PRESCRIBED VALUE. The “Prescribed Value” of any Shares shall be determined as follows: (A) the Prescribed Value of any Shares shall be a percentage of the market value of the total issued share capital of the Company, such percentage being equal to the percentage of such total issued share capital represented by those Shares; (B) the market value of the total issued share capital of the Company shall be an amount determined on the basis of the fully distributed market value at which the Company’s Shares would trade on a regulated market (excluding any IPO discount); (C) the Prescribed Value shall be as agreed between the Vodafone Shareholder and the Liberty Global Shareholder or in the absence of agreement within 15 Business Days from the date of the Call Option Notice, as determined in accordance with the following procedure: (i) each Shareholder shall appoint an investment bank of international repute within 20 Business Days of the date of the Call Option Notice to act as appraiser under this procedure (the banks designated by the Vodafone Shareholder and Liberty Global Shareholder being referred to herein as the “Vodafone Banker” and the “Liberty Global Banker”, respectively). Within 5 Business Days after the designation of the Vodafone Banker or the Liberty Global Banker, whichever is later, the Vodafone Banker and the Liberty Global Banker shall agree upon and jointly designate a third investment bank of international repute to be appointed by the Company and serve as an appraiser pursuant to this procedure and in the event that the Vodafone Banker and Liberty Global Banker fail to agree on a third investment bank (the “Third Banker” and collectively with the Vodafone Banker and Liberty Global Banker, the “Bankers”) within the 5 Business Day period, the third investment bank shall be an investment bank of international repute appointed by the Chairman of the British Bankers Association; (ii) on the date 30 Business Days from the date of designation of the Third Banker, the Vodafone Banker, Liberty Global Banker and Third Banker shall each deliver to the Company their determination of the Prescribed Value of the relevant Shares; (iii) the higher of the Prescribed Value determined by the Vodafone Banker and Liberty Global Banker is the “Higher Number” and the lower Prescribed Value determined by the Vodafone Banker and Liberty Global Banker is the “Lower Number”; (iv) if the Higher Number is not more than 110 per cent of the Lower Number, the Prescribed Value will be the arithmetic average of such two numbers; (v) if the Higher Number is more than 110 per cent of the Lower Number, the Prescribed Value will be: (a) the Higher Number, if the Prescribed Value determined by the Third Banker (“Third Number”) is greater than the Higher Number; (b) the Lower Number, if the Third Number is less than the Lower Number; (c) the arithmetic average of the Third Number and the other number (Higher Number or Lower Number) that is closer to the Third Number, if the Third Number falls within the range between (and including) the Lower Number and the Higher Number; or (d) the Third Number, if the Lower Number and the Higher Number are equally close to the Third Number; (D) the Shareholders agree to procure that the Company provide each Banker with such information within the Company’s possession that may be reasonably requested in writing by such Banker for purposes of its evaluation hereunder; (E) the Bankers are permitted to freely consult with the Company and the Shareholders in the course of conducting their evaluations; (F) the Bankers shall act as experts and not as arbitrators whose decision shall, save for manifest error, be final and binding; and (G) all Bankers’ fees shall be borne by the Shareholders, pro rata to their Percentage Interest.
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PRESCRIBED VALUE. The “Prescribed Value” of any Shares shall be determined as follows:
(A) the Prescribed Value of any Shares shall be a percentage of the market value of the total issued share capital of the Company, such percentage being equal to the percentage of such total issued share capital represented by those Shares;
(B) the market value of the total issued share capital of the Company shall be an amount determined on the basis of the fully distributed market value at which the Company’s Shares would trade on a regulated market (excluding any IPO discount);
(C) the Prescribed Value shall be as agreed between the Vodafone Liberty Global Shareholder and the Liberty Global Telefónica Shareholder or in the absence of agreement within 15 Business Days from the date of the Call Option Notice, as determined in accordance with the following procedure:
(i) each Shareholder shall appoint an investment bank of international repute within 20 Business Days of the date of the Call Option Notice to act as appraiser under this procedure (the banks designated by the Vodafone Liberty Global Shareholder and Liberty Global the Telefónica Shareholder being referred to herein as the “Vodafone Liberty Global Banker” and the “Liberty Global Telefónica Banker”, respectively). Within 5 five Business Days after the designation of the Vodafone Liberty Global Banker or the Liberty Global Telefónica Banker, whichever is later, the Vodafone Liberty Global Banker and the Liberty Global Telefónica Banker shall agree upon and jointly designate a third investment bank of international repute to be appointed by the Company and serve as an appraiser pursuant to this procedure and in the event that the Vodafone Liberty Global Banker and Liberty Global the Telefónica Banker fail to agree on a third investment bank (the “Third Banker” and collectively with the Vodafone Liberty Global Banker and Liberty Global the Telefónica Banker, the “Bankers”) within the 5 five Business Day period, the third investment bank Third Banker shall be an investment bank of international repute appointed by the Chairman of the British Bankers Association;
(ii) on the date 30 Business Days from the date of designation of the Third Banker, the Vodafone Liberty Global Banker, Liberty Global the Telefónica Banker and the Third Banker shall each deliver to the Company their determination of the Prescribed Value of the relevant Shares;
(iii) the higher of the Prescribed Value determined by the Vodafone Liberty Global Banker and Liberty Global the Telefónica Banker is the “Higher Number” and the lower Prescribed Value determined by the Vodafone Liberty Global Banker and Liberty Global the Telefónica Banker is the “Lower Number”;
(iv) if the Higher Number is not more than 110 per cent cent. of the Lower Number, the Prescribed Value will be the arithmetic average of such two numbers;
(v) if the Higher Number is more than 110 per cent cent. of the Lower Number, the Prescribed Value will be:
(a) the Higher Number, if the Prescribed Value determined by the Third Banker (“Third Number”) is greater than the Higher Number;
(b) the Lower Number, if the Third Number is less than the Lower Number;
(c) the arithmetic average of the Third Number and the other number (Higher Number or Lower Number) that is closer to the Third Number, if the Third Number falls within the range between (and including) the Lower Number and the Higher Number; or
(d) the Third Number, if the Lower Number and the Higher Number are equally close to the Third Number;
(D) the Shareholders agree to procure that the Company provide each Banker with such information within the Company’s possession that may be reasonably requested in writing by such Banker for purposes of its evaluation hereunder;
(E) the Bankers are permitted to freely consult with the Company and the Shareholders in the course of conducting their evaluations;
(F) the Bankers shall act as experts and not as arbitrators whose decision shall, save for manifest error, be final and binding; and
(G) all Bankers’ fees shall be borne by the Shareholders, pro rata to their Percentage Interest.
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