement is in place providing for a Change of Control Event.
Appears in 4 contracts
Samples: Amendment and Restatement Agreement, Amendment and Restatement Agreement, Amendment and Restatement Agreement
Information from the Issuer. (a) The Issuer shall will make the following information available in to the English language Bondholders by way of publication on the website of the GroupIssuer:
(i) as soon as the same become available, but in any event within not later than four (4) months after the end of each financial year, the annual audited consolidated financial statements of the Issuer, including a profit Group and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors;
(ii) as soon as the same become available, but in any event within four (4) months after the end of each financial year, the annual audited consolidated report of SGLT Holding I LP, business identity code 86045, in a format comparable to the report prepared for the unconsolidated financial year ending 31 December 2018;
(iii) as soon as the same become available, but in any event within two (2) months after the end of the relevant interim period, the semi-annual unaudited consolidated report or the year-end report (as applicable), statements of the Issuer, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors; and
(ivii) as soon as the same become available, but in any event within not later than two (2) months after the end of each quarter of its financial yearquarter, with the first such report being made available for the period ended 31 March 2016, the quarterly interim unaudited consolidated reports or the year-end report (as applicable), of the ParentGroup and the quarterly interim unaudited unconsolidated reports of the Issuer, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors.
(b) Any other information required by the Swedish Securities Markets Act (Sw. lag (2007:528) om värdepappersmarknaden) and the rules and regulations of the Regulated Market and any MTF on which the Bonds are traded.
(c) When the Bonds have been listed on a Regulated Market:
(i) the information set out in Clause 11.1(a) shall also be made available by way of press release; and
(ii) the The reports referred to in under Clause 11.1(a)(i) and Clause 11.1(a)(ii12.1(a)(i)-(ii) shall be prepared in accordance with IFRSthe Accounting Principles and when the Bonds have been listed shall, in addition, be made available in accordance with the rules and regulations of Nasdaq Stockholm (as amended from time to time) and the Swedish Securities Market Act (vardepappersmarknadslag (2007:528)).
(c) The Issuer shall issue a Compliance Certificate to the Trustee:
(i) in connection with the incurrence of Financial Indebtedness; and
(ii) in connection with publishing a Financial Report.
(d) When the financial statements and other information are made available to the Bondholders pursuant to Clause 11.1(a12.1(a), the Issuer shall send copies of such financial statements and other information to the AgentTrustee.
(e) The Issuer shall promptly notify the Agent and Trustee when the Bondholders upon becoming Issuer is or becomes aware of the occurrence of (i) a Change of Control Event, or (ii) an Event or Listing Failure Eventof Default, and shall provide the Agent Trustee with such further information as the Agent Trustee may request (acting reasonably) following receipt of such notice.
(f) The Issuer is only obliged to inform the Trustee according to this Clause 12.1 if informing the Trustee would not conflict with any applicable laws or, when the Bonds are listed, the Issuer's registration contract with Nasdaq Stockholm. A notice regarding If such a Change of Control Event may conflict would exist pursuant to the listing contract with Nasdaq Stockholm or otherwise, the Issuer shall however be given obliged to either seek approval from Nasdaq Stockholm or undertake other reasonable measures, including entering into a non-disclosure agreement with the Trustee, in advance of order to be able to timely inform the occurrence of a Change of Control Event, conditioned upon the occurrence of such Change of Control Event, if a definitive agreement is in place providing for a Change of Control EventTrustee according to this Clause 12.1.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Information from the Issuer. (a) The Issuer shall make the following information available in the English language by publication on the website of the Group:
(i) as soon as the same become available, but in any event within four (4) months after the end of each financial year, the annual audited consolidated financial statements of the IssuerGroup, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's ’s board of directors;
(ii) , on its website as soon as the same become available, it becomes available but in any event within not later than four (4) months after the end expiry of each financial year, the annual audited consolidated report of SGLT Holding I LP, business identity code 86045, in a format comparable to the report prepared for the financial year ending 31 December 2018;
(iiiii) as soon as the same become available, but in any event within two (2) months after the end of the relevant quarterly interim period, the semi-annual unaudited consolidated report reports or the year-end report (as applicable), ) of the IssuerGroup, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's ’s board of directors; and
(iv) , on its website as soon as the same become available, it becomes available but in any event within not later than two (2) months after the end expiry of each quarter relevant interim period, where the first Financial Report shall be delivered for the period ending on 31 March 2021;
(iii) as soon as practicable following an acquisition or disposal of its financial yearBonds by a Group Company, the quarterly unaudited aggregate Nominal Amount held by Group Companies; and
(iv) the Issuer shall publish its annual audited consolidated reports or the year-end report (as applicable), financial statements of the Parent, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from Group in respect of the Issuer's board of directorsfinancial year 2020 no later than 31 October 2021.
