Information to Bondholders. 12.1 Information from the Issuer (a) The Issuer shall make the following information available in the English language by publication on the website of the Issuer: (i) as soon as the same become available, but in any event within four months after the end of each financial year, the annual audited consolidated financial statements for that financial year of the Group prepared in accordance with the Accounting Principles; (ii) as soon as the same become available, but in any event within two months after the end of each of the first three quarters of its financial year and within three months after the end of the last quarter of its financial year, the quarterly interim unaudited consolidated reports or the year-end report (as applicable) of the Group for such period (the first report covering the period ending on the last day of the calendar quarter in which the First Issue Date occurs) prepared in accordance with the Accounting Principles; (iii) as soon as practicable following an acquisition or disposal of Bonds by a Group Company, the aggregate Nominal Amount held by Group Companies, or the amount of Bonds cancelled by the Issuer; and (iv) any other information required by Danish law, including but not limited to the Danish Securities Trading Act, and the rules and regulations of the Regulated Market on which the Bonds are admitted to trading. (b) The Issuer shall in each quarterly interim report delivered, disclose the amount of Bonds cancelled or issued by the Issuer during the financial quarter pertaining to such report, provided that no such information shall be necessary if no Bonds have been cancelled or issued during the relevant financial quarter. (c) The Issuer shall immediately notify the Agent and the Bondholders upon becoming aware of the occurrence of a Change of Control Event, Listing Failure or Delisting, and shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such notice. (d) When the Financial Report and other information are made available to the Bondholders pursuant to Clause 12.1(a), the Issuer shall send copies of such Financial Report and other information to the Agent. (e) The Issuer shall submit a Compliance Certificate to the Agent: (i) upon the occurrence of an Incurrence Test Event; and
Appears in 2 contracts
Samples: Second Amendment and Restatement Agreement, First Amendment and Restatement Agreement
Information to Bondholders. 12.1 13.1 Information from the IssuerIssuer
(a) The Issuer shall make the following information available in the English language by publication on the website of the Issuershall:
(i) except as soon as the same become availableset out in paragraph (b) below, but in any event within four months after the end of each financial year, prepare and make available the annual audited consolidated financial statements for that financial year of the Group prepared in accordance with Group, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Accounting PrinciplesIssuer’s board of directors, on its website not later than four (4) months after the expiry of each financial year;
(ii) except as soon as the same become availableset out in paragraph (b) below, but in any event within two months after the end of each of the first three quarters of its financial year prepare and within three months after the end of the last quarter of its financial year, make available the quarterly interim unaudited consolidated reports or the year-end report (as applicable) of the Group for such period Group, including a profit and loss account, a balance sheet and management commentary or report from the Issuer’s board of directors, on its website not later than two (2) months after the first report covering the period ending on the last day expiry of the calendar quarter in which the First Issue Date occurs) prepared in accordance with the Accounting Principleseach relevant interim period;
(iii) as soon as practicable following an acquisition or disposal of Bonds by issue a Group Company, Compliance Certificate to the aggregate Nominal Amount held by Group Companies, or the amount of Bonds cancelled by the IssuerAgent:
(A) in connection with each Financial Report; and
(B) no later than when a compliance certificate is to be provided under the Senior Unsecured Loan Agreement for the testing of Financial Covenants;
(iv) any other information required by Danish law, including but not limited no later than five (5) Business Days from each date referred to in Clause 10(a) issue a Compliance Certificate to the Danish Securities Trading Act, and Agent certifying that the rules and regulations Capital Nominal Amount does not exceed the relevant percentage of the Regulated Market on which the Bonds are admitted to trading.Initial Capital Nominal Amount as set out in Clause 10(a);
(bv) The Issuer shall in each quarterly interim report deliveredissue a Compliance Certificate to the Agent at the Agent’s request, disclose the amount of Bonds cancelled or issued by the Issuer during the financial quarter pertaining to within twenty (20) days from such report, provided that no such information shall be necessary if no Bonds have been cancelled or issued during the relevant financial quarter.request;
(cvi) The Issuer shall immediately keep the latest version of the Terms and Conditions available on the website of the Group;
(vii) no later than 30 September 2021 notify the Agent of the Financial Covenants (and provide such further information regarding the determination of the Financial Covenants as the Agent may reasonably request) and no later than as from such date publish and keep a summary of the latest version of the Financial Covenants available on the website of the Group showing the relevant stipulated levels for the financial ratios, their main components, the Measurement Dates and the Bondholders upon becoming Measurement Periods; and
(viii) promptly notify the Agent when the Issuer is or becomes aware of (i) the occurrence of a Change of Control Event, Listing Failure Event (ii) that an obligation to mandatory redeem Bonds has occurred or Delistingwill occur or (iii) that an Event of Default has occurred, and shall provide the Agent with information on how redemption amounts has been calculated (when relevant) and such further information as the Agent may request (acting reasonably) following receipt of such notice.
