Negotiability. This permanent Global Bond is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Bond is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Bond and the Issuer has waived against such holder and any previous holder of this permanent Global Bond all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Bond; and 3 payment upon due presentation of this permanent Global Bond as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Bond. No provisions of this permanent Global Bond shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Bonds when due in accordance with the Conditions and the Guarantee. This permanent Global Bond shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent. This permanent Global Bond and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Bond to be duly signed on its behalf. Dated as of the Issue Date. ELLEVIO AB (PUBL) By: CERTIFICATE OF AUTHENTICATION This permanent Global Bond is authenticated by or on behalf of the Issuing and Paying Agent. CITIBANK, N.A., LONDON BRANCH as Issuing and Paying Agent By: Authorised Signatory For the purposes of authentication only. The First Schedule Nominal amount of Bonds represented by this permanent Global Bond The following (i) issues of Bonds initially represented by this permanent Global Bond, (ii) exchanges of interests in a temporary Global Bond for interests in this permanent Global Bond, (iii) exchanges of the whole or a part of this permanent Global Bond for Definitive Bonds, (iv) cancellations or forfeitures of interests in this permanent Global Bond and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Bond have been made, resulting in the nominal amount of this permanent Global Bond specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Bond Reason for increase/decrease in nominal amount of this permanent Global Bond (initial issue, exchange, cancellation, redemption purchase forfeiture or payment, stating amount of payment made) Nominal amount of this permanent Global Bond following such increase/decrease Notation made by or on behalf of the Issuing and Paying Agent The Second Schedule Payments of Interest The following payments of interest or Interest Amount (as defined in the Conditions) in respect of this Permanent Global Bond have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Issuing and Paying Agent The Third Schedule [Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Bonds as the Third Schedule.] The Fourth Schedule Exercise of Bondholders’ Option The following exercises of the option of the Bondholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Bond: Date of exercise Nominal amount of this permanent Global Bond in respect of which exercise is made Date of which exercise of such option is effective Notation made by or on behalf of the Issuing and Paying Agent Schedule 1 Part C Form of NGN Temporary Global Bond THIS NGN TEMPORARY GLOBAL BOND AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND NEITHER THIS NGN TEMPORARY GLOBAL BOND NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ELLEVIO AB (PUBL) (Incorporated with limited liability under the laws of Sweden with registered number 556037-7326) MULTICURRENCY BOND PROGRAMME guaranteed by ELLEVIO HOLDING 4 AB (Incorporated with limited liability in Sweden with registered number 559005-2451) TEMPORARY GLOBAL BOND Temporary Global Bond No. [●] This temporary Global Bond is issued in respect of the Bonds (the “Bonds”) of the Sub-Class and Series specified in Part A of the Schedule hereto of Ellevio AB (publ) (the “Issuer”) and guaranteed by Ellevio Holding 4 AB (the “Guarantor”).
Appears in 1 contract
Samples: www.ellevio.se
Negotiability. This permanent Permanent Global Bond Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Permanent Global Bond Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Permanent Global Bond Note and the Issuer has waived against such holder and any previous holder of this permanent Permanent Global Bond Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global BondNote; and 3 payment upon due presentation to, or to the order of, the bearer of this permanent Permanent Global Bond Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Permanent Global BondNote. No provisions of this permanent Permanent Global Bond Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Bonds Notes when due in accordance with the Conditions and the Guarantee. This permanent Permanent Global Bond Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing Fiscal Agent and Paying Agenteffectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This permanent Permanent Global Bond and any non-contractual obligations arising out of or in connection with it are Note shall be governed by and shall be construed in accordance with English lawlaw and the Issuer irrevocably submits to the jurisdiction of the courts of England in connection herewith. In witness whereof the Issuer has caused this permanent Permanent Global Bond Note to be duly signed on its behalf. Dated as of the Issue Date. ELLEVIO AB HOLCIM FINANCE (PUBLLUXEMBOURG) S.A. By: CERTIFICATE OF AUTHENTICATION By: Certificate of Authentication This permanent Permanent Global Bond Note is authenticated by or on behalf of the Issuing and Paying Fiscal Agent. CITIBANK, N.A., LONDON BRANCH London Branch as Issuing and Paying Fiscal Agent By: Authorised Signatory signatory For the purposes of authentication only. The First Schedule Nominal amount of Bonds represented by this permanent Effectuation This Permanent Global Bond The following (i) issues of Bonds initially represented by this permanent Global Bond, (ii) exchanges of interests in a temporary Global Bond for interests in this permanent Global Bond, (iii) exchanges of the whole or a part of this permanent Global Bond for Definitive Bonds, (iv) cancellations or forfeitures of interests in this permanent Global Bond and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Bond have been made, resulting in the nominal amount of this permanent Global Bond specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Bond Reason for increase/decrease in nominal amount of this permanent Global Bond (initial issue, exchange, cancellation, redemption purchase forfeiture or payment, stating amount of payment made) Nominal amount of this permanent Global Bond following such increase/decrease Notation made Note is effectuated by or on behalf of the Issuing and Paying Agent The Second Common Safekeeper. Euroclear Bank SA/NV as Common Safekeeper By: Authorised signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. Schedule Payments of Interest The following payments of interest or Interest Amount (Direct Enforcement Rights This Global Note has effect as defined a deed poll conferring on Relevant Account Holders the Direct Rights referred to in the Conditions) in respect of this Permanent Global Bond have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Issuing and Paying Agent The Third Schedule [Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Bonds as the Third Schedule.] The Fourth Schedule Exercise of Bondholders’ Option The following exercises of the option of the Bondholders provided for in the Conditions have been made in respect of the stated nominal principal amount of this permanent Global Bond: Date of exercise Nominal amount Notes stated in paragraph 5 of this permanent Global Bond in respect of which exercise is made Date of which exercise of such option is effective Notation made by or on behalf of the Issuing and Paying Agent Schedule 1 Part C Form of NGN Temporary Global Bond THIS NGN TEMPORARY GLOBAL BOND AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND NEITHER THIS NGN TEMPORARY GLOBAL BOND NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ELLEVIO AB (PUBL) (Incorporated with limited liability under the laws of Sweden with registered number 556037-7326) MULTICURRENCY BOND PROGRAMME guaranteed by ELLEVIO HOLDING 4 AB (Incorporated with limited liability in Sweden with registered number 559005-2451) TEMPORARY GLOBAL BOND Temporary Global Bond No. [●] This temporary Global Bond is issued in respect of the Bonds (the “Bonds”) of the Sub-Class and Series specified in Part A of the Schedule hereto of Ellevio AB (publ) (the “Issuer”) and guaranteed by Ellevio Holding 4 AB (the “Guarantor”)Schedule.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Negotiability. This permanent Global Bond Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 Conditions the holder of this permanent Global Bond Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemptionRedemption Amount, interest or otherwise payable in respect of this permanent Global Bond Note and the Issuer has waived against such holder and any previous holder of this permanent Global Bond Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Bond; Note and 3 payment upon due presentation of this permanent Global Bond Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global BondNote. Trustee’s Powers In considering the interests of Noteholders while this permanent Global Note is held on behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders or participants with entitlements to this permanent Global Note and may consider such interests as if such accountholders or participants were the holder(s) of the Notes represented by this permanent Global Note. No provisions of this permanent Global Bond Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Bonds Notes when due in accordance with the Conditions Conditions. The Issuer and the GuaranteeGuarantor may deem and treat the bearer hereof as the absolute owner of this permanent Global Note for all purposes (whether or not this permanent Global Note shall be overdue and notwithstanding any notice of ownership or writing hereon or notice of any previous loss or theft or trust or other interest herein). Back to Contents No rights are conferred on any person under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this permanent Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act. This permanent Global Bond Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent. This