EXHIBIT 99.1
BOND PURCHASE, PAYING
AND CONVERSION AGENCY AGREEMENT
[LOGITECH LOGO]
Logitech (Jersey) Limited
St. Helier, Jersey, Channel Islands
1% Convertible Bonds 2001-2006 of CHF 170 million
convertible into Registered Shares of
Logitech International S.A.
unconditionally and irrevocably guaranteed by
Logitech International S.A.
Apples, Switzerland
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Contents
PARTIES 3
I. Subject of the Agreement................................................... 4
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II. Terms of the Bonds and Incorporation of Annexes............................ 4
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III. Syndication and Sales Restrictions......................................... 4
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IV. Permanent Global Certificate............................................... 8
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V. Payment of Net Proceeds.................................................... 9
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VI. Fees and Commissions....................................................... 9
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VII. Conditions Precedent....................................................... 10
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VIII. Prospectus................................................................. 12
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IX. Listing.................................................................... 13
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X. Conversion of Bonds........................................................ 13
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XI. Paying and Conversion Agents............................................... 15
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XII. Taxes...................................................................... 17
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XIII. Duty to Report............................................................. 18
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XIV. Notices.................................................................... 18
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XV. Public Announcements....................................................... 19
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XVI. Warranties................................................................. 19
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XVII. Severability............................................................... 21
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XVIII. Termination of the Agreement............................................... 22
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XIX. Liability.................................................................. 22
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XX. Applicable Law and Place of Jurisdiction.................................... 22
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Annex A Terms of the Bonds......................................................... 24
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Annex B Permanent Global Certificate............................................... 37
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Annex C-1 Individual Bond (Face)..................................................... 38
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Annex C-2 Interest Coupon............................................................ 39
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Annex C-3 Specimen Signature Form.................................................... 40
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Annex D Listing Obligations........................................................ 41
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Annex E Guarantee.................................................................. 43
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Annex F-1 Declaration to the Admission Board of the SWX Swiss Exchange (Issuer)...... 44
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Annex F-2 Declaration to the Admission Board of the SWX Swiss Exchange (Guarantor)... 45
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Annex G-1 Certificate of No Material Adverse Change (Issuer)......................... 46
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Annex G-2 Certificate of No Material Adverse Change (Guarantor)...................... 47
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BOND PURCHASE, PAYING AND CONVERSION AGENCY AGREEMENT
(the "Agreement")
Entered into as of May 31, 2001
among
Logitech (Jersey) Limited
XX Xxx 0000
Xxxxxxxxx House
0 Xxxxxx Xxxxxx
Xx Xxxxxx
Xxxxxx XX0 0XX
(the "Issuer")
and
Logitech International S.A.
Les Chatagnis
CH-1143 Apples, Switzerland
(the "Guarantor")
on the first part,
and
Credit Suisse First Boston
Xxxxxxxxxxxxxxxx 000
XX-0000 Xxxxxx
("Credit Suisse First Boston" or "CSFB"),
Banque Xxxxxxxxx Xxxxxxxx, Xxxxx Xxxxx-Xxxxxxxx 00, XX-0000 Xxxxxxxx,
BNP Paribas (Suisse) SA, Xxxxx xx Xxxxxxxx 0, XX-0000 Xxxxxx
(together with Credit Suisse First Boston the "Syndicate Banks" or the "Banks")
on the second part.
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I. Subject of the Agreement
Pursuant to a written resolution by its Board of Directors, dated May 12, 2001,
the Issuer has determined to float, through the intermediary of the Syndicate
Banks, a public issue in a principal amount of
CHF 170,000,000
1% convertible bonds 2001-2006 of CHF 5,000 or a multiple thereof par value each
(the "Bonds"),
unconditionally and irrevocably guaranteed by the Guarantor in accordance with
the provisions set forth in the guarantee (the "Guarantee") as per Annex E and
Section 12 of Annex A to the Agreement (the "Terms of the Bonds") bearing
interest from June 8, 2001 and convertible into registered shares of the
Guarantor with a nominal value of CHF 10 each (the "Registered Shares" or
"Shares").
The Guarantor undertakes to issue the Guarantee and to perform and observe its
obligations under the Agreement and its Annexes.
In the early stage, Conversion shall be served by depositing initially 272'500
Registered Shares in a blocked custody account opened with Credit Suisse,
Xxxxxxxxxxx 0, 0000 Xxxxxx, ("Credit Suisse") ("Deposited Shares") pursuant to a
separate deposit agreement between the Issuer, the Guarantor and Credit Suisse
(the "Deposit Agreement"). At a later stage, conditional share capital of the
Guarantor shall serve the conversion instead of the Deposited Shares. Pursuant
to a resolution of the board of directors of the Guarantor, dated April 18,
2001, the board of directors of the Guarantor will submit such conditional share
capital for the shareholders' approval at the annual meeting scheduled for June
28, 2001.
The net proceeds of the Bonds (as set out in Article V below) will be used by
the Issuer outside Switzerland to refinance the acquisition of Labtec Inc.. The
Issuer undertakes to use and the Guarantor undertakes to procure that the Issuer
shall use the net proceeds in accordance with the relevant laws and the
applicable regulations of the Swiss Federal Tax Authorities and the Swiss
National Bank; none of the Syndicate Banks shall have any responsibility for or
be obliged to concern itself with the application of the net proceeds of the
Issue.
The Syndicate Banks undertake to underwrite the Bonds jointly but not severally
at the price of 100% of the par value (the "Issue Price") and to offer the Bonds
for public subscription (the "Issue") in Switzerland. The Syndicate Banks
reserve the right to hold bonds for their own account.
II. Terms of the Bonds and Incorporation of Annexes
The Terms of the Bonds are set out in Annex A. The contents of Annexes A, B,
C-1, C-2, C-3, D, E, F, and G hereto form integral parts of this Agreement.
III. Syndication and Sales Restrictions
1. Syndication
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The Syndicate Banks shall subscribe for the following quotas of Bonds
in order to offer the Bonds for public subscription in Switzerland:
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Credit Suisse First Boston (Lead Manager) 80% CHF 136,000,000
Banque Cantonale Vaudoise (Co-Lead Manager) 10% CHF 17,000,000
BNP Paribas (Suisse) SA (Co-Lead Manager) 10% CHF 17,000,000
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100% CHF 170,000,000
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CSFB will act as representative of the Syndicate Banks for all matters
concerning the Agreement and its Annexes.
2. Sales Restrictions
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General Sales Restrictions
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Each Bank agrees that it will not make any representations concerning
the Issuer, the Guarantor or the Bonds other than those contained in
the Prospectus (as defined in Article VIII). Each Bank confirms that it
will comply with all applicable laws and regulations in each
jurisdiction in or from which it may acquire, offer, sell or deliver
Bonds or have in its possession or distribute any offering material
relating to the issue of the Bonds, in all cases at its own expense.
Any permit or evidence of authorisation for the sale of the Bonds by
any Bank under the laws and regulations of the relevant country shall
be obtained by such Bank and no Bonds shall be offered or sold in or
from any territory or jurisdiction except in compliance with any
applicable laws thereof. Each Bank hereby undertakes that it will
severally indemnify the Issuer, the Guarantor and all other Syndicate
Banks against any loss, liability, cost, claim, action, demand or
expense which any of them may incur or which may be made against any of
them arising out of or relating to its failure to comply with the terms
of this Article III.