(b) The stipulated latest dates for making available the annual audited consolidated financial statements and quarterly interim unaudited consolidated reports set out in items (i) and (ii) of paragraph (a) above shall not apply if and to the extent that the Senior Lenders have amended, waived or postponed the stipulated latest date for making available the corresponding financial statements and/or reports under the Senior Unsecured Loan Agreement, provided that any such amendment, waiver or postponement will not have effect for the purpose of the obligation to deliver statements or reports under the Terms and Conditions to the extent it exceeds two (2) months;
(c) Save as set out in paragraph (b) above, when the Bonds have been listed, the reports referred to under items (i) and (ii) of paragraph (a) above shall, in addition, be prepared in accordance with IFRS and made available in accordance with the rules and regulations of the relevant Regulated Market or MTF and the Swedish Securities Market Act (lag (2007:528) om värdepappersmarknaden) and Regulation No 596/2014 on market abuse (Market Abuse Regulation).
(d) When the Financial Report financial statements and other information are made available to the Bondholders pursuant to Clause 12.1(a13.1(a), the Issuer shall send copies of such Financial Report financial statements and other information to the Agent.
(e) The Issuer shall submit a Compliance Certificate to immediately notify the Agent: Agent (iwith full particulars) upon becoming aware of the occurrence of any event or circumstance which constitutes an Incurrence Test Event; andEvent 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 13.1 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 or MTF. If such a conflict would exist pursuant to the listing contract with the Regulated Market or MTF or otherwise, the Issuer shall however be obliged to either seek approval from the Regulated Market or MTF 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 13.1.
Appears in 1 contract
Samples: Terms and Conditions
Information to Bondholders. 12.1 11.1 Information from the Issuer
(a) The Issuer shall will make the following information available in to the English language Bondholders 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 audited consolidated financial statements of the Issuer Group and the annual audited unconsolidated financial statements of the Issuer, for that financial year of the Group prepared in accordance with the Accounting Principlesyear;
(ii) as soon as the same become available, but in any event within two (2) months after the end of each of the first three quarters of its financial year and within three months after the end of the last quarter of its financial year, the Issuer Group's quarterly interim unaudited consolidated financial statements and the quarterly interim unaudited unconsolidated reports of the Issuer, or the year-end report (as applicable) of the Group for such period (the first report covering the period ending on the last day of the calendar quarter in which the First Issue Date occurs) prepared in accordance with the Accounting Principlesperiod;
(iii) as soon as practicable following an acquisition or disposal of Bonds by a Group Company, the aggregate Nominal Amount held by Group Companies, or the amount of Bonds cancelled by the Issuer; and
(iv) any other information required by Danish law, including but not limited to the Danish Swedish Securities Trading Act, Markets Act (lag 2007:582 om vardepappersmarkanden) and the rules and regulations of the Regulated Market on which the Bonds are admitted to tradinglisted.
(b) The Issuer shall in each quarterly interim report delivered, disclose When the amount of Bonds cancelled or issued by the Issuer during the financial quarter pertaining to such report, provided that no such information shall be necessary if no Bonds have been cancelled or issued during listed, the relevant financial quarterreports referred to in Clause 11.1(a)(ii) shall be prepared in accordance with IFRS and be made available in accordance with the rules and regulations of Nasdaq Stockholm (as amended from time to time) and the Swedish Securites Market Act (lag (2007.•582) om yordepappersmarknaden).
(c) The Issuer shall immediately promptly notify the Agent Bondholders and the Bondholders Agent upon becoming aware of the occurrence of a Change of Control Event. Such notice may be given in advance of the occurrence of a Change of Control Event, Listing Failure or Delisting, 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.
(d) When the Financial Report financial statements and other information are made available to the Bondholders pursuant to Clause 12.1(a11.1(a), the Issuer shall send copies of such Financial Report financial statements and other information to the Agent.
(e) The Issuer shall submit a duly executed Compliance Certificate to the Agent: :
(i) in connection with the incurrence of Financial Indebtedness;
(ii) together with a Financial Report; and
(iii) at the Agent's request, within twenty (20) days from such request. The Issuer shall promptly notify the Agent (with full particulars) upon becoming aware of the occurrence of any event or circumstance which constitutes:
(I) an Incurrence Test Event; andEvent 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;
Appears in 1 contract
Samples: Terms and Conditions