Information from the Issuer. (a) The Issuer shall make the following information available in the English language to the Bondholders by publication on the website of the Issuer: (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 and its direct and indirect subsidiaries, 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 two (2) months after the end of the relevant interim period, the quarterly and yearly interim unaudited consolidated reports of the Group, 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) any other information required by the Swedish Securities Markets Act (lag (2007:582) om värdepappersmarknaden) and the rules and regulations of the Regulated Market on which the Bonds are listed. (b) The Issuer shall immediately notify the Bondholders and the Agent when the Issuer is or becomes aware of (i) the occurrence of a Change of Control Event, or (ii) that an Event of Default has occurred, and shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such notice. (c) When the financial statements and other information are made available the Bondholders pursuant to paragraph (a) above, the Issuer shall send copies of such financial statements and other information to the Agent. (d) The Issuer shall issue a Compliance Certificate to the Agent in connection with the incurrence of Financial Indebtedness or the making of a Restricted Payment. (e) The Issuer shall immediately notify the Agent (with full particulars) when the Issuer is or becomes 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 grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) constitute an Event of Default, and shall provide the Agent with such further information as it may reasonably request in writing 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. (f) The Issuer is only obliged to inform the Agent according to this Clause 11.1 if informing the Agent would not conflict with any applicable laws or, when the Bonds are listed, the Issuer's registration contract with the Regulated Market. If such a conflict would exist pursuant to the listing contract with the Regulated Market or otherwise, the Issuer shall however be obliged to either seek approval from the Regulated Market or undertake other reasonable measures, including entering into a non-disclosure agreement with the Agent, in order to be able to timely inform the Agent according to this Clause 11.1. (g) When and for as long as the Bonds are listed, the reports referred to under Clause 11.1(a) shall, in addition, be prepared in accordance with IFRS and made available in accordance with the rules and regulations of NASDAQ Stockholm (or any other Regulated Market, as applicable) (as amended from time to time) and the Swedish Securities Market Act (Sw. lag (2007:528) om värdepappersmarknaden).
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 to the Bondholders by publication on the website of the Issuer:
(i) as soon as the same become available, but in any event within four five (45) months after the end of each financial year, the annual audited consolidated financial statements of the Issuer and its direct and indirect subsidiariesGroup, including a consolidated profit and loss account, a balance sheet, account and a cash flow statement for the Issuer and a management commentary or report from the Issuer’s 's board of directors;
(ii) as soon as the same become available, but in any event within two three (23) months after the end of the relevant interim periodeach half-financial year, the quarterly and yearly interim semi-annual unaudited consolidated reports financial statements of the Group, including a profit and loss account, a balance sheet, account and a cash flow statement and management commentary or report from for the Issuer’s board of directors; and
(iii) any other information required as soon as practicable following an acquisition or disposal of Bonds by a Group Company, the Swedish Securities Markets Act (lag (2007:582) om värdepappersmarknaden) and the rules and regulations of the Regulated Market on which the Bonds are listedaggregate Nominal Amount held by Group Companies.
(b) 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.
(c) The Issuer shall immediately promptly notify the Bondholders Agent and the Agent when the Issuer is or becomes Bondholders upon becoming aware of (i) the occurrence of a Change of Control Event, or (ii) that an Event of Default has occurred, and shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such notice.
(c) When . A notice regarding a Change of Control Event may be given in advance of the financial statements and other information are made available occurrence of a Change of Control Event, conditioned upon the Bondholders pursuant to paragraph (a) above, the Issuer shall send copies occurrence of such financial statements and other information to the AgentChange of Control Event, if a definitive agreement is in place providing for a Change of Control Event.
(d) The Issuer shall issue a Compliance Certificate to the Agent in connection with the incurrence of Financial Indebtedness or the making of a Restricted Payment.
(e) The Issuer shall immediately promptly notify the Agent (with full particulars) when the Issuer is or becomes 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 grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) foregoing constitute an Event of Default), and shall provide the Agent with such further information as it may reasonably request in writing 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. This document has esignatur Agreement-ID: 8e568chNKpH251445225
(e) The Issuer shall submit a duly executed Compliance Certificate to the Agent in connection with the testing of the Incurrence Test.
