REPAYMENT, PURCHASE AND REDEMPTION. 1.1 Subject as provided below, each Noteholder shall be entitled to require the Company to repay the whole or any part (being £0.01 nominal or any integral multiple thereof) of the principal amount of his holding of Notes at par together with accrued interest (after deduction of tax) settled in cash or in kind, up to but excluding the date of redemption, on any date falling prior to 31 December 2034. To exercise such entitlement, the Noteholder must complete a notice of repayment (a "Notice of Repayment") set out below, stating the amount required to be repaid, the required currency of repayment and the date for repayment thereof, sign and date the Notice of Repayment and lodge the same with the Certificate at the office of the Registrar. A Notice of Repayment given in accordance with this Condition shall be irrevocable.
1.2 The Company may at any time on or after the date falling six months after the latest date of issue of any of the outstanding Notes purchase any Notes then in issue at any price by tender (available to all Noteholders alike), private treaty or otherwise by agreement with the relevant Noteholder(s).
1.3 Unless previously repaid, redeemed or purchased by the Company, the Notes shall be repaid in full at par on 31 December 2034.
1.4 On a repayment, redemption or purchase pursuant to this Condition 1 on 31 December 2034, the Company shall, if the Company so elects by notice in writing to Noteholders giving not less than 28 days' written notice, pay to each Noteholder in lieu of and in satisfaction of the principal amount of such Noteholder's Notes to be redeemed an amount of GBP equal to the amount in GBP that the USD amount equal to the principal amount of such Noteholder's Notes to be redeemed could have purchased on the date being 28 days before 31 December 2034 at the spot rate for the purchase of GBP with USD certified by the Company as prevailing at 11.00 am (London time) on that day (or, if such day is not a business day, the next following business day) or as soon as practicable thereafter (rounded, if necessary, to the nearest £0.01) provided that such amount shall not be less than 99.5 per cent. or more than 100.5 per cent. (and, if it would otherwise be less than 99.5 per cent., it shall be equal to 99.5 per cent. and, if it would otherwise be more than 100.5 per cent., it shall be equal to 100.5 per cent.) of the amount in GBP that the USD principal amount of the Notes to be redeemed could have purchased on 31 December 2034 (at ...
REPAYMENT, PURCHASE AND REDEMPTION. 2.1 Unless the Convertible Loan Notes are converted in accordance with Conditions 3 or 4 or an Extended Maturity Date applies (as referred to in Condition 4.2(a)), the Convertible Loan Notes will be repaid in full by the Company at par together with accrued interest (subject to any requirement to deduct or withhold amounts in respect of tax therefrom) on the date that it is 360 days from the date that the relevant Convertible Loan Notes are allotted and issued to the relevant Noteholder (or, if such date is not a Business Day, on the first Business Day thereafter) (each a “Maturity Date”), provided that the Convertible Loan Notes (including principal, interest and other amounts thereon) shall not be repaid by the Company unless permitted by the terms of the Senior Debt and/or Intercreditor Agreement (or Additional Intercreditor Agreement).
2.2 The Convertible Loan Notes may not be prepaid or repurchased by the Company prior to the Maturity Date, or, to the extent applicable, the Extended Maturity Date, save that such a restriction on the prepayment or repurchasing of the Convertible Loan Notes shall not prejudice the rights of the Company or the Noteholders to convert the Convertible Loan Notes in accordance with Conditions 3 or 4 (as applicable).