permanent Global Bond and any non-contractual obligations arising out of or in connection with it are Note shall be governed by and shall be construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Bond Note to be duly signed on its behalf. Dated as of the Issue Date. ELLEVIO AB (PUBL) INTERCONTINENTAL HOTELS GROUP PLC By: CERTIFICATE OF AUTHENTICATION This permanent Global Bond Note is authenticated by or on behalf of the Issuing and Paying AgentAgent without recourse, warranty and liability. CITIBANK, N.A., LONDON BRANCH HSBC Bank plc as Issuing and Paying Agent By: Authorised Signatory For the purposes of authentication only. The First Schedule Nominal Back to Contents THE FIRST SCHEDULE Principal amount of Bonds Notes represented by this permanent Global Bond Note The following (i) issues of Bonds Notes initially represented by this permanent Global BondNote, (ii) exchanges of interests in a temporary Global Bond Note for interests in this permanent Global BondNote, (iii) exchanges of the whole or a part of this permanent Global Bond Note for Definitive BondsNotes or for Registered Notes, (iv) cancellations or forfeitures of interests in this permanent Global Bond and/or Note and or (v) payments of amounts payable upon redemption Redemption Amount in respect of this permanent Global Bond Note have been made, resulting in the nominal principal amount of this permanent Global Bond Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal principal amount of this permanent Global Bond Note Reason for increase/decrease in nominal principal amount of this permanent Global Bond Note (initial issue, exchange, cancellation, redemption purchase forfeiture or payment, stating amount of payment made) Nominal Principal amount of this permanent Global Bond Note following such increase/decrease Notation made by or on behalf of the Issuing and Paying Agent The Second Schedule Back to Contents THE SECOND SCHEDULE Payments of Interest The following payments of interest or Interest Amount (as defined in the Conditions) in respect of this Permanent Global Bond Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Issuing and Paying Agent The Third Schedule [Insert the provisions of the relevant Final Terms Pricing Supplement that relate to the Conditions or the Global Bonds Notes as the Third Schedule.] The Fourth Schedule Back to Contents THE FOURTH SCHEDULE Exercise of BondholdersNoteholders’ Option The following exercises of the option of the Bondholders Noteholders provided for in the Conditions have been made in respect of the stated nominal principal amount of this permanent Global BondNote: Date of exercise Nominal Principal amount of this permanent Global Bond in respect of which exercise is made Date of which exercise of such option is effective Notation made by or on Date of Note in respect of exercise of such behalf of the Issuing and exercise which exercise is made option is effective Paying Agent Schedule 1 Part C Form of NGN Temporary Global Bond THIS NGN TEMPORARY Back to Contents SCHEDULE 3 FORM OF GLOBAL BOND AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND NEITHER THIS NGN TEMPORARY GLOBAL BOND NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ELLEVIO AB (PUBL) (Incorporated with limited liability under the laws of Sweden with registered number 556037-7326) MULTICURRENCY BOND PROGRAMME guaranteed by ELLEVIO HOLDING 4 AB CERTIFICATE INTERCONTINENTAL HOTELS GROUP PLC (Incorporated with limited liability in Sweden England and Wales under the Companies Acts 1985 to 1989 with registered number 559005-24514551528) TEMPORARY Unconditionally and irrevocably guaranteed by SIX CONTINENTS PLC (Incorporated with limited liability in England and Wales under the Companies Xxx 0000 with registered number 913450) DEBT ISSUANCE PROGRAMME GLOBAL BOND Temporary CERTIFICATE Global Bond Certificate No. [●[ ] Registered Holder: Address of Registered Holder: Principal amount of Notes represented by this Global Certificate: This temporary Global Bond Certificate is issued in respect of the Bonds principal amount specified above of the Notes (the “Bonds”Notes) of the Sub-Class Tranche and Series specified in Part A of the Schedule hereto of Ellevio AB (publ) InterContinental Hotels Group PLC (the “Issuer”) and guaranteed by Ellevio Holding 4 AB Six Continents PLC. This Global Certificate certifies that the Registered Holder (as defined above) is registered as the holder of such principal amount of the Notes at the date hereof. Interpretation and Definitions References in this Global Certificate to the “Guarantor”Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 6 to the Trust Deed dated 24th September, 2003 (as amended or supplemented as at the Issue Date, the Trust Deed) between the Issuer, Six Continents PLC as guarantor and HSBC Trustee (C.I.) Limited as trustee, as supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in the Schedule hereto)., which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Trust Deed. Promise to Pay The Issuer, for value received, promises to pay