Item 1.01 Entry into a Material Definitive Agreement
Over the course of
The New Notes were issued pursuant to an Indenture (the "Indenture"), entered
into by the Issuer, the Company and
Subject to satisfaction of certain conditions and during certain periods, the
New Notes are exchangeable at an initial exchange rate of 92.6956 American
Depositary Shares (the "ADSs") of the Company (each of which represents as of
the date hereof one ordinary share of the Company, nominal value
The Issuer may redeem for cash all of the New Notes in connection with certain tax-related events. In addition, the Issuer may redeem for cash all, but not less than all of the New Notes, at its option, if the last reported sale price of the ADSs has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Issuer provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Issuer provides notice of redemption at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the New Notes, which means that the Company is not required to redeem or retire the New Notes periodically.
The Indenture includes covenants that, subject to carveouts and exceptions, limit the ability of (1) the Company and the Issuer to incur secured debt, (2) the Company's subsidiaries (other than the Issuer) to incur unsecured debt, (3) the Company and its subsidiaries (including the Issuer) to pay dividends and redeem equity and (4) the Company and its subsidiaries (including the Issuer) to transfer capital stock of any subsidiary (other than the Issuer) that does not guarantee the New Notes. The Indenture also includes certain customary covenants and sets forth certain events of default after which the New Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the New Notes become automatically due and payable.
The Issuer has agreed to use its commercially reasonable efforts to procure
approval for the listing of the New Notes on a recognized stock exchange for the
purposes of Section 64 of the Taxes Consolidation Act 1997 of
The foregoing descriptions of the New Notes and the Indenture do not purport to be complete and are qualified in their entirety by reference to the Indenture (which includes the form of the New Note). A copy of the Indenture (which includes the form of the New Note) is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference in Item 1.01 and 3.02.
The Company offered the New Notes to certain holders of the Existing Notes in
reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act. The offer and sale of the New Notes to certain holders of the
Existing Notes did not involve a public offering, the solicitation of offers for
the New Notes was not done by any form of general solicitation or general
advertising, and offers for the New Notes were only solicited from persons
believed to be "qualified institutional buyers" within the meaning of Rule 144A
promulgated under the Securities Act. The New Notes and any ADSs that may be
issued upon exchange of the New Notes will not be registered under the
Securities Act, and may not be offered or sold in
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Exhibits (d) Exhibits 4.1 Indenture, dated as ofApril 4, 2022 , by and between the Issuer, the Company andThe Bank of New York Mellon , as Trustee. 4.2 Form of 4.50% Exchangeable Senior Note due 2023 (included in Exhibit 4.1).
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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