United States of America and U.S. person
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1. The Bonds have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act")
and may not be offered or sold within the United States of
America (the "United States") or to, or for the account or
benefit of, U.S. persons except in certain transactions exempt
from or not subject to the registration requirements of the
Securities Act.
The Banks have not offered or sold the Bonds, and will not
offer or sell the Bonds (i) as part of their distribution at
any time or (ii) otherwise until July 18, 2001, except in
accordance with Rule 903 of Regulation S under the Securities
Act.
Accordingly, neither the Banks and their affiliates nor any
persons acting on their behalf have engaged or will engage in
any selling activities directed towards the United States with
respect to the Bonds and they have complied and will comply
with the offering restrictions requirement of Regulation S.
The Banks agree that, at or prior to confirmation of any sale
of Bonds, they will send to each distributor, dealer or person
receiving a selling commission, fee or other remuneration who
purchases Bonds from them during the Distribution Compliance
Period (as defined below), a notice substantially to the
following effect:
"The Bonds covered hereby have not been registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act")
and may not be offered or sold within the United States of
America or to, or for the account or benefit of, U.S.
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persons (i) as part of their distribution at any time or (ii)
otherwise until July 18, 2001, except in either case in
accordance with Regulation S under the Securities Act. Terms
used above have the meanings given to them by Regulation S."
Terms used in this paragraph 1 have the meanings given to them
by Regulation S under the Securities Act.
2. Each of the Banks represents and agrees that it has not
entered and will not enter into any contractual arrangement
with respect to the distribution or delivery of the Bonds
except with its affiliates or with the prior written consent
of the Issuer.
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3. In addition,
(1) except to the extent permitted under U.S. Treas.
Reg.ss.1.163-5 (c)(2)(i)(D) (the "D Rules"),
a) each Bank represents and agrees that it has
not offered or sold and during the
Restricted Period will not offer or sell
Bonds to a person who is within the United
States or its possessions or to a United
States person, and that it will use
reasonable efforts to sell the Bonds in
Switzerland, and
b) each Bank represents and agrees that it has
not delivered and will not deliver within
the United States or its possessions Bonds
that are sold during the Restricted Period;
(2) each Bank represents and agrees that it has and will
have in effect throughout the Restricted Period
procedures reasonably designed to ensure that its
employees or agents who are directly engaged in
selling Bonds are aware that Bonds may not be offered
or sold during the Restricted Period to a person who
is within the United States or its possessions or to
a United States person, except as permitted by the D
Rules;
(3) with respect to each affiliate that acquires from a
Bank Bonds for the purpose of offering or selling
during the Restricted Period, each Bank repeats and
confirms the representations and agreements contained
in sub-clauses (1) and (2) on its behalf.
Terms used in this sub-clause (3) have the meaning given to them by the
U.S. Internal Revenue Code and regulations thereunder, including the D
Rules.
The "Distribution Compliance Period" and the "Restricted Period" means
that period expiring on July 18, 2001, except that any offer or sale of
Bonds by a Bank shall be deemed to be during the Distribution
Compliance Period if the Bank holds those Bonds as part of an unsold
allotment.
United Kingdom
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Each Bank represents and agrees that:
1. it has not offered or sold and prior to the date six months
after the Closing Date will not offer or sell any Bonds, to
persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which
have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995 (as amended);
2. it has complied and will comply with all applicable provisions
of the Financial Services Xxx 0000 with respect to anything
undertaken by it in relation to the Bonds in, from or
otherwise involving the United Kingdom; and
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3. it has only issued or passed on, and will only issue or pass
on, in the United Kingdom any document received by it in
connection with the issue of the Bonds to a person as
described in Article 11 (3) of the Financial Services Xxx 0000
(Investment Advertisements) (Exemptions) Order 1996 (as
amended) or a person to whom such document may otherwise
lawfully be issued or passed on.
As used herein, "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland.
Jersey
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Each Bank represents, warrants and agrees that (i) it has not offered
and will not offer any Bonds in Jersey and (ii) it has not distributed
and will not distribute the Prospectus or other offering material
relating to the Bonds in Jersey.
Bonds may not be offered to, sold to or purchased by persons resident
for income tax purposes in Jersey (other than financial institutions in
the ordinary course of business).
IV. Permanent Global Certificate
1. Form and Denomination
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The Issue shall be represented by a permanent global certificate in the
form of Annex B hereto (the "Permanent Global Certificate") and shall
be divided into co-ownership quotas of CHF 5,000 and multiples thereof
entitling to payment of interest (the "Coupons") and allocated to the
co-owners (the "Bondholders" and the "Couponholders" respectively). The
Permanent Global Certificate will be deposited by CSFB with SIS
SEGAINTERSETTLE AG ("SIS") until final redemption or printing of the
Bonds.
2. Printing of the Bonds
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Bondholders and Couponholders shall not at any time have the right to
demand the printing and delivery of individual certificates for Bonds
or Coupons. Only CSFB shall be entitled to have the Bonds and Coupons
printed and delivered if, under Swiss or foreign law, the enforcement
of obligations under this Issue can only be ensured by means of
effective Bonds and Coupons, e.g. in the case of bankruptcy, relief of
debtors or reorganisation of the Issuer. In these cases, the Bonds and
Coupons will be printed at the cost of the Issuer.
Until individual certificates for Bonds and Coupons have been issued,
the expressions "Bonds" and "Coupons" herein shall mean and include the
Permanent Global Certificate, and the expressions "Bondholders" and
"Couponholders" shall mean and include the bearer of the Permanent
Global Certificate and the persons entitled to co-ownership rights
therein.
If printed, the Bonds and Coupons shall be exchanged for the Permanent
Global Certificate by CSFB which shall cancel the Permanent Global
Certificate and surrender it to the order of the Issuer. The individual
certificates for the Bonds and Coupons shall substantially be in the
form of Annex C-1 and C-2 hereto.
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The Issuer irrevocably authorises CSFB to use the specimen signatures
deposited with CSFB in accordance with Article VII for printing the
Bonds and Coupons with the same binding effect upon the Issuer as if
the Bonds had been issued and signed by the Issuer on the payment date.
3. Servicing of the Printed Bonds and Coupons
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If and when the Bonds are printed, CSFB shall periodically destroy them
after redemption or conversion, and submit to the Issuer lists
containing the serial numbers of the Bonds so destroyed.
If and when the Coupons are printed together with the effective Bonds,
CSFB shall periodically destroy them after payment in respect thereof
has been made, submitting to the Issuer a statement of the number of
Coupons destroyed, classified according to due dates, without, however,
keeping or submitting lists containing the serial numbers of the
Coupons destroyed.
V. Payment of Net Proceeds
On the value date June 8, 2001 (the "Closing Date"), CSFB on behalf of the Banks
will pay to the Issuer the Net Proceeds (as defined in Article VI hereafter) of
CHF 166,600,000 by transfer to a non-interest bearing account with CSFB
designated by or on behalf of the Issuer.