to the holder of the Notes represented by this Global Certificate upon presentation and (when no further payment is due in respect of the Notes represented by this Global Certificate) surrender of this Global Certificate on the Maturity Date (or on such earlier date as the Redemption Amount may become repayable in accordance with the Conditions) the Redemption Amount in respect of the Notes represented by this Global Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Back to Contents For the purposes of this Global Certificate, (a) the holder of the Notes represented by this Global Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Global Certificate. Transfer of Notes represented by permanent Global Certificates If the Schedule hereto states that the Notes are to be represented by a permanent Global Certificate on issue, transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 2(b) may only be made in part:
Appears in 1 contract
Negotiability. This permanent Global Bond is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Bond is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Bond and the Issuer has waived against such holder and any previous holder of this permanent Global Bond all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Bond; and 3 payment upon due presentation of this permanent Global Bond as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Bond. No provisions of this permanent Global Bond shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Bonds when due in accordance with the Conditions and the Guarantee. This permanent Global Bond shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying AgentAgent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This permanent Global Bond and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Bond to be duly signed on its behalf. Dated as of the Issue Date. ELLEVIO AB (PUBL) By: CERTIFICATE OF AUTHENTICATION This permanent Global Bond is authenticated by or on behalf of the Issuing and Paying Agent. CITIBANK, N.A., LONDON BRANCH as Issuing and Paying Agent By: Authorised Signatory For the purposes of authentication only. The First Schedule Nominal amount of Bonds represented by this Effectuation This permanent Global Bond The following (i) issues of Bonds initially represented by this permanent Global Bond, (ii) exchanges of interests in a temporary Global Bond for interests in this permanent Global Bond, (iii) exchanges of the whole or a part of this permanent Global Bond for Definitive Bonds, (iv) cancellations or forfeitures of interests in this permanent Global Bond and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Bond have been made, resulting in the nominal amount of this permanent Global Bond specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Bond Reason for increase/decrease in nominal amount of this permanent Global Bond (initial issue, exchange, cancellation, redemption purchase forfeiture or payment, stating amount of payment made) Nominal amount of this permanent Global Bond following such increase/decrease Notation made is effectuated by or on behalf of the Issuing and Paying Agent The Second Schedule Payments of Interest The following payments of interest or Interest Amount (Common Safekeeper. EUROCLEAR BANK SA/NV as defined in the Conditions) in respect of this Permanent Global Bond have been madeCommon Safekeeper By: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Issuing and Paying Agent The Third Authorised Signatory Schedule [Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Bonds as the Third Schedule.] The Fourth Schedule Exercise of Bondholders’ Option The following exercises of the option of the Bondholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Bond: Date of exercise Nominal amount of this permanent Global Bond in respect of which exercise is made Date of which exercise of such option is effective Notation made by or on behalf of the Issuing and Paying Agent Schedule 1 Part C E Form of NGN Temporary Global Bond Certificate THE BONDS IN RESPECT OF WHICH THIS NGN TEMPORARY GLOBAL BOND CERTIFICATE IS ISSUED AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND NEITHER THIS NGN TEMPORARY GLOBAL BOND NOR ANY PORTION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ELLEVIO AB (PUBL) (Incorporated with limited liability under the laws of Sweden with registered number 556037-7326) MULTICURRENCY BOND PROGRAMME guaranteed by ELLEVIO HOLDING 4 AB (Incorporated with limited liability in Sweden with registered number 559005-2451) TEMPORARY GLOBAL BOND Temporary CERTIFICATE Global Bond Certificate No. [●] This temporary Global Bond Certificate is issued in respect of the Bonds (the “Bonds”) of the Sub-Class and Series specified in Part A of the Schedule hereto of Ellevio AB (publ) (the “Issuer”) and guaranteed by Ellevio Holding 4 AB (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Bonds of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto and that the Registered Holder is a nominee of the Common Safekeeper for Euroclear and Clearstream, Luxembourg.