(f) The Agent may assume that any information provided by the Issuer in the Compliance Certificate delivered pursuant to paragraph (e) above is correct, and the Agent shall not be responsible or liable for the adequacy, accuracy or completeness of such information.
(g) The Issuer shall within two (2) months after the end of each financial quarter provide the Agent with a quarterly management comment, including relevant information on the progress of the Issuer's projects as well as other key information, the management's fair value assessment of assets, debt position and a cashflow forecast comprising an opening balance and a liquidity forecast covering the next thirty-six (36) months, however not for a period after October 2026. The progress report shall also contain, in reasonable detail, a break-down of the fees paid for the period under the Management Agreement.
(h) The Issuer is only obliged to inform the Agent according to this Clause 11.1 if informing the Agent would not conflict with any applicable laws or, when the Bonds are listed, the Issuer's registration contract with the Regulated Market. If such a conflict would exist pursuant to the listing contract with the Regulated Market or otherwise, the Issuer shall however be obliged to either seek approval from the Regulated Market or undertake other reasonable measures, including entering into a non-disclosure agreement with the Agent, in order to be able to timely inform the Agent according to this Clause 11.1laws.
(g) When and for as long as the Bonds are listed, the reports referred to under Clause 11.1(a) shall, in addition, be prepared in accordance with IFRS and made available in accordance with the rules and regulations of NASDAQ Stockholm (or any other Regulated Market, as applicable) (as amended from time to time) and the Swedish Securities Market Act (Sw. lag (2007:528) om värdepappersmarknaden).
Appears in 1 contract
Information from the Issuer. (a) The Issuer shall will make the following information available in the English language to the Bondholders Noteholders by way of press release and by publication on the website of the IssuerGroup:
(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 its audited consolidated financial statements of for that financial year prepared in accordance with the Issuer and its direct and indirect subsidiaries, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer’s board of directorsAccounting Principles;
(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, its unaudited consolidated financial statements or the relevant interim periodyear-end report (bokslutskommuniké) (as applicable) for such period prepared in accordance with the Accounting Principles;
(iii) as soon as practicable following an acquisition or disposal of Notes by a Group Company, the quarterly and yearly interim unaudited consolidated reports of the Group, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer’s board of directorsaggregate Nominal Amount held by Group Companies; and
(iiiiv) any other information required by the Swedish Securities Markets Act (lag (2007:582) om värdepappersmarknaden) and the rules and regulations of the Regulated Market on which the Bonds Notes are listedregistered and admitted to trading.
(b) The Issuer shall immediately notify the Bondholders Noteholders and the Agent when the Issuer is or becomes upon becoming aware of (i) the occurrence of a Change of Control Event or a Listing Failure Event. A notice may be given in advance of the occurrence of such event, conditioned upon the occurrence thereof.
(c) If the Agent is investigating an event or circumstance which it reasonably believes is an Event of Default or which would (iiwith the expiry of a grace period, the giving of notice or any combination of any of the foregoing) constitute an Event of Default, the Issuer shall within 30 days from the Agent's request submit a compliance certificate to the Agent. Such compliance certificate shall be in a form agreed between the Issuer and the Agent and shall contain (i) a confirmation that no Event of Default has occurred (or if an Event of Default has occurred, what steps have been taken to remedy it), and shall provide the Agent with such further information as the Agent may request (acting reasonablyii) following receipt of such notice.
(c) When the financial statements and other information are made available the Bondholders pursuant to paragraph (a) above, the Issuer shall send copies of such financial statements and other information any notices sent to the AgentRegulated Market on which the Notes are listed.
(d) The Issuer shall issue a Compliance Certificate to the Agent in connection with the incurrence of Financial Indebtedness or the making of a Restricted Payment.
(e) The Issuer shall immediately notify the Agent (with full particulars) when the Issuer is or becomes 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 grace period, the giving of notice, the making of any determination notice or any combination of any of the foregoing) constitute an Event of Default, and shall provide the Agent with such further information as it may reasonably request in writing 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.