The relevant instructions, which must also contain bank transfer details, signed
by duly authorised representatives of the Issuer, must be received by CSFB by 9
a.m. at the latest (Zurich time) two Business Days (as defined in Article XI
below) prior to the Closing Date in order to ensure their execution on the
Closing Date.
VI. Fees and Commissions
The Issuer or the Guarantor if applicable shall pay to CSFB the following fees
and costs for the account of the Syndicate Banks:
a) 2.00% underwriting commission calculated according to the par value of
the Bonds, i.e. CHF 3,400,000;
b) paying agent's commission:
(i) on the coupon amount 0.03%, i.e. CHF 0.015 per Coupon
pertaining to one Bond with a par value of CHF 5,000
(ii) on the par value of the redeemed Bonds 0.03%, i.e. CHF 1.50
per Bond with a par value of CHF 5,000
c) all reasonable costs and expenses incurred by the paying agents acting
in such capacity in accordance with this Agreement up to an aggregate
amount of CHF 100,000;
d) the costs of all public notices in connection with the Bonds according
to Section 14 of the Terms of the Bonds;
e) on conversion of Bonds, a conversion commission of 0.375% calculated on
the nominal amount of each converted Bond of CHF 5,000 par value, i.e.
CHF 18.75. Any adjustment to the conversion price which may be
applicable according to Sections 7.6 and 7.7 of the Terms of the Bonds
shall not result in any reduction of such commission. However, the
Banks shall upon conversion deliver the Registered Shares to the
holders of conversion rights free of all charges;
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f) the Swiss federal stamp tax on the issue of securities
(Emissionsabgabe) and the SWX Swiss Exchange levies on the conversion
price upon conversion and all other taxes and duties payable hereunder
shall be fully borne by the Issuer;
g) expenses incurred by SIS for the requisite administrative acts during
the life of the Bonds;
h) the one-off administrative fee of the Admission Board of the SWX Swiss
Exchange (the "Admission Board") and standard listing fees on the Bonds
to the SWX Swiss Exchange;
i) maintenance charges levied by the Admission Board for listing the
Bonds;
j) the reasonable costs of printing and dispatching the listing Prospectus
and the costs of typesetting and publishing the listing notices;
k) costs of printing and delivery of individual bond certificates in
exchange for the Permanent Global Certificate deposited with SIS
pursuant to Article IV set out above as well as the one-off costs of
delivering and depositing the Permanent Global Certificate at SIS.
The underwriting commission as described in a) shall be deducted from the Issue
Price for the purpose of calculating the net proceeds of the Issue (the "Net
Proceeds").
The paying agent's commission according to b) shall be payable when the interest
is paid under each Coupon and the principal falls due, as provided by Article Xl
of this Agreement.
The costs under c), d) and h) to k) shall be due and payable once CSFB has
delivered the appropriate statement of account to the Issuer.
The conversion commission according to e) shall be rendered on conversion of the
Bonds. It is understood that in case of conversion no paying agent's commission
on the principal is due.
The taxes and levies under f) shall be paid by the Issuer when due.
VII. Conditions Precedent
The obligations of CSFB on behalf of the Syndicate Banks to underwrite and to
pay the Net Proceeds (as defined in Article VI) for the Issue on the Closing
Date shall be subject to the following conditions precedent:
(i) CSFB on behalf of the Syndicate Banks shall have received on the date
of the Prospectus a letter in form and substance satisfactory to CSFB
from PricewaterhouseCoopers SA, statutory auditor of the Issuer, with
respect to the financial statements and certain financial information
contained in the Prospectus.
(ii) CSFB on behalf of the Syndicate Banks shall have received on the date
of the Prospectus a letter in form and substance satisfactory to CSFB
from PricewaterhouseCoopers SA, statutory auditor of the Guarantor, and
from Xxxxx Xxxxxxxx LLP, former statutory auditor of Labtec Inc., with
respect to the financial statements and certain financial information
contained in the Prospectus.
(iii) Three Business Days (as defined in Article XI) prior to the Closing
Date, the Issuer and the Guarantor shall have furnished to CSFB on
behalf of the Syndicate Banks the following documents as evidence of
their authority and power to enter into and
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execute the Agreement including all Annexes and the Guarantee in a
valid and binding manner:
1. With respect to the Issuer:
a) A copy of the resolutions of the Board of Directors of the
Issuer approving the issuing of the Bonds and approving the
execution and performance of this Agreement, certified by any
officer of the Issuer to be a true and up-to-date copy of the
original;
b) An Incumbency Certificate issued by the secretary of the
Issuer evidencing, together with the resolutions of the Board
of Directors of the Issuer set forth under a) above, the
authority of the person or persons signing the Agreement, the
Deposit Agreement for the Registered Shares
(Hinterlegungsvertrag), the Prospectus, the Permanent Global
Certificate and the Bonds to do so on behalf of the Issuer, by
their individual or joint signatures, as the case may be;
c) Three certified copies of the Memorandum and Articles of
Association of the Issuer;
d) A legal opinion for the Issuer in relation to the laws of
Jersey, dated as of Closing Date and executed by such external
counsel in such form and with such content as CSFB on behalf
of the Syndicate Banks and the Bondholders may reasonably
request (including the statement that the Issuer is authorised
to pay the par value of the converted Bonds to the Guarantor,
as well as the statement that the intended use of the Net
Proceeds does not infringe Jersey law);
e) A Permanent Global Certificate duly and validly signed on
behalf of the Issuer (Annex B);
f) A tax report by PriceWaterhouseCoopers SA, the Issuer's tax
advisor, on the relevant tax implications
g) Specimen signatures for the eventual printing of the Bonds and
Coupons (Annex C-3);
h) A declaration for the attention of the SWX Swiss Exchange
(Annex F-1);
i) Certificate of No Material Adverse Change by the Issuer (in
the form of Annex G-1);
j) A certified copy of (i) the consent of the Jersey registrar of
companies to the circulation of the Prospectus under the
provision of Article 6 of the Companies (General Provisions)
(Jersey) Order 1992 and (ii) the consent of the Jersey
Financial Services Commission under Article 4 B of the Control
of Borrowing (Jersey) Order 1958 to the issue of the Bonds;
and
k) Two copies of the Prospectus duly and validly signed on behalf
of the Issuer.
2. With respect to the Guarantor:
a) A copy of the resolutions of the Board of Directors of the
Guarantor on the issuing of the Guarantee and particularly on
the consent to this Agreement, certified by any officer of the
Guarantor to be a true and up-to-date copy of the original;
b) Three certified excerpts from the commercial register of the
Guarantor showing, inter alia, the person or persons signing
the Agreement, the Deposit Agreement, the Prospectus and the
Guarantee to be authorised to do so on behalf of the
Guarantor, by their individual or joint signatures, as the
case may be;
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c) Three certified copies of the Articles of Incorporation and
By-Laws of the Guarantor;
d) A copy of the resolutions of the Board of Directors of the
Guarantor on the implementation of the authorised increase of
the share capital, certified by any officer of the Guarantor
to be a true and up-to-date copy of the original;
e) A legal opinion in relation to Swiss law on certain topics in
connection with the increase of the share capital of the
Guarantor executed by such external counsel in such form and
with such content as CSFB on behalf of the Syndicate Banks and
the Bondholders may reasonably request (including the
statement that the authorized increase of the Guarantor's
share capital at the amount of CHF 2,725,000 has been duly and
validly implemented);
f) A copy of the Deposit Agreement duly and validly signed by the
Issuer, the Guarantor and Credit Suisse;
g) Two copies of the Prospectus duly and validly signed on behalf
of the Guarantor;
h) Certificate of No Material Adverse Change by the Guarantor (in
the form of Annex G-2);
i) Five copies of the latest audited annual consolidated
financial statements (including the Auditor's Report) of the
Guarantor for the listing of the Bonds on the SWX Swiss
Exchange as per Article IX;
j) A duly and validly signed Guarantee as per Annex E; and
k) A declaration for the attention of the SWX Swiss Exchange
(Annex F-2).