(b) Any other information required by the Swedish Securities Markets Act (Sw. lag (2007:528) om värdepappersmarknaden) and the rules and regulations of the Regulated Market and any MTF on which the Bonds are tradedadmitted to trading.
(c) When the Bonds have been listed on a Regulated Market:
(i) the information set out in Clause 11.1(a) shall also be made available by way of press release; and
(ii) the reports referred to in Clause 11.1(a)(i) and Clause 11.1(a)(ii) shall be prepared in accordance with IFRS.
(d) When the financial statements and other information are made available to the Bondholders pursuant to Clause 11.1(a), the Issuer shall send copies of such financial statements and other information to the Agent.
(e) The Issuer shall promptly notify the Agent and the Bondholders upon becoming aware of the occurrence of a Change of Control Event or Listing Failure Delisting Event, and shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such notice. A notice regarding a Change of Control Event may be given in advance of the occurrence of a Change of Control Event, conditioned upon the occurrence of such Change of Control Event, if a definitive agreement is in place providing for a Change of Control Event.
Appears in 1 contract
Information from the Issuer. (a) The Issuer shall make the following information available in the English language by publication on the website of the GroupIssuer:
(i) as soon as the same become available, but in any event within four (4) months after the end of each financial yearyear (for the first time in connection with the Financial Report relating to the financial period ending on 31 December 2020), the annual audited consolidated financial statements of the Group and the annual audited unconsolidated financial statements of the Issuer, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors;
(ii) as soon as the same become availablestarting from 1 January 2021, but in any event within four (4) months after the end of each financial year, the annual audited consolidated report of SGLT Holding I LP, business identity code 86045, in a format comparable to the report prepared for the financial year ending 31 December 2018;
(iii) as soon as the same become available, but in any event within two (2) months after the end of the relevant interim period, the semi-annual unaudited consolidated report or the year-end report (as applicable), of the Issuer, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors; and
(iv) as soon as the same become available, but in any event within two (2) months after the end of each quarter of its financial year, the quarterly unaudited consolidated reports or the year- end report (Sw. bokslutskommuniké) (as applicable) of the Group and the quarterly unaudited reports or the year-end report (Sw. bokslutskommuniké) (as applicable), ) of the ParentIssuer, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors; and
(iii) as soon as practicable following an acquisition or disposal of Bonds by a Group Company, the aggregate Nominal Amount held by Group Companies.
(b) Any other information required by the Swedish Securities Markets Act (Sw. lag (2007:528) om värdepappersmarknaden) and the rules and regulations of the Regulated Market and any MTF on which the Bonds are tradedadmitted to trading.
(c) When the Bonds have been listed on a Regulated Market:
(i) the information set out in Clause 11.1(a) shall also be made available by way of press release; and
(ii) the reports referred to in Clause 11.1(a)(i) and Clause 11.1(a)(ii) shall be prepared in accordance with IFRS.
(d) When the financial statements and other information are made available to the Bondholders pursuant to Clause 11.1(a), the Issuer shall send copies of such financial statements and other information to the Agent.
(e) The Issuer shall promptly notify the Agent and the Bondholders upon becoming aware of the occurrence of a Change of Control Event or Listing Failure Event, and shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such notice. A notice regarding a Change of Control Event may be given in advance of the occurrence of a Change of Control Event, conditioned upon the occurrence of such Change of Control Event, if a definitive agreement is in place providing for a Change of Control Event.