Appears in 1 contract
Samples: www.ellevio.se
Negotiability. This permanent Permanent Global Bond Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Permanent Global Bond Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Permanent Global Bond Note and the Issuer has waived against such holder and any previous holder of this permanent Permanent Global Bond Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global BondNote; and 3 payment upon due presentation to, or to the order of, the bearer of this permanent Permanent Global Bond Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Permanent Global BondNote. No provisions of this permanent Permanent Global Bond Note shall alter or impair the obligation of the Issuer [and the Guarantor Guarantor]* to pay the principal and premium of and interest on the Bonds Notes when due in accordance with the Conditions [and the Guarantee]***. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].** * Include for Notes listed on the Luxembourg Stock Exchange. ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. * Delete as applicable. ** Include for Notes issued by Holcim Finance (Luxembourg) S.A. This permanent Permanent Global Bond Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing Fiscal Agent and Paying Agenteffectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This permanent Permanent Global Bond and any non-contractual obligations arising out of or in connection with it are Note shall be governed by and shall be construed in accordance with English lawlaw and the Issuer irrevocably submits to the jurisdiction of the English courts in connection herewith. In witness whereof the Issuer has caused this permanent Permanent Global Bond Note to be duly signed on its behalf. Dated as of the Issue Date. ELLEVIO AB [HOLCIM FINANCE (PUBLLUXEMBOURG) S.A.] [HOLCIM US FINANCE S.À X.X. & CIE S.C.S.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]*** By: CERTIFICATE OF AUTHENTICATION **** *** Delete as applicable. **** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance S.à x.x. & Cie S.C.S., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. Certificate of Authentication This permanent Permanent Global Bond Note is authenticated by or on behalf of the Issuing and Paying Fiscal Agent. CITIBANK, N.A., LONDON BRANCH London Branch as Issuing and Paying Fiscal Agent By: Authorised Signatory signatory For the purposes of authentication only. The First Schedule Nominal amount of Bonds represented by this permanent Effectuation This Permanent Global Bond The following (i) issues of Bonds initially represented by this permanent Global Bond, (ii) exchanges of interests in a temporary Global Bond for interests in this permanent Global Bond, (iii) exchanges of the whole or a part of this permanent Global Bond for Definitive Bonds, (iv) cancellations or forfeitures of interests in this permanent Global Bond and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Bond have been made, resulting in the nominal amount of this permanent Global Bond specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Bond Reason for increase/decrease in nominal amount of this permanent Global Bond (initial issue, exchange, cancellation, redemption purchase forfeiture or payment, stating amount of payment made) Nominal amount of this permanent Global Bond following such increase/decrease Notation made Note is effectuated by or on behalf of the Issuing and Paying Agent Common Safekeeper. Clearstream Banking S.A./ Euroclear Bank SA/NV as Common Safekeeper By: Authorised signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The Second Schedule Payments of Interest The following payments of interest or Interest Amount (as defined in the Conditions) in respect of this Permanent Global Bond have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Issuing and Paying Agent The Third Schedule [Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Bonds as the Third Schedule.INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SCHEDULE] The Fourth Schedule Exercise of Bondholders’ Option The following exercises of the option of the Bondholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Bond: Date of exercise Nominal amount of this permanent Global Bond in respect of which exercise is made Date of which exercise of such option is effective Notation made by or on behalf of the Issuing and Paying Agent Schedule 1 Part C E Form of NGN Temporary Permanent Global Bond THIS NGN TEMPORARY GLOBAL BOND AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED Certificate [HOLCIM FINANCE (THE “SECURITIES ACT”LUXEMBOURG) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND NEITHER THIS NGN TEMPORARY GLOBAL BOND NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ELLEVIO AB S.A. (PUBL) (Incorporated with a public limited liability company (société anonyme) incorporated under the laws of Sweden the Grand-Duchy of Luxembourg, whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 92528)] [HOLCIM US FINANCE S.