All documents shall be drafted in English or in German.
VIII. Prospectus
The Issuer and the Guarantor undertake to send the requisite information and
documentation pertaining to the aims of the issue, the incorporation and
development of the Issuer and the Guarantor, their objects, their actual and
expected legal situation and financial position in due time so that CSFB is able
to prepare
1. the prospectus in the form of a brochure (the "Prospectus"), and
2. the listing notice (the "Notice").
The information necessary for drawing up the Prospectus and the Notice is set
out in the Listing Rules of the SWX Swiss Exchange.
CSFB will prepare the Prospectus and the Notice in accordance with Swiss law and
practice and the Listing Rules of the SWX Swiss Exchange.
In drawing up the Prospectus, CSFB is entitled to rely entirely on the documents
and information supplied to it by the Issuer and the Guarantor. The Prospectus
shall be reviewed by the Issuer, the Guarantor and CSFB. It shall be incumbent
upon CSFB to ensure that the Prospectus and the Notice comply with the Listing
Rules of the SWX Swiss Exchange and with Swiss law.
In view of the listing of the Bonds on the SWX Swiss Exchange, the Issuer and
the Guarantor undertake to sign by hand two copies of the Prospectus and to
remit them to CSFB (as mentioned in Article VII, Sections 1. k) and 2.g)).
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CSFB shall prepare the Notice in German and French and shall arrange publication
in Swiss newspapers.
With respect to the above-mentioned activities to be performed by CSFB, CSFB is
authorised to engage third parties on behalf of the Issuer and/or the Guarantor.
IX. Listing
The Issuer herewith authorises CSFB to apply on its behalf for the listing of
the Bonds until their maturity on the SWX Swiss Exchange, and the Issuer and the
Guarantor will deliver a declaration in the Form of Annex E and shall use their
best endeavours to maintain such listing during the life of the Bonds and to
strictly adhere to the rules and regulations of the SWX Swiss Exchange, in
particular with respect to the Listing Obligations (Annex D).
So long as any of the Bonds are not redeemed or converted, the Issuer and the
Guarantor respectively shall
1. send to CSFB each year a) in the case of the Issuer as soon as
available (but not later than 150 days after the end of the Issuer's
fiscal year) five copies of its annual accounts and profit and loss
statement together with a copy of the report by its independent
auditors, and b) in the case of the Guarantor as soon as available (but
not later than 150 days after the end of its fiscal year) five copies
of such annual reports and audited annual financial statements as are
made available generally to its shareholders;
2. send to CSFB copies of all financial or other information made
available generally to other creditors and/or shareholders; and
3. give notice in writing to CSFB of
(i) any change in the Issuer's and/or the Guarantor's By-Laws or
Articles of Association relevant to the Bonds and their
listing; and
(ii) any non-compliance by the Issuer and/or the Guarantor with
Section 6 or any event described under Section 8, 9, or 10 of
the Terms of the Bonds, forthwith upon becoming aware thereof
and without waiting for CSFB to take any of the actions
mentioned herein.
The above documents must be prepared either in English or in German. CSFB is
authorised to hold any such documents at the disposal of the Bondholders.
X. Conversion of Bonds
a) Conversion period
CSFB as principal conversion agent shall be the centre for exercising
conversion rights. From June 8, 2001 to June 5, 2006, noon (Swiss
time), at the latest, the Bondholders may convert the Bonds into
Registered Shares of the Guarantor at any time at no extra charge in
accordance with the Terms of the Bonds (Section 7) (the "Conversion")
by presenting at a Swiss branch of one of the Banks set out in Section
4 of the Terms of the Bonds a written exercise declaration and at the
same time supplying the Bonds together with all Coupons which have not
been presented for payment.
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On expiry of the conversion exercise period, the Bonds which have been
duly presented and surrendered for Conversion together with all Coupons
which have not been presented for payment, shall be cancelled entirely
by CSFB and shall be considered redeemed.
b) Registered Shares for Conversion
The Issuer and/or the Guarantor shall make available on the Closing
Date 272,500 Registered Shares of the Guarantor (the "Deposited
Shares"). The Issuer and/or the Guarantor shall deposit or cause to be
deposited the Deposited Shares in a blocked custody account held at
Credit Suisse in accordance with the Deposit Agreement, in order to
serve delivery, via CSFB as principal conversion agent, of the
Registered Shares pursuant to para. (c) hereafter until the earlier of
(i) the release of the Deposited Shares pursuant to the next paragraph
or (ii) the redemption or conversion in full of all the Bonds.
CSFB shall agree to the release of the Deposited Shares, if and as soon
as the following conditions are fulfilled: (i) a shareholders' meeting
of the Guarantor shall have duly resolved to create conditional share
capital in a nominal amount of CHF 2,725,000, divided into 272,500
Registered Shares, for the purpose of serving the execution of the
conversion rights pertaining to the Bonds according to Article 653 of
the Swiss Code of Obligations (the "Conditional Capital"), and (ii) the
Conditional Capital shall have been duly registered with the commercial
register of the Canton of Vaud, and (iii) the two-months-period for
challenging the respective shareholders' resolution shall have expired,
and (iv) no legal action challenging the respective shareholders'
resolution shall be legally pending, and (v) the Guarantor shall have
furnished to CSFB certificates from the competent courts confirming
that the respective shareholders' resolution has not been challenged,
and (vi) the Guarantor shall have provided CSFB with a legal opinion of
the external legal counsel of the Guarantor acceptable to CSFB which
confirms that the respective shareholders' resolution is valid. If and
as soon as these conditions are met, Conversion shall be effected in
accordance with para. (d) hereafter.
c) Effecting Conversion in the absence of Conditional Capital
For so long as no Conditional Capital has been created pursuant to
para. b) above, CSFB shall (i) deliver Deposited Shares, after having
received them pursuant to the Deposit Agreement, to the parties
presenting Bonds for the purposes of Conversion and (ii) debit or
credit any difference, if applicable, in accordance with Section 7.5 of
the Terms of the Bonds.
d) Effecting Conversion if Conditional Capital created
As soon as Conditional Capital has been created, the conditions
pursuant to para. b) above being fulfilled, conversion shall be
effected as follows:
(i) CSFB will notify the Issuer and the Guarantor of each
conversion notice. With respect to each conversion notice the
Guarantor on behalf of the Issuer shall make available the
required number of Registered Shares under the Conditional
Capital to CSFB (on behalf of the Bondholders) with SIS and
pay any balancing amount as set out in Section 7.5 of the
Terms of the Bonds into an account to be specified by CSFB.
Subsequently, CSFB shall deliver the
A-14
respective number of Registered Shares to the converting
Bondholders on the Issuer's and the Guarantor's behalf and pay
any balancing amount on fractions according to Section 7.5 of
the Terms of the Bonds to the converting Bondholders or the
Conversion Agents (as defined in Article XI below),
respectively.
(ii) For the issuance of Registered Shares under the Conditional
Capital, the Issuer shall pay to the Guarantor the aggregate
par value of Bonds as set forth in the relevant conversion
notices in each case, either by paying such amount in cash or
by set-off on a Franc-to-Franc basis against its claims under
an intercompany loan which it granted to the Guarantor.
(iii) If the Issuer fails to pay the amount as set forth in para.
(ii) above, the Issuer or, on behalf of the Issuer, the
Guarantor shall within three Business Days deliver to CSFB the
required number of Registered Shares (treasury shares or
otherwise).
e) CSFB's duties
CSFB further undertakes
1) to inform the Issuer and the Guarantor on a monthly basis of
the size of each conversion and the aggregate of the
conversions made during the last month and, as soon as
possible after expiry of the conversion period, on the total
size of the conversions made;
2) to make the necessary arrangements for checking the exercise
declarations with regard to the person entitled under the Bond
and the completeness and par value of Bonds presented for
Conversion;
3) if individual bond certificates are printed and delivered, to
credit upon notification the interest accruing to the
Bondholders for missing Coupons at the time of conversion to
special, non-interest bearing bond and redemption accounts
maintained free of all charges in the name of the Issuer,
thereby making provision for any possible late request for
corresponding interest payment(s). On expiry of the statutory
limitation period, these sums shall be freely available to the
Issuer.
f) Duties of the Guarantor
The Guarantor agrees
1) to bear the Federal stamp taxes falling due on the Conversion
Price (in case of Conditional Capital) or on the Conversion
Price minus the nominal value (in the absence of Conditional
Capital); and
2) to report to the SWX Swiss Exchange, on a monthly basis, the
number of Bonds converted and the number of outstanding
conversion rights and the number of Registered Shares issued
under the Conditional Capital (if any), even if there have
been no Conversions during the respective reporting period.
XI. Paying and Conversion Agents
The Issuer nominates CSFB
A-15
a) as its principal paying agent and financial domicile in relation to the
SWX Swiss Exchange and SIS for paying the principal and proceeds (the
"Payment Services") in connection with the Bonds and designates CSFB,
Credit Suisse, Banque Cantonale Vaudoise and BNP Paribas (Suisse) SA as
official paying agents; and
b) as its principal conversion agent pursuant to Article X of this
Agreement for conversion of the Bonds into Registered Shares, and
designates CSFB, Credit Suisse, Banque Cantonale Vaudoise and BNP
Paribas (Suisse) SA as official conversion agents (the "Conversion
Agents").
In addition, the Issuer appoints CSFB exclusively to coordinate and carry out
all administrative acts in connection with the Bonds.
The Issuer shall pay CSFB the commissions set out in Article VI in connection
with the administrative acts under a) and b) as aforesaid. CSFB shall pay
therefrom to the Syndicate Banks the commissions as agreed separately between
CSFB and the Syndicate Banks.
The Issuer agrees not to designate any further conversion or paying agents for
the Bonds without CSFB's consent.
The services of the paying agent with regard to the Bonds shall be centralised
at CSFB. For the payment of interest and principal, the Issuer shall be obliged
to provide in Swiss Francs the requisite sums of money at CSFB, including the
paying agent's commission according to Article VI, when due in each case, by
notifying CSFB in advance in good time. If such sums should not fall due on a
Business Day, the Issuer agrees to remit the requisite sums on the next Business
Day following the due date.
The term "Business Day" means a day (except Saturday and Sunday) on which banks
are open in Zurich.
CSFB is entitled to charge default interest for payments not made in due time
which shall be calculated on the basis of the higher of (i) the interest rate of
the Bonds or (ii) the interest rate quoted by CSFB for day-to-day money in Swiss
Francs in accordance with Swiss law.
CSFB shall credit the funds transferred by the Issuer to special, non-interest
bearing bond and redemption accounts, which shall be maintained free of all
charges, and shall, upon notification, successively debit these accounts with
the sums paid in accordance with this Agreement (including paying agent's
commission according to Article VI). CSFB shall reimburse the Issuer the
equivalent of any unclaimed interest and payments of principal, which have been
forfeited through expiry of the statutory limitation period. The Issuer shall
bear the risks of transfer where applicable.
In so far as individual bond certificates shall be printed and delivered
pursuant to Article IV, CSFB shall destroy the redeemed Coupons and shall draw
up a record indicating the number of destroyed Coupons, classified according to
their Coupon due date, but without specifying their serial numbers. Redeemed
Bonds shall be periodically destroyed by CSFB, whereby a record will be drawn up
with a list of serial numbers.
In such an event, CSFB reserves the right to keep records both of redeemed
Coupons and Bonds on some visual or other recording medium instead of physically
storing them, during the period of time prescribed by law, after which it shall
destroy them. These records of
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redeemed Coupons and Bonds shall remain in safe custody at CSFB during the
statutory period prescribed by law.
XII. Taxes
The Issuer shall bear the securities issue tax and stock market fees on the
conversion price which are due upon acquisition of the Registered Shares by
conversion and it, or CSFB acting as agent on behalf of the Issuer, shall pay
these taxes to the relevant tax authority and the fees to the SWX Swiss
Exchange.
A-17
XIII. Duty to Report
CSFB has reported this Issue to the Swiss National Bank in accordance with
applicable law.
XIV. Notices
All notices required under the Agreement or the Bonds (including the Permanent
Global Certificate) or the Coupons shall be made (i) in writing and sent by
registered airmail, or (ii) by telefax (confirmed in writing and sent by
registered airmail) addressed to the following addresses:
a) If to the Syndicate Banks or the Bondholders:
--------------------------------------------
Credit Suisse First Boston
X.X. Xxx 000
XX-0000 Xxxxxx / Xxxxxxxxxxx
Attention: Department FBSC
Telefax no. x00 0 000 00 00
b) If to the Issuer:
----------------
Logitech (Jersey) Limited
XX Xxx 0000
Xxxxxxxxx House
0 Xxxxxx Xxxxxx
Xx. Xxxxxx
Xxxxxx XX0 0XX
Attention: Xx. Xxxxx Xxxxxxx Le Quesne
Telefax no. x00 0000 000 000
with copies to:
Logitech Inc.
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 0000
XXX
Attention: Xxx. Xxxxxxx Xxxxx, CFO
Telefax no. x0 000 000 0000
Logitech International XX
Xxxxxx xx Xxxx
XX-0000 Romanel-sur-Morges
Switzerland
Attention: Xx. Xxxx-Xxxx Xxxxxxxx
Telefax no. x00 00 000 00 00
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c) If to the Guarantor:
-------------------
Logitech International X.X.
Xxxxxx xx Xxxx
XX-0000 Romanel-sur-Morges
Switzerland
Attention: Xx. Xxxx-Xxxx Xxxxxxxx
Telefax no. x00 00 000 00 00
with a copy to:
Logitech Inc.
