Supplementary Offering Circular Sample Clauses

Supplementary Offering Circular. The Issuers have given an undertaking to the Dealers that if at any time during the duration of the Programme there is a significant new factor, material mistake or inaccuracy relating to information contained in this Offering Circular which is capable of affecting the assessment of any Notes and whose inclusion in this Offering Circular or removal is necessary for the purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuers, and the rights attaching to the Notes, the Issuers shall prepare an amendment or supplement to this Offering Circular or publish a replacement Offering Circular for use in connection with any subsequent offering of the Notes and shall supply to each Dealer and the Trustee such number of copies of such supplement hereto as such Dealer and the Trustee may reasonably request. Summary
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Supplementary Offering Circular. Each of the Issuer and the Guarantor has given an undertaking to the Arranger and the Dealers that if at any time during the duration of the Programme there is a significant (as defined in the HKSE Rules) change affecting any matter contained in this Offering Circular or a significant (as defined in the HKSE Rules) new matter has arisen, the inclusion of information in respect of which would have been required to be in this Offering Circular if it had arisen before this Offering Circular was issued, or in the event of a significant new factor, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes arising or being noted, or in the event of a change in the condition of the Issuer or the Guarantor which is material in the context of the Programme or the issue of any Notes, or if this Offering Circular would otherwise come to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein not misleading or if it is necessary at any time to amend this Offering Circular to comply with, or reflect changes in, the laws or regulations of Hong Kong and the HKSE Rules, it shall prepare an amendment or supplement to this Offering Circular. If the terms of the Programme are modified or amended in a manner which would make this Offering Circular, as so modified or amended, inaccurate or misleading, a new offering circular will be prepared. References to this “
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Supplementary Offering Circular. 8 Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Risk Factors 15 Terms and Conditions of the Notes 36 Use of Proceeds 74 Summary of Provisions relating to the Notes while in Global Form 75 MTR Corporation Limited 77 MTR Corporation (C.I.) Limited 110 Capitalisation and Indebtedness 114 Form of Pricing Supplement 116 RMB Currency Controls 129 Taxation 135 Subscription and Sale 138 General Information 144 Documents Incorporated by Reference This Offering Circular should be read and construed in conjunction with: (a) the consolidated Annual Report and audited annual accounts of MTRCL and its subsidiaries (the “Group”) for the years ended 31st December 2018 and 31st December 2019 together with the audit reports prepared in connection therewith; (b) the audited annual financial statements of MTR Cayman for the years ended 31st December 2018 and 31st December 2019 together with the audit reports prepared in connection therewith; (c) the unaudited interim financial report of the Group for the half year ended 30th June 2020 together with the review report prepared in connection therewith; (d) the latest published annual or interim results announcements of MTRCL, the latest published consolidated Annual Report and audited annual accounts of the Group or the unaudited interim financial report of the Group from time to time (if any); (e) the latest published sustainability report of MTRCL from time to time; and (f) the latest Sustainable Finance Framework and the Sustainable Finance Report of MTRCL that are published on MTRCL’s website (xxx.xxx.xxx.xx) from time to time. In respect of the documents referred to in (d) and (e) above, the relevant “published” document refers to MTRCL’s annual results announcement, interim results announcement or sustainability report, in each case, that is published on MTRCL’s website (xxx.xxx.xxx.xx) and/or the website of the Hong Kong Stock Exchange (xxx.xxxxxxxx.xx). The documents referred to in (a) to (f) above shall be incorporated in and form part of this Offering Circular in each case, excluding any “forward-looking statements” contained in such documents. Words such as “believe”, “expect”, “plan”, “anticipate”, “schedule”, “estimate” and similar words or expressions identify forward-looking statements. However, these words are not the exclusive means of identifying forward-looking statements. All statements other th...
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Supplementary Offering Circular. The Issuers have given an undertaking to the Dealers that if at any time during the duration of the Programme there is a significant new factor, material mistake or inaccuracy relating to information contained in this Offering Circular which is capable of affecting the assessment of any Notes and whose inclusion in this Offering Circular or removal is necessary for the purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuers, and the rights attaching to the Notes, the Issuers shall prepare an amendment or supplement to this Offering Circular or publish a replacement Offering Circular for use in connection with any subsequent offering of the Notes and shall supply to each Dealer and the Trustee such number of copies of such supplement hereto as such Dealer and the Trustee may reasonably request. Summary This summary must be read as an introduction to this Offering Circular. Any decision to invest in any Notes should be based on a consideration of this Offering Circular as a whole, including the documents incorporated by reference. Issuer MTRCL or MTR Cayman. Guarantor (if MTR Cayman is the relevant Issuer) MTRCL.
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Related to Supplementary Offering Circular

  • Prospectus Supplement The Company shall have filed with the Commission the Prospectus Supplement pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second Business Day following the date of this Agreement.

  • Delivery of Registration Statement, Time of Sale Prospectus and Prospectus The Company shall furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

  • Filing of Prospectus Supplement The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required hereunder and under the Act; any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

  • Prospectus The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

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