(fe) The Issuer is only obliged to inform the Agent according to this Clause 11.1 10.1 if informing the Agent would not conflict with any applicable laws or, when or the Bonds are rules and regulations of a securities market on which any securities of the Issuer is listed, the Issuer's registration contract with the Regulated Market. If such a conflict would exist pursuant to the listing contract with the Regulated Market rules and regulation of such securities market or otherwise, the Issuer shall however be obliged to either seek approval from the Regulated Market relevant securities market or undertake other reasonable measures, including entering into a non-disclosure agreement with the Agent, in order to be able to timely inform the Agent according to this Clause 11.110.1.
(g) When and for as long as the Bonds are listed, the reports referred to under Clause 11.1(a) shall, in addition, be prepared in accordance with IFRS and made available in accordance with the rules and regulations of NASDAQ Stockholm (or any other Regulated Market, as applicable) (as amended from time to time) and the Swedish Securities Market Act (Sw. lag (2007:528) om värdepappersmarknaden).
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Information from the Issuer. (a) 10.1.1 The Issuer shall will make the following information available in the English language to the Bondholders Noteholders by way of press release and by publication on the website of the Issuer:
(ia) 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 and its direct Subsidiaries and indirect subsidiariesthe audited unconsolidated financial statements of the Issuer for that financial year;
(b) 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 unaudited consolidated financial statements of the Issuer and its Subsidiaries, the unaudited unconsolidated financial statements of the Issuer or the year-end report (Sw. bokslutskommunike) (as applicable) for such period, in each case, 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;
(iic) as soon as the same become available, but in any event within two (2) months after the end practicable following an acquisition or disposal of the relevant interim periodNotes by a Group Company, the quarterly and yearly interim unaudited consolidated reports aggregate Nominal Amount held by Group Companies, or the amount of the Group, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from Notes cancelled by the Issuer’s board of directors; and
(iiid) as applicable in respect of the Notes, any other information required by the Swedish Securities Markets Act (Sw. lag (2007:582) om värdepappersmarknadenvardepappersmarknaden) and the rules and regulations of the Regulated Market on which the Bonds Notes are listedadmitted to trading.
(b) 10.1.2 The Issuer shall immediately notify the Bondholders Noteholders and the Agent when the Issuer is or becomes upon becoming aware of (i) the occurrence of a Change of Control Event. Such notice may be given in advance of the occurrence of a Change of Control Event, or (ii) that an Event of Default has occurred, and shall provide conditioned upon the Agent with such further information as the Agent may request (acting reasonably) following receipt occurrence of such noticeChange of Control Event, if a definitive agreement is in place providing for a Change of Control Event.
(c) When the financial statements and other information are made available the Bondholders pursuant to paragraph (a) above, the Issuer shall send copies of such financial statements and other information to the Agent.
(d) 10.1.3 The Issuer shall issue a Compliance Certificate to the Agent (i) in connection with payment of any Distribution or the incurrence of Financial Indebtedness if such payment or incurrence requires that the making Incurrence Test is met and (ii) at the Agent’s reasonable request, within twenty (20) calendar days from such request. The compliance certificate shall be in a form agreed between the Issuer and the Agent and include figures in respect of a Restricted Paymentthe Incurrence Test and the basis on which it has been calculated (as applicable).
(e) 10.1.4 The Issuer shall immediately is obligated to promptly notify the Agent (with full particulars) when the Issuer is or becomes 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 grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) constitute an Event of Default, and shall provide the Agent with such further information as it may reasonably request in writing 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.
(f) The Issuer is only obliged to inform the Agent according to this Clause 11.1 if informing the Agent would not conflict with any applicable laws or, when the Bonds are listed, the Issuer's registration contract with the Regulated Market. If such a conflict would exist pursuant to the listing contract with the Regulated Market or otherwise, the Issuer shall however be obliged to either seek approval from the Regulated Market or undertake other reasonable measures, including entering into a non-disclosure agreement with the Agent, in order to be able to timely inform the Agent according to this Clause 11.1.
(g) When and for as long as the Bonds are listed, the reports referred to under Clause 11.1(a) shall, in addition, be prepared in accordance with IFRS and made available in accordance with the rules and regulations of NASDAQ Stockholm (or any other Regulated Market, as applicable) (as amended from time to time) and the Swedish Securities Market Act (Sw. lag (2007:528) om värdepappersmarknaden).
Appears in 1 contract
Samples: Amendment and Restatement Agreement