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 0000
XXX
Attention: Xxx. Xxxxxxx Xxxxx, CFO
Telefax no. x0 000 000 0000
or to such other address as notified by any party pursuant hereto.
Such notice shall be deemed to have been duly given; (i) in the event of sending
the notice by registered airmail upon its receipt by the recipient before 4 p.m.
on the relevant Business Day; (ii) in the event of sending the notice via
telefax upon receipt of the telefax message by the recipient before 4 p.m. on
the relevant Business Day provided that the recipient shall subsequently receive
the confirmation in writing sent via registered airmail.
XV. Public Announcements
All public communications relating to the Bonds (such as, for instance, the
notices regarding the early redemption of the Bonds), shall be made, at the
expense of the Issuer, by CSFB in the Swiss Official Commercial Gazette
(Schweizerisches Handelsamtsblatt), as well as in accordance with the rules of
the SWX Swiss Exchange.
XVI. Representations and Warranties
The Issuer and the Guarantor severally represent and warrant, unless otherwise
set forth hereafter, as of the date hereof and on Closing Date:
1. Legal Status: Each of the Issuer and the Guarantor has been properly
------------
incorporated and is existing under the laws of Jersey or Switzerland,
respectively. Each of the Issuer and the Guarantor has the right to
institute legal proceedings, and legal action may be taken against each
of them. Each of the Issuer and the Guarantor owns or possesses its
assets and has the right to carry on its commercial activities as
currently conducted;
2. Authority: The Issuer and the Guarantor are authorised to agree to and
---------
exercise the rights to which they are entitled under this Agreement and
to perform and comply with the obligations imposed under this Agreement
including the creation and issue of the bonds; the Issuer and the
Guarantor hereby confirm that this Agreement and the bonds constitute a
valid and binding agreement, enforceable against the Issuer and the
Guarantor in accordance with their respective terms;
A-19
3. Permits: The Issuer and the Guarantor have obtained all necessary
-------
approvals and permits under the laws of Jersey and Switzerland, which
are required in order
a) to enter into this Agreement, issue the Permanent Global
Certificate and the Bonds and circulate the Prospectus; and
b) to create and exercise the rights specified therein and to
discharge their respective obligations in a legally binding
manner;
4. Compliance with laws, etc.: By entering into and exercising their
--------------------------
rights and/or meeting their obligations under the Agreement and the
Terms of the Bonds and by using the Net Proceeds, neither the Issuer
nor the Guarantor at the present time or in the future is or will be in
any material way whatsoever in breach of
a) any Act of Parliament, Order or any other Regulation to which
the Issuer or the Guarantor is subject; or
b) the Articles of Association or any By-Laws of the Issuer or
the Guarantor;
5. Binding Obligation: The obligations of the Issuer and the Guarantor
------------------
pursuant to this Agreement, the Permanent Global Certificate and the
Bonds and Coupons fall within general principles of financing with
borrowed funds and are consistent with the Issuer's and the Guarantor's
terms and conditions and the applicable laws in relation to bankruptcy,
insolvency, receivership, arrangements with creditors and other similar
laws granting relief to borrowers as well as those laws creating rights
of lien or preferential rights or which otherwise relate to or have an
effect upon the rights of creditors;
6. Prospectus: The Prospectus (as defined in Article VIll), which has been
----------
prepared by CSFB on the basis of information from the Issuer and the
Guarantor, contains all relevant information required to be contained
therein under Swiss law and the Listing Rules of the SWX Swiss
Exchange. The representations regarding any facts which may have a
material adverse effect contained in the Prospectus are true and
complete;
7. Annual accounts: The financial statements of the Issuer and the
---------------
Guarantor contained in the Prospectus were prepared in accordance with
laws of Switzerland and Jersey, respectively, and the rules and
regulations of SWX Swiss Exchange and generally accepted accounting
principles prevailing in Switzerland and Jersey, respectively, and
represent the profit and loss and the financial situation of the Issuer
and the Guarantor as of the dates set forth therein in accordance with
such laws, regulations and principles;
8. No material adverse change: Since the relevant date set forth in the
--------------------------
latest audited financial statements no material adverse change has
occurred in the consolidated business results or the financial
situation of the Issuer and the Guarantor;
9. Litigation: As far as the Issuer and the Guarantor are aware, save as
----------
indicated in the Prospectus, there are no lawsuits, arbitration
proceedings or court proceedings under administrative law pending or
threatened in writing to be commenced, and no non-appealable judgements
or decisions which have not yet been enforced, to which the Issuer or
the Guarantor or a Significant Affiliated Company is a party and which
may have the effect:
A-20
a) to jeopardise the validity of this Agreement, the exercise of
rights and/or the performance, enforceability or compliance
with obligations pursuant to this Agreement including the
Permanent Global Certificate, Bonds and Coupons and the Terms
of the Bonds; or
b) or to otherwise materially negatively affect this Agreement.
A "Significant Affiliated Company" as used in this Agreement shall be
deemed to be any company in which the Guarantor directly or indirectly
owns more than 50% of the voting rights and (i) which constitutes 15%
or more of the total consolidated assets of the Guarantor and/or (ii)
which produces 15% or more of the Guarantor's total consolidated
earnings before interest and taxes (EBIT).
Under the circumstances on May 25, 2001, only the following companies
are deemed to be Significant Affiliated Companies: (i) Logitech Inc.,
California, USA, (ii) Logitech (Europe) SA, Switzerland, (iii) Logitech
Far East Limited, Taiwan, (iv) Suzhou Logitech Computing Equipment Co.
Ltd., China, and (v) Labtec Inc., USA.
10. No Event of Default: As of the date hereof, there are (i) no false or
-------------------
incorrect statements contained in Section 5 of the Terms of the Bonds,
(ii) no securities granted by the Guarantor or the Issuer pursuant to
Section 6 of the Terms of the Bonds, (iii) no events occurring as set
forth in Section 8 of the Terms of the Bonds and (iv) no events of
default according to Section 9 of the Terms of the Bonds. Neither the
Issuer or the Guarantor, nor a Significant Affiliated Company is in
breach of any contract which may have an effect as set forth in Section
9 a) or b) above.
XVII. Severability
If at any time any one or more of the provisions hereof is or becomes unlawful,
invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions hereof shall not be in
any way affected or impaired thereby.
XVIII. Termination of the Agreement
The Syndicate Banks, represented by CSFB, reserve the right to withdraw from
this Agreement at any time prior to the Closing Date, if
1) any of the representations and warranties under Article XVI proves to
be false or becomes false after this Agreement has been entered into;
2) any of the closing documents described in Article VII has not been duly
provided;
3) the requisite number of Registered Shares of the Guarantor has not been
deposited in a blocked custody account held at Credit Suisse or the
Deposit Agreement has not been duly and validly signed by the Guarantor
and Credit Suisse; or
4) in the event of any significant occurrences of a national or
international, financial, economic or political nature, or in relation
to monetary policy or the stock exchange or any circumstances of any
other kind, which in the view of the Syndicate Banks, represented by
CSFB, would seriously jeopardize the success of the intended Issue and
the placement of the Bonds and Coupons for public subscription.