À X.X. & CIE S.C.S. (a société en commandite simple, incorporated under the laws of the Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number 556037-7326B 112666)] [HOLCIM FINANCE US LLC (incorporated in Delaware as a limited liability company formed on 31 August 2016, whose registered office is at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America)] [HOLCIM STERLING FINANCE (NETHERLANDS) MULTICURRENCY BOND PROGRAMME guaranteed by ELLEVIO HOLDING 4 AB B.V. (Incorporated a private company with limited liability in Sweden (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose registered office is at Xxxxxx Xxxxxxxxxxxxxx 00 X, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and which is registered with the trade register maintained by the Dutch Chamber of Commerce under number 65563921)] [HOLCIM LTD (a limited liability company incorporated under the laws of Switzerland, whose registered office is at Xxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx and which is registered with the Commercial Register of the Canton of Zug under number 559005-2451) TEMPORARY CHE-100.136.893)]* EUR 15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME [guaranteed by HOLCIM LTD]** PERMANENT GLOBAL BOND Temporary CERTIFICATE Permanent Global Bond Certificate No. [●] This temporary Permanent Global Bond Certificate is issued in respect of the Bonds Notes (the “BondsNotes”) of the Sub-Class Tranche and Series specified in Part A of the Schedule hereto of Ellevio AB [Holcim Finance (publLuxembourg) S.A.], [Holcim US Finance S.à x.x. & Cie S.C.S.], [Holcim Finance US LLC], [Holcim Sterling Finance (Netherlands) B.V.], [Holcim Ltd]* (the “Issuer”) [and guaranteed by Ellevio Holding 4 AB Holcim Ltd (the “Guarantor”).]** This Permanent Global Certificate certifies that the person whose name is entered into the Register (the “Registered * Delete as applicable. ** Delete for Notes issued by Holcim Ltd. Holder”) is registered in the Register as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Permanent Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 4 August 2021 between the Issuer, the Guarantor, Citibank, N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Permanent Global Certificate (including the supplemental definitions and any modifications or additions set out in part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement. Promise to Pay The Issuer, for value received, promises to pay to the Registered Holder of the Notes represented by this Permanent Global Certificate upon surrender of this Permanent Global Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Permanent Global Certificate and (unless the Notes represented by this Permanent Global Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Permanent Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except for 25 December and 1 January. For the purposes of this Permanent Global Certificate, (a) the holder of the Notes represented by this Permanent Global Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Permanent Global Certificate, (c) this Permanent Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Permanent Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Permanent Global Certificate.
Appears in 1 contract
Samples: Agency Agreement
Negotiability. This permanent Permanent Global Bond Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Permanent Global Bond Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Permanent Global Bond Note and the Issuer has waived against such holder and any previous holder of this permanent Permanent Global Bond Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global BondNote; and 3 payment upon due presentation to, or to the order of, the bearer of this permanent Permanent Global Bond Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Permanent Global BondNote. No provisions of this permanent Permanent Global Bond Note shall alter or impair the obligation of the Issuer [and the Guarantor Guarantor]*** to pay the principal and premium of and interest on the Bonds Notes when due in accordance with the Conditions [and the Guarantee]***. This permanent Permanent Global Bond Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Fiscal Agent. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].**** This permanent Permanent Global Bond and any non-contractual obligations arising out of or in connection with it are Note shall be governed by and shall be construed in accordance with English lawlaw and the Issuer irrevocably submits to the jurisdiction of the English courts in London in connection herewith. In witness whereof the Issuer has caused this permanent Permanent Global Bond Note to be duly signed on its behalf. Dated as of the Issue Date. ELLEVIO AB [HOLCIM FINANCE (PUBLLUXEMBOURG) S.A.] [HOLCIM US FINANCE (LUXEMBOURG) S.A.