Other documents and the Guarantor. The Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Guarantee and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. The net proceeds from each issue of Notes will be applied by the Issuer for on-lending to the Guarantor and its subsidiaries (the “Cathay Pacific Group”) for working capital and general corporate purposes. DESCRIPTION OF CATHAY PACIFIC MTN FINANCING (HK) LIMITED Cathay Pacific MTN Financing (HK) Limited (“CPMFHK”) is a public company incorporated under the laws of Hong Kong on 4th July 2019. The registered office of CPMFHK is 00xx Xxxxx, Xxx Xxxxxxx Xxxxx, 00 Xxxxxxxxx, Xxxx Xxxx. As at the date of this Offering Circular it has issued and paid up share capital of HK$1. CPMFHK is a wholly-owned, direct subsidiary of the Guarantor. CPMFHK is a financing vehicle whose sole business is to be the raising of debt, the proceeds of which will be on-lent to the Cathay Pacific Group. As at the date of this Offering Circular CPMFHK has no subsidiaries. CPMFHK has the capacity, rights, powers and privileges of a natural person of full age in accordance with the provisions of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong). The Directors and Secretary of CPMFHK are: Directors
Other documents and the Guarantor. The Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Guarantee and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. The net proceeds from each issue of Notes will be applied by the Issuer for on-lending to the Guarantor and its subsidiaries and joint venture and associated companies (the “Group” or the “Swire Properties Group”) for working capital and general corporate purposes. DESCRIPTION OF SWIRE PROPERTIES MTN FINANCING LIMITED Swire Properties MTN Financing Limited (“SPMF”) is a public company incorporated under the laws of Hong Kong on 20th April, 2012. The registered office of SPMF is 33rd Floor, Xxx Xxxxxxx Xxxxx, 00 Xxxxxxxxx, Xxxx Xxxx. At the date of this Offering Circular, it has issued and paid up share capital of HK$1. SPMF is a wholly-owned, direct subsidiary of the Guarantor. SPMF is a financing vehicle whose sole business is the raising of debt, the proceeds of which are on-lent to the Swire Properties Group. At the date of this Offering Circular, SPMF has no subsidiaries. Under clause 3 of its Memorandum of Association (which by section 98(1) of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) (the “Companies Ordinance”) is regarded as a provision of its Articles of Association), SPMF has all the rights, powers and privileges of a natural person in accordance with the provisions of the Companies Ordinance. The Directors and Secretaries of SPMF are: Directors X. X. Xxxxxxxxx X. X. X. Xxx F. N. Y. Lung P. P. W. Xxxx Secretaries X. X. Xxxxx and Xxxx Xxxxx & Sons (H.K.) Limited The business address of X. X. Xxxxxxxxx, X. X. X. Xxx, F. N. Y. Xxxx and P. P. W. Xxxx is 33rd Floor, Xxx Xxxxxxx Xxxxx, 00 Xxxxxxxxx, Xxxx Xxxx. SPMF has no employees. The following table sets out the outstanding debt securities of SPMF (all of which are non-listed except for the Notes that are marked with an asterisk* below, which are listed on the Hong Kong Stock Exchange) at the date of this Offering Circular together with their respective coupon amount and year of maturity. SPMF has no outstanding debt securities other than the debt securities listed below. Description and principal amount of debt Coupon amount Year of maturity HK$300,000,000 Notes .................................................. 3.55% per annum 2024 HK$300,000,000 Notes .................................................. 3.10% per an...
Other documents and the Guarantor. The relevant Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Guarantee and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. SCHEDULE 2 FORM OF DEED OF COVENANT DEED OF COVENANT DATED 17 JULY 2020 H & M XXXXXX & XXXXXXX XX (PUBL) H&M FINANCE B.V. as Issuers EUR2,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME THIS DEED OF COVENANT is made on 17 July 2020 by H & M Xxxxxx & Xxxxxxx XX (publ) (H&M and, in its capacity as guarantor of Notes issued by H&M Finance, the Guarantor) and H&M Finance B.V. (H&M Finance and together with H&M, the Issuers and each an Issuer, the issuer in relation to any issue of Notes being the relevant Issuer) in favour of the account holders or participants specified below of Clearstream Banking S.A. (Clearstream, Luxembourg), Euroclear Bank SA/NV (Euroclear) and/or any other additional clearing system or systems as is specified in Part B of the Final Terms relating to any Note (as defined below) (each a Clearing System).
Other documents and the Guarantor. The relevant Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Guarantee and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. The Principal Paying Agent, Paying Agent and Transfer Agent BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH By: Digitally signed by 410474 Date: 2021.02.12 13:23:48 +01'00' By: The Registrar BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH By: Digitally signed by 410474 Date: 2021.02.12 13:24:17 +01'00' By:
Other documents and the Guarantor. The Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Guarantee and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. SCHEDULE 3 FORM OF DEED OF COVENANT DEED OF COVENANT DATED 22 FEBRUARY 2022 AUTOLIV, INC. EUR 3,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME THIS DEED OF COVENANT is made on 22 February 2022 by Autoliv, Inc. (the Issuer) in favour of the account holders or participants specified below of Clearstream Banking SA (Clearstream, Luxembourg), Euroclear Bank SA/NV (Euroclear) and/or any other additional clearing system or systems as is specified in Part B of the Pricing Supplement, relating to any Note (as defined below) (each a Clearing System).
Other documents and the Guarantor. The Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Guarantee and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. 0012034-0005142 UKO2: 2001934267.5 68 Form of Deed of Covenant DEED OF COVENANT DATED 11 April 2019 AUTOLIV, INC. EUR 3,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME 0012034-0005142 UKO2: 2001934267.5 69 THIS DEED OF COVENANT is made on 11 April 2019 by Autoliv, Inc. (the Issuer) in favour of the account holders or participants specified below of Clearstream Banking SA (Clearstream, Luxembourg), Euroclear Bank SA/NV (Euroclear) and/or any other additional clearing system or systems as is specified in Part B of the Pricing Supplement, relating to any Note (as defined below) (each a Clearing System).
Other documents and the Guarantor. Each of the Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Deed of Covenant and the Guarantee submitted to the jurisdiction of the English courts and appointed an agent in England for service of process, in terms substantially similar to those set out above.
Other documents and the Guarantor. The relevant Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Guarantee and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Digitally signed by: Xxxxxx Xxxxxx Date: 2023.10. 06 09:49:15 + 02'00' Digitally signed by: 410474 Date: 2023.10.06
Other documents and the Guarantor. The Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Deed of Guarantee, the Deed of Covenant and the Deed Poll made provision for governing law, arbitration, submission, process agent appointment and waiver of immunity in terms substantially similar to those set out above. SCHEDULE 3 Form of Put Notice OOREDOO INTERNATIONAL FINANCE LIMITED [title of relevant Series of Notes] By depositing this duly completed Notice with the [Euro/U.S.] Registrar (in the case of Registered Notes) or any Paying Agent (in the case of Bearer Notes) for the above Series of Notes (the “Notes”) the undersigned holder of the Notes surrendered with this Notice and referred to below irrevocably exercises its option to have [the full/.......](1) nominal amount of the Notes redeemed in accordance with Condition [7[(d)]/(e)]] on [redemption date]. This Notice relates to Notes in the aggregate nominal amount of bearing the following serial numbers:................................................................................... If the Notes or a new Registered Note in respect of the balance of the Notes referred to above are to be returned or delivered (as the case may be)(2) to the undersigned under clause 13.4 of the Agency Agreement, they should be returned or delivered (as the case may be) by uninsured post to: .........................................................................................................................................
Other documents and the Guarantor. The Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Guarantee and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9