A-21
Any such decision of withdrawal by CSFB acting on behalf of the Syndicate Banks
to terminate the Agreement shall be final and binding upon the Issuer and the
Guarantor. In case of any such withdrawal, CSFB shall immediately notify the
Issuer and the Guarantor of such decision.
Upon such notice being given, the obligations of the Issuer, the Guarantor and
the Syndicate Banks under this Agreement shall terminate and be of no further
effect. In case of withdrawal in accordance with paragraph 1) to 3) of this
Article XVIII the Issuer and/or Guarantor undertakes to hold the Syndicate Banks
indemnified against all losses, liabilities, costs, charges and expenses which
they may incur as a result of such withdrawal. In case of withdrawal under
paragraph 4) of this Article XVIII, each party shall bear its own cost and
expenses incurred by it in connection with the Issue.
XIX. Liability
The Syndicate Banks shall incur no liability for or in respect of any action
taken by them in reliance upon the Agreement, the Permanent Global Certificate,
any Bond, Coupon, notice, direction, certificate or other document reasonably
believed by the Syndicate Banks to be genuine and to have been passed or signed
by the Issuer or the Guarantor. The Syndicate Banks shall be obliged to perform
only such duties as are specifically set forth herein and shall not be under any
obligation to take any action hereunder which might involve them in any expense
or liability, the payment of which is not duly assured to them within a
reasonable time prior thereto.
XX. Applicable Law and Place of Jurisdiction
The Agreement, the Bonds and Coupons and the Guarantee are governed by Swiss
law.
Any dispute which might arise between the Syndicate Banks or the holders of the
Bonds or Coupons on the one hand, and the Issuer and/or the Guarantor on the
other hand, regarding this Agreement, the Guarantee and the Bonds or the Coupons
shall fall within the jurisdiction of the ordinary Courts of Justice of the
Canton of Zurich, place of jurisdiction being Zurich 3, with the right to appeal
to the Swiss Federal Court of Justice in Lausanne where the law permits. Solely
for that purpose and for the purpose of execution of the Agreement, the
Guarantee and Bonds or Coupons in Switzerland, the Issuer, so long as the Bonds
are outstanding, elects legal and special domicile at the domicile of the
Guarantor as its agent for service of process.
The above-mentioned jurisdiction is also valid for the declaration of
cancellation of the Global Certificate and individual certificates for Bonds and
Coupon and their subsequent replacement. Consequently, should such event occur,
the Issuer and the Guarantor shall be discharged by and to the extent of any
payment made to a holder recognised as creditor by an enforceable judgement of a
Swiss court.
Alternatively, the Syndicate Banks shall have the right to institute legal
proceedings against the Issuer before the competent courts of Jersey or the
country of domicile of the new debtor (as specified in Section 10 of the Terms
of the Bonds).
---------------------------------------------
A-22
Thus done and signed in five originals.
Fremont, May 31, 2001
Logitech (Jersey) Limited
/s/ Xxxxxxxx Xx Xxxx
----------------------------------------------------
Xxxxxxxx Xx Xxxx
President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxx
----------------------------------------------------
Xxxxxxx X. Xxxxx
Chief Finance Officer, Chief Accounting Officer,
And U.S. Representative
Fremont, May 31, 2001
Logitech International S.A.
/s/ Xxxxxxxx Xx Xxxx
----------------------------------------------------
Xxxxxxxx Xx Xxxx
President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxx
----------------------------------------------------
Xxxxxxx X. Xxxxx
Chief Finance Officer, Chief Accounting Officer,
And U.S. Representative
Zurich, May 31, 2001
Credit Suisse First Boston
/s/ Xxxxxxx Xxxxxxx
----------------------------------------------------
Xxxxxxx Xxxxxxx
Vice-President
/s/ Xxxxxx Xxxxx
----------------------------------------------------
Xxxxxx Xxxxx
Director
Banque Cantonale Vaudoise, BNP Paribas (Suisse) SA
represented by CSFB by way of power of attorney
/s/ Xxxxxxx Xxxxxxx
----------------------------------------------------
Xxxxxxx Xxxxxxx
Vice-President
A-23
Annex A
Terms of the Bonds
1. Denomination / Form of Securitisation / Custodianship
(a) The 1.00% convertible bonds 2001-2006 in the aggregate principal amount
of CHF 170,000,000 (the "Bond Issue") shall be divided into bearer
bonds made out to the holder at a par value of CHF 5,000 and multiples
thereof (the "Bonds") and be issued at par value (the "Issue Price").
The rights to which the holders of the Bonds and Coupons are entitled
(the "Bondholders") shall be securitised in a permanent global
certificate (the "Permanent Global Certificate") with the authentic
signature of Logitech (Jersey) Limited (the "lssuer"). The individual
Bondholder shall have co-ownership in the Permanent Global Certificate
including creditor rights pertaining thereto. The issue and delivery of
individual bond certificates shall be suspended during the entire
duration of the Bond Issue.
(b) For the duration of the entire life of the Bonds and until they have
been redeemed in full, the Permanent Global Certificate shall remain in
safekeeping with SIS SegaInterSettle AG ("SIS") or any other collective
safecustody organisation approved by the Admission Board of the SWX
Swiss Exchange.
(c) If Credit Suisse First Boston ("CSFB") deems it necessary or useful, or
if the presentation of individual certificates representing Bonds and
Coupons is required by Swiss or foreign laws in connection with the
enforcement of rights, CSFB will provide for such printing without cost
for the Bondholders and Couponholders in denominations of CHF 5,000 and
CHF 100,000. In such event, CSFB will then exchange the Permanent
Global Certificate as soon as possible against the definitive Bonds and
Coupons.
(d) Until such time as and if and when the definitive Bonds and Coupons
have been issued, the expressions "Bonds" and "Coupons" mean and
include co-ownership under the Permanent Global Certificate and the
expressions "Bondholder" and "Couponholder" shall mean and include any
person entitled to co-ownership and any further benefit under the
Permanent Global Certificate.
2. Interest and Yield to Maturity
(a) The Bonds bear interest from June 8, 2001 (the "Closing Date") at the
rate of 1.00% per annum, payable annually in arrears on June 8 (the
"Interest Payment Date"). For this purpose the Bonds are furnished with
Coupons, the first of which will become due and payable on June 8,
2002. Interest on the Bonds is computed on the basis of a 360-days year
of twelve 30-days months (30/360).
(b) Yield to Maturity: 1.96% per annum on the basis of a 360-days year of
twelve 30-days months (30/360).
3. Maturity and Redemption
(a) The Bonds shall reach maturity by June 8, 2006 (the "Final Maturity
Date"). Unless otherwise provided for in these Terms of the Bonds, the
Issuer agrees to redeem the outstanding Bonds at 105% of their par
value (the "Redemption Price") on the Final Maturity Date.
A-24
(b) The Issuer and the Guarantor may at any time purchase Bonds in the
market for any purpose (including cancellation).
(c) The Issuer shall be entitled to redeem the outstanding Bonds at the
Accreted Redemption Price (as defined below) on the following Interest
Payment Date if and as soon as Bonds representing more than 95% of the
aggregate principal amount have been converted. If the Issuer elects to
exercise its early redemption right hereunder, it shall give, as soon
as practicable, notice pursuant to Section 14 at least 60 days prior to
the redemption date.
(d) Furthermore, the Issuer shall have the right at any time to redeem the
outstanding Bonds at the Accreted Redemption Price plus accrued
interest if the closing prices of the Registered Shares (as defined
below) on the SWX Swiss Exchange reach or exceed, on 20 consecutive
Trading Days (as defined below), 150% of the then prevailing Conversion
Price (as defined in Sections 7.5 to 7.7 below). If the Issuer elects
to exercise its early redemption right hereunder, it shall give, as
soon as practicable, notice pursuant to Section 14 at least 60 days
prior to the redemption date. The Issuer must give notice within ten
Business Days after expiry of the stipulated period of time and shall
inform CSFB of this accordingly by telefax (confirmed in writing, sent
by registered airmail).
"Trading Day" means any day on which stocks are traded on the SWX Swiss
Exchange.
"Accreted Redemption Price" means, in respect of the Bonds, the following:
Accreted Redemption Price = Issue Price x ((1 + Accretion Rate) d/360)
Where
d = The number of days (on the basis of 360-day years of twelve
30-days months) from the Closing Date to (and including)
the Calculation Date.
Accretion Rate = 0.98058%
The "Calculation Date" shall be the earlier of (a) the date of early redemption
and (b) the Final Maturity Date.
The following table sets out the Accreted Redemption Price and the calculation
thereof based on the Accretion Rate on the indicated dates (each figure
representing a percentage of the principal amount of the Bonds).
Interest Payment Issue Price (1) Accretion (2) Accreted Redemption Price
Date (in % of the (in % of the (1) + (2)
par value) par value) (in % of the par value)
--------------------------------------------------------------------------------------------------------
June 8, 2002 100 0.9806 100.9806
June 8, 2003 100 1.9708 101.9708
June 8, 2004 100 2.9707 102.9707
June 8, 2005 100 3.9804 103.9804
June 8, 2006 100 5.0000 105.0000
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4. Servicing the Bond Issue / Payments / Statute of Limitations
(a) The Issuer agrees to pay the matured Coupons and in the absence of
conversion the Redemption Price or the Accreted Redemption Price for
redeemable Bonds to the Bondholders. The matured Coupons and Bonds may
be redeemed free of all charges at a Swiss branch of the following
banks:
Credit Suisse First Boston
Credit Suisse
Banque Cantonale Vaudoise
BNP Paribas (Suisse) SA
(b) The amounts required for the maturing payments on the Bonds and/or
Coupons will be made available by the Issuer in good time at the free
disposal of CSFB on behalf of the Bondholders and/or Couponholders.
(c) The Bonds shall cease to bear interest on the Final Maturity Date. In
the event of early redemption pursuant to Section 3 (c) and (d), the
Bonds must be presented with all Coupons which have not yet matured.
The amount of missing Coupons shall be deducted from the Redemption
Price or the Accreted Redemption Price. The Bonds and the Coupons shall
become unenforceable according to Section 15.
5. Status
The Bonds and Coupons constitute direct, unsecured, unconditional and
un-subordinated obligations of the Issuer ranking pari passu among themselves
and with all other present or future direct, unsecured, unconditional and
un-subordinated obligations for money borrowed, issued or guaranteed by the
Issuer.
6. Negative Pledge
The Issuer undertakes, as long as the Bonds are outstanding, but only up to the
time all amounts of principal and interest have been placed at the disposal of
the Bondholders and Couponholders pursuant to Section 4, not to provide any
security for other Bond issues, debentures, notes or similar loan obligations
with a maturity of more than twelve months, without at the same time enabling
the Bondholders to share equally and rateably in such security to an extent as
may be reasonably requested by CSFB, or providing for the benefit of the
Bondholders or Couponholders such other security as CSFB shall reasonably deem
necessary.
7. Bond Conversion
7.1 Exercising rights of conversion
The Bonds may be converted at any time during the Conversion Period at the
Conversion Price pursuant to Sections 7.5 to 7.7 below free of charge into
registered shares of CHF 10 nominal value each of the Guarantor (the "Registered
Shares") (American style) by way of presenting a conversion notice in writing
and the Bonds, with all unpaid Coupons, at a Swiss branch of one of the banks
set out in Section 4 (a) (the "Conversion Agents").
The Bonds presented for conversion shall be delivered with all the Coupons not
yet matured. Interest accrued on the Coupons shall not be credited. The amount
of the missing Coupon(s) shall be charged to the Bondholder on conversion. The
Bonds duly presented for
A-26
conversion shall be cancelled in their entirety by CSFB together with all the
Coupons accompanying the Bonds on delivery, on expiry of the Conversion Period
(as defined in Section 7.5 below) and shall be considered redeemed.
If a written conversion notice should arrive after 4 p.m., Swiss time, at one of
the aforementioned nominated banks on a Business Day, the Bonds to which it
refers shall be deemed to be converted on the next Business Day, inasmuch as
such day falls within the Conversion Period (as defined in Section 7.5 below).
The term "Business Day" means any day (except Saturdays and Sundays) on which
banks are open for the whole day in Zurich.
7.2 Taxes and Charges
The Issuer shall bear the taxes and charges due on the Conversion Price (as
defined in Sections 7.5 to 7.7 below) upon conversion of the Bonds and shall pay
these to the relevant authorities.
7.3 Entitlement to Dividends
The Registered Shares to be provided as a result of the Bond conversion shall be
granted equal entitlement to dividends as the Registered Shares already in
circulation, for the first time for the financial year of the Guarantor in which
conversion is declared. In case of conversions taking place in a new financial
year before the dividend payment date, Registered Shares without entitlement to
dividends for the previous financial year will be delivered. Such Registered
Shares will be traded on the SWX Swiss Exchange on a separate trading line until
the dividend payment date.
7.4 Delivery of Registered Shares
In order to serve the execution of the rights of the Bondholders to convert the
Bonds into Registered Shares, the Issuer has caused the delivery of initially
272,500 Registered Shares into a blocked custody account opened with Credit
Suisse, Xxxxxxxxxxx 0, 0000 Xxxxxx ("CS") (the "Deposited Shares"). These
Registered Shares are not pledged in favour of the Bondholders or CSFB. For so
long as no Conditional Capital has been created pursuant to the following
paragraph CSFB shall deliver the Deposited Shares, after having received them
pursuant to a separate deposit agreement, to the parties presenting Bonds for
the purpose of Conversion.
The Deposited Shares will be released by CS, if and as soon as CSFB agrees to
that. CSFB will do so, if and as soon as the Guarantor shall have duly and
effectively created conditional share capital in a nominal amount of CHF
2,725,000, divided into 272,500 Registered Shares, for serving the execution of
the conversion rights pertaining to the Bonds (the "Conditional Capital"). Upon
conversion, the Guarantor shall make available the Registered Shares under the
Conditional Capital to CSFB on behalf of the Bondholders with SIS and CSFB
shall, on behalf of the Issuer and the Guarantor, deliver to the converting
Bondholders the respective number of Registered Shares, provided that the Issuer
has fulfilled the obligations for contributions which are required to issue
Registered Shares under the Conditional Capital.
7.5 Conversion Rights, Conversion Period and Conversion Price