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]* By**: CERTIFICATE OF AUTHENTICATION ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. *** Delete as applicable. **** Include for Notes issued by Holcim Finance (Luxembourg) S.A. * Delete as applicable. ** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance (Luxembourg) S.A., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. Certificate of Authentication This permanent Permanent Global Bond Note is authenticated by or on behalf of the Issuing and Paying Fiscal Agent. CITIBANK, N.A., LONDON BRANCH London Branch as Issuing and Paying Fiscal Agent By: Authorised Signatory signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal amount Amount of Bonds represented Notes Represented by this permanent Permanent Global Bond Note The following (i) issues of Bonds Notes initially represented by this permanent Permanent Global BondNote, (ii) exchanges of interests in a temporary Temporary Global Bond Note for interests in this permanent Permanent Global BondNote, (iii) exchanges of the whole or a part of this permanent Permanent Global Bond Note for Definitive BondsNotes, for Registered Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Permanent Global Bond Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Permanent Global Bond Note have been made, resulting in the nominal amount of this permanent Permanent Global Bond Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Permanent Global Bond Note Reason for increase/decrease in nominal amount of this permanent Permanent Global Bond Note (initial issue, exchange, cancellation, redemption purchase forfeiture or payment, stating amount of payment made) Nominal amount Amount of this permanent Permanent Global Bond Note following such increase/decrease Notation made by or on behalf of the Issuing Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and Paying nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount (as defined in the Conditions) in respect of this Permanent Global Bond Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Issuing and Paying Fiscal Agent The Third Schedule [Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Bonds as the Third ScheduleINSERT THE PROVISIONS OF PART A OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE.] The Fourth Schedule Exercise of BondholdersNoteholders’ Option The following exercises of the option of the Bondholders Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Permanent Global BondNote: Date of exercise Nominal amount Amount of this permanent Permanent Global Bond Note in respect of which exercise is made Date of on which exercise of such option is effective Notation made by or on behalf of the Issuing and Paying Fiscal Agent Schedule 1 Part C C Form of NGN Temporary Global Bond THIS NGN TEMPORARY GLOBAL BOND AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED Note [HOLCIM FINANCE (THE “SECURITIES ACT”LUXEMBOURG) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND NEITHER THIS NGN TEMPORARY GLOBAL BOND NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ELLEVIO AB S.A. (PUBL) (Incorporated with a public limited liability company (société anonyme) incorporated for an unlimited duration under the laws of Sweden the Grand-Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 92528)] [HOLCIM US FINANCE (LUXEMBOURG) S.A. (a société anonyme, incorporated under the laws of the Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number 556037-7326B 112666)] [HOLCIM STERLING FINANCE (NETHERLANDS) MULTICURRENCY BOND PROGRAMME guaranteed by ELLEVIO HOLDING 4 AB B.V. (Incorporated a private company with limited liability in Sweden (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose registered office is at Xxxxxx Xxxxxxxxxxxxxx 00 X, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and which is registered with the trade register maintained by the Dutch Chamber of Commerce under number 65563921)] [HOLCIM LTD (a limited liability company incorporated under the laws of Switzerland, whose registered office is at Xxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx and which is registered with the Commercial Register of the Canton of Zug under number 559005-2451) CHE-100.136.893)]* EUR 15,000,000,000 Euro Medium Term Note Programme [guaranteed by HOLCIM LTD]** TEMPORARY GLOBAL BOND NOTE Temporary Global Bond Note No. [●] This temporary Temporary Global Bond Note is issued in respect of the Bonds Notes (the “BondsNotes”) of the Sub-Class Tranche and Series specified in Part A of the Schedule hereto of Ellevio AB [Holcim Finance (publLuxembourg) S.A.], [Holcim US Finance (Luxembourg) S.A.], [Holcim Sterling Finance (Netherlands) B.V.], [Holcim Ltd]* (the “Issuer”) [and guaranteed by Ellevio Holding 4 AB Holcim Ltd (the “Guarantor”).]**. Interpretation and Definitions References in this Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 3 August 2023 between the Issuer, the other issuers named therein, the Guarantor, Citibank, N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part * Delete as applicable. ** Delete for Notes issued by Holcim Ltd A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this Temporary Global Note is a “C Rules Note”, otherwise this Temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby,
Appears in 1 contract
Samples: Agency Agreement