Appears in 1 contract
Samples: Senior Secured Floating Rate Bonds
Information from the Issuer. (a) The Issuer shall and the Guarantor will make the following information available in the English language to the Bondholders by way of press release and by publication on the website of the Groupits website:
(i) as soon as the same become available, but in any event within four (4) months after the end of each financial year, the annual Guarantor's audited consolidated financial statements for that financial year, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Guarantor's board of directors;
(ii) as soon as the same become available, but in any event within two (2) months after the end of each quarter of its financial year, the Guarantor's quarterly interim unaudited consolidated reports for such period, each including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Guarantor's board of directors;
(iii) unless an exemption has been obtained from each exchange where the Bonds are listed, as soon as the same become available, but in any event within four (4) months after the end of each financial year, the Issuer's audited (consolidated) financial statements for that financial year, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors;
(iiiv) as soon as unless an exemption has been obtained from each exchange where the same become availableBonds are listed, but in any event within four (4) months after the end of each financial year, the annual audited consolidated report of SGLT Holding I LP, business identity code 86045, in a format comparable to the report prepared for the financial year ending 31 December 2018;
(iii) as soon as the same become available, but in any event within two (2) months after the end of the relevant each interim period, the Issuer's semi-annual annually unaudited consolidated (consolidated) report or the year-end report (as applicable), of the Issuerfor that interim period, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors; and;
(ivv) as soon as the same become available, but in any event within two (2) months after the end of each quarter of its financial year, the quarterly unaudited consolidated reports or the year-end report (as applicable), of the Parent, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors.
(b) Any other information required by the Swedish Securities Markets Act (Sw. lag (2007:5282007:582) om värdepappersmarknaden) and the rules and regulations of the Nasdaq Stockholm or any other Regulated Market and any MTF on which the Bonds are tradedlisted.
(cb) When the Bonds have been listed on a Regulated Market:
(i) the information set out in Clause 11.1(a) shall also be made available by way of press release; and
(ii) listed, the reports referred to in Clause 11.1(a)(i10.1(a)(iii) and to Clause 11.1(a)(ii10.1(a)(iv) shall be prepared made available in accordance with IFRSthe rules and regulations of Nasdaq Stockholm (as amended from time to time) and the Swedish Securities Market Act (lag (2007:582) om värdepappersmarknaden).
(d) When the financial statements and other information are made available to the Bondholders pursuant to Clause 11.1(a), the Issuer shall send copies of such financial statements and other information to the Agent.
(ec) The Issuer shall promptly notify the Agent Bondholders and the Bondholders Agent upon becoming aware of the occurrence of a Change of Control Event or a De-Listing Failure Event. Such notice may be given in advance of the occurrence of a Change of Control Event or De-Listing Event, and conditioned upon the occurrence of such Change of Control Event or De-Listing Event, if a definitive agreement is in place providing for a Change of Control Event or De-Listing Event. The Issuer shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such notice. A notice regarding request.
(d) When a Change Financial Report and other information are made available to the Bondholders pursuant to Clause 10.1(a), the Issuer shall send (electronic) copies of Control Event may be given in advance such Financial Report and other information to the Agent.
(e) The Issuer shall submit a duly executed Compliance Certificate to the Agent:
(i) together with a Financial Report;
(ii) at the Agent's request, within twenty (20) days from such request.
(f) The Issuer shall promptly notify the Agent (with full particulars) upon becoming aware of the occurrence of any event or circumstance which constitutes an Event of Default, or any event or circumstance which would (with the expiry of a Change grace period, the giving of Control Eventnotice or any combination of any of the foregoing) constitute an Event of Default, conditioned upon and shall provide the occurrence Agent with such further information as it may reasonably request in writing following receipt of such Change notice. Should the Agent not receive such information, the Agent is entitled to assume that no such event or circumstance exists or can be expected to occur, provided that the Agent does not have actual knowledge of Control Eventsuch event or circumstance. The Issuer shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such request.
(g) The Issuer is only obliged to inform the Agent according to this Clause 10.1 If informing the Agent would not conflict with any applicable laws or, if when the Bonds are listed with the Issuer's obligation resulting from such listing. If such a definitive conflict would exist, the Issuer shall however be obliged to either seek approval or undertake other reasonable measures, including entering into a non-disclosure agreement is with the Agent, in place providing for a Change of Control Eventorder to be able to timely inform the Agent according to this Clause 10.1.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Information from the Issuer. (a) 12.1.1 The Issuer shall will make the following information available in to the English language Bondholders by publication way of press release and/or by publishing it on the website of the Groupits website:
(ia) as soon as the same become available, but in any event within four (4) months 120 days after the end of each financial year, the annual audited consolidated financial statements annual accounts of the Issuer, including a profit Group and loss account, a balance sheet, a cash flow statement of the group of companies comprising the Issuer and management commentary or report from the Issuer's board of directorsits Subsidiaries for that financial year;
(iib) as soon as the same become available, but in any event within four (4) months 60 days after the end of each financial yearquarter, the annual audited unaudited consolidated report of SGLT Holding I LP, business identity code 86045, in a format comparable to the report prepared for the financial year ending 31 December 2018;
(iii) as soon as the same become available, but in any event within two (2) months after the end statements of the relevant interim Group for such period, the semi-annual unaudited consolidated report or the year-end report (as applicable), of the Issuer, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors; and
(ivc) as soon as provided that the same become availableBonds are listed or traded, but in any event within two (2) months after the end of each quarter of its financial year, the quarterly unaudited consolidated reports or the year-end report (as applicable), of the Parent, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors.
