SPARK INFRASTRUCTURE GROUP For personal use only
Monday, 6 December 2021
The Manager
Company Announcements
Australian Stock Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
Dear Sir / Madam,
SPARK INFRASTRUCTURE NOTE TRUST DEED
SPARK INFRASTRUCTURE NOTE TRUST DEED SUPPLEMENTAL DEED (EFFECTIVE DATE 29 NOVEMBER 2021)
Spark Infrastructure advises that Spark Infrastructure RE and Melbourne Securities Corporation Limited have executed the Spark Infrastructure Note Trust Deed Supplemental Deed to give effect to the amendments to the Spark Infrastructure Note Trust Deed approved by Spark Infrastructure Securityholders at the Meetings held on 22 November 2021.
A consolidated copy of the Spark Infrastructure Note Trust Deed is attached.
Yours sincerely,
Jenny Faulkner
General Counsel and Company Secretary
Level 29, Suite 29.05, Grosvenor Place, 225 George Street, Sydney NSW 2000 ABN 36 114 940 984
t +61 (0)2 9086 3600 f +61 (0)2 9086 3666 einfo@sparkinfrastructure.comwwww.sparkinfrastructure.com
For personal use only
THIS DOCUMENT IS A CONSOLIDATED COPY OF THE SPARK INFRASTRUCTURE NOTE TRUST DEED DATED 9 NOVEMBER 2005 ("ORIGINAL DEED"), AS AMENDED BY NOTE TRUST DEED - SUPPLEMENTAL DEED NO. 1 (TERMS OF ISSUE) DATED 25 OCTOBER 2010, NOTE TRUST DEED -
SUPPLEMENTAL DEED NO. 2 (RESTRUCTURE EFFECTIVE DATE AMENDMENTS) DATED 8 NOVEMBER 2010, NOTE TRUST DEED - SUPPLEMENTAL DEED NO. 3 (RESTRUCTURE IMPLEMENTATION DATE AMENDMENTS) DATED 10 DECEMBER 2010 AND NOTE TRUST DEED - SUPPLEMENTAL DEED NO. 4 DATED 29 NOVEMBER 2021, AND AS RECTIFIED BY DEED OF RECTIFICATION DATED 31 MARCH 2011.
THIS IS NOT A LEGALLY BINDING DOCUMENT. REFERENCE SHOULD BE MADE TO THE ORIGINAL DEED AND EACH AMENDING DEED AND RECTIFICATION DEED FOR THE OPERATIVE PROVISIONS.
Note Trust Deed
Dated 9 November 2005
Spark Infrastructure RE Limited ACN 114 940 984 in its capacity as responsible entity of the Spark Infrastructure Trust ("RE")
Australian Executor Trustees Limited ACN 007 869 794 ("Note Trustee")
Mallesons Stephen Jaques
Level 60
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
T +61 2 9296 2000
F +61 2 9296 3999
DX 113 Sydney
Note Trust Deed
Details | ||
General | ||
1 | Declaration of trust | |
only | 1.1 | Declaration of trust |
1.2 | Trust name | |
1.3 | Note Trust duration | |
1.4 | Perpetuity period | |
1.5 | Beneficiaries | |
1.6 | Undertaking to pay Noteholder's Debt |
2 | The Notes | |
use | 2.1 | Creation of Notes |
2.2 | Obligations | |
2.3 | Undertaking to comply | |
2.4 | Application Moneys in trust account | |
2.5 | RE may pay commission and brokerage | |
2.6 | Redemption of Notes |
3 | Rights and obligations of Noteholders | |
personal | 3.1 | Noteholders bound |
3.2 | Incorporation of Register | |
3.3 | Inspection of this deed | |
4 | Rights and obligations of RE | ||
4.1 | Undertakings by RE | ||
4.2 | Payments | ||
5 | Liability of RE | ||
5.1 | Capacity | ||
5.2 | Limitation of Liability | ||
5.3 | Limitations do not apply | ||
5.4 | Other acts | ||
5.5 | Application of clause | ||
6 | Change of RE | ||
6.1 | Replacement | ||
6.2 | Release | ||
For | 7 | Obligations in relation to the Register | |
7.1 | Establishment and maintenance of Register | ||
7.2 | Location of Register | ||
7.3 | Information required in Register | ||
7.4 | Joint Noteholders | ||
7.5 | Address of Noteholders | ||
7.6 | Closing of Register | ||
7.7 | Transfer on death, bankruptcy or liquidation of Noteholder | ||
7.8 | Register is paramount | ||
7.9 | Audit of records | ||
7.10 | Update and correction of Register | ||
7.11 | Statements of Holding not certificates of title | ||
7.12 | Property in Notes situated | ||
7.13 | Validity of Notes issued | ||
© Mallesons Stephen Jaques | Note Trust Deed | ||
10777097_3 |
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7.14 | Dealings by Registrar | ||
7.15 | Reliance on Register by the Note Trustee | ||
8 | Form of Register | ||
only | 8.1 | Computer Register | |
8.2 | Form of Register if Stapling Provisions apply | ||
9 | Note Trustee's powers and duties | ||
9.1 | Appointment | ||
9.2 | Extent of authority | ||
9.3 | Additional powers | ||
9.4 | Delegate | ||
9.5 | Capacity of Noteholders | ||
use | 9.6 | Limits on powers | |
9.7 | Limits on duties | ||
9.8 | Note Trustee not responsible for monitoring | ||
9.9 | Exoneration and acknowledgments | ||
10 | Acts of the Note Trustee | ||
10.1 | Observe directions | ||
10.2 | No need for enquiry | ||
personal | 10.3 | Other dealings by Note Trustee | |
10.4 | No liability to account | ||
10.5 | Certificates | ||
10.6 | No action required | ||
10.7 | Discretion of Note Trustee | ||
10.8 | No deemed notice of default and knowledge of Note Trustee | ||
10.9 | Compliance with Corporations Act | ||
11 | Note Trustee's fees, costs and indemnities | ||
11.1 | Note Trustee's fees | ||
11.2 | What RE agrees to pay | ||
11.3 | Indemnity by RE | ||
11.4 | Exclusion | ||
11.5 | Items included in loss, liability and Costs | ||
11.6 | Priority | ||
11.7 | Right to retain funds | ||
11.8 | Advance payment | ||
11.9 | Ranking of amounts payable to Note Trustee | ||
For | 12 | Liability of Note Trustee | |
12.1 | Liability of Note Trustee | ||
12.2 | Application of moneys | ||
12.3 | Note Trustee's capacity | ||
13 | Change of Note Trustee | ||
13.1 | Removal of Note Trustee | ||
13.2 | Retirement of Note Trustee | ||
13.3 | Fees and expenses of Note Trustee | ||
13.4 | When retirement or removal takes effect | ||
13.5 | RE must convene meeting to appoint successor | ||
13.6 | Note Trustee may appoint successor | ||
13.7 | Effect of appointment of successor Note Trustee | ||
13.8 | Co-operation of parties on replacement | ||
© Mallesons Stephen Jaques | Note Trust Deed | ||
10727655_2 |
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14 Representations and warranties
14.1 Representations and warranties by parties
14.2 Repetition of representations and warranties
14.3 No representation
only | 15 | Meetings of Noteholders |
16 | Alteration of deed | |
16.1 | Amendment of deed without consent | |
16.2 | Amendment of Terms of Issue without consent | |
16.3 | With consent, other matters | |
16.4 | By Special Resolution | |
use | 16.5 | Tax |
16.6 | Reorganisation | |
17 | Small Holdings | |
17.1 | Application of this clause | |
17.2 | RE's right to sell Small Holdings | |
17.3 | Divestment Notice | |
17.4 | Small Holding Relevant Period | |
personal | 17.5 | Limitation on RE's right to sell |
17.6 | RE can sell Small Holding Relevant Notes | |
17.7 | No obligation to sell | |
17.8 | RE as Noteholder's attorney | |
17.9 | Conclusive evidence | |
17.10 | Registering the purchaser | |
17.11 | Payment of proceeds | |
17.12 | Costs | |
17.13 | Remedy limited to damages | |
17.14 | Distributions and voting suspended | |
17.15 | 12 month limit | |
17.16 | Effect of takeover bid | |
18 | Stapling | |
19 | Statutory provisions | |
19.1 | Official Quotation | |
19.2 | Statutory requirements | |
For | 19.3 | Listing Rules |
20 | Discharge and release | |
21 | No recourse against others | |
22 | Notices and other communications | |
22.1 | Form of notices | |
22.2 | Cheques payable to Noteholders | |
22.3 | Joint Noteholders | |
22.4 | Receipt of communications | |
22.5 | Notices to RE | |
22.6 | Communications via website | |
22.7 | Notice to transferor binds transferee |
© Mallesons Stephen Jaques Note Trust Deed 10727655_2
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Spark Infrastructure Group published this content on 06 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 December 2021 22:11:10 UTC.