Negotiability. This permanent Permanent Global Bond Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Permanent Global Bond Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Permanent Global Bond Note and the Issuer has waived against such holder and any previous holder of this permanent Permanent Global Bond Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global BondNote; and 3 payment upon due presentation to, or to the order of, the bearer of this permanent Permanent Global Bond Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Permanent Global BondNote. No provisions of this permanent Permanent Global Bond Note shall alter or impair the obligation of the Issuer [and the Guarantor Guarantor]*** to pay the principal and premium of and interest on the Bonds Notes when due in accordance with the Conditions [and the Guarantee]***. This permanent Permanent Global Bond Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Fiscal Agent. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].**** This permanent Permanent Global Bond and any non-contractual obligations arising out of or in connection with it are Note shall be governed by and shall be construed in accordance with English lawlaw and the Issuer irrevocably submits to the jurisdiction of the English courts in connection herewith. In witness whereof the Issuer has caused this permanent Permanent Global Bond Note to be duly signed on its behalf. Dated as of the Issue Date. ELLEVIO AB [HOLCIM FINANCE (PUBLLUXEMBOURG) S.A.] [HOLCIM US FINANCE S.À X.X. & CIE S.C.S.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]* * Include for Notes listed on the Luxembourg Stock Exchange. ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. *** Delete as applicable. **** Include for Notes issued by Holcim Finance (Luxembourg) S.A. * Delete as applicable. By**: CERTIFICATE OF AUTHENTICATION ** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance S.à x.x. & Cie S.C.S., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. Certificate of Authentication This permanent Permanent Global Bond Note is authenticated by or on behalf of the Issuing and Paying Fiscal Agent. CITIBANK, N.A., LONDON BRANCH London Branch as Issuing and Paying Fiscal Agent By: Authorised Signatory signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal amount Amount of Bonds represented Notes Represented by this permanent Permanent Global Bond Note The following (i) issues of Bonds Notes initially represented by this permanent Permanent Global BondNote, (ii) exchanges of interests in a temporary Temporary Global Bond Note for interests in this permanent Permanent Global BondNote, (iii) exchanges of the whole or a part of this permanent Permanent Global Bond Note for Definitive BondsNotes, for Registered Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Permanent Global Bond Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Permanent Global Bond Note have been made, resulting in the nominal amount of this permanent Permanent Global Bond Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Permanent Global Bond Note Reason for increase/decrease in nominal amount of this permanent Permanent Global Bond Note (initial issue, exchange, cancellation, redemption purchase forfeiture or payment, stating amount of payment made) Nominal amount Amount of this permanent Permanent Global Bond Note following such increase/decrease Notation made by or on behalf of the Issuing Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and Paying nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount (as defined in the Conditions) in respect of this Permanent Global Bond Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Issuing and Paying Fiscal Agent The Third Schedule [Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Bonds as the Third ScheduleINSERT THE PROVISIONS OF PART A OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE.] The Fourth Schedule Exercise of BondholdersNoteholders’ Option The following exercises of the option of the Bondholders Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Permanent Global BondNote: Date of exercise Nominal amount Amount of this permanent Permanent Global Bond Note in respect of which exercise is made Date of on which exercise of such option is effective Notation made by or on behalf of the Issuing and Paying Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Bond THIS NGN TEMPORARY GLOBAL BOND AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED Note [HOLCIM FINANCE (THE “SECURITIES ACT”LUXEMBOURG) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND NEITHER THIS NGN TEMPORARY GLOBAL BOND NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ELLEVIO AB S.A. (PUBL) (Incorporated with a public limited liability company (société anonyme) incorporated for an unlimited duration under the laws of Sweden the Grand-Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with registered the Luxembourg Register of Commerce and Companies under number 556037-7326) MULTICURRENCY BOND PROGRAMME guaranteed by ELLEVIO HOLDING 4 AB B 92528)] [HOLCIM US FINANCE S.À X.X. & CIE S.C.S. (Incorporated with limited liability in Sweden with registered number 559005-2451) TEMPORARY GLOBAL BOND Temporary Global Bond No. [●] This temporary Global Bond is issued in respect a société en commandite simple, incorporated under the laws of the Bonds Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 112666)] [HOLCIM STERLING FINANCE (the “Bonds”NETHERLANDS) of the Sub-Class and Series specified in Part A of the Schedule hereto of Ellevio AB (publ) (the “Issuer”) and guaranteed by Ellevio Holding 4 AB (the “Guarantor”).B.V.
Appears in 1 contract
Samples: Agency Agreement