(b) Any other information required by the Swedish Securities Markets Act (Sw. lag (2007:5282007:582) om värdepappersmarknadenvardepappersmarknaden) (as amended from time to time) and the rules and regulations of the Regulated Market and any MTF or market place on which the Bonds are listed or traded, as the case may be.
(c) 12.1.2 When the Bonds have been listed on a Regulated Market:
(i) the information set out in Clause 11.1(a) shall also be made available by way of press release; and
(ii) listed, the reports referred to in Clause 11.1(a)(iunder 12.1.1 (a) and Clause 11.1(a)(ii(b) shall above shall, in addition, be prepared in accordance with IFRSthe Accounting Principles and made available in accordance with the rules and regulations of the Regulated Market or market place on which the Bonds are listed or traded, as the case may be, and the Swedish Securities Market Act (as amended from time to time).
12.1.3 Within ten (d10) When Business Days from publishing of the quarterly reports, audited financial statements and (as applicable) or other information are made available to the Bondholders pursuant to Clause 11.1(a)12.1.1, the Issuer shall send submit to the Agent a compliance certificate (i) containing a confirmation that, as far as the Issuer is aware of, no Event of Default has occurred (or if such Event of Default has occurred, what steps have been taken to remedy it), and (ii) attaching copies of such financial statements and other information any notices sent to the AgentRegulated Market on which the Bonds are admitted to trading. Such compliance certificate shall be in a form agreed between the Issuer and the Agent and include calculations and figures in respect of the financial covenants set out in Clause 14 (Financial undertakings) and an extract of the most recent regulatory capital adequacy report prepared by the Parent and submitted to the Swedish FSA.
12.1.4 Before making any Distribution in accordance with and subject to the restrictions set out in Clause 13.2, the Issuer shall submit to the Agent a separate compliance certificate certifying that the Capital Cover Ratio as reported in the most recent quarterly regulatory capital adequacy report, after the Pro forma Recalculation, is at least 1.30:1 and that the proposed Distribution would not result in more than a maximum amount of fifty (e50) per cent of the consolidated net profit (Sw. koncernens vinst efter skatt) set out in the audited consolidated annual accounts for the group of companies comprising the Issuer and its Subsidiaries for the Relevant Financial Year. Such compliance certificate shall include calculations and figures in respect of the Capital Cover Ratio and the Pro forma Recalculation and an extract of the most recent regulatory capital adequacy report prepared by the Parent and submitted to the Swedish FSA and the audited consolidated annual accounts for the group of companies comprising the Issuer and its Subsidiaries for the Relevant Financial Year.
12.1.5 The Issuer shall promptly immediately notify the Agent Bondholders and the Bondholders upon becoming Agent when the Issuer is or becomes aware of the occurrence of a Change of Control Event or Listing Failure Event, and shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such notice. A Such notice regarding a Change of Control Event may be given in advance of the occurrence of a Change of Control Event, conditioned upon the occurrence of such Change of Control Event, if a definitive agreement is in place providing for a Change of Control Event.
12.1.6 The Issuer is obliged to promptly notify the Agent (with full particulars) upon becoming aware of the occurrence of any event or circumstance which constitutes an Event of Default, and shall provide the Agent with such further information as it may request in writing (acting reasonably) following receipt of such notice. Should the Agent not receive such information, the Agent is entitled to assume that no such event or circumstance exists or can be expected to occur provided that the Agent does not have actual knowledge of such event or circumstance. The Agent is under no obligation to make any investigations relating to the circumstances specified in Clause 15.1.
Appears in 1 contract
Samples: Amendment and Restatement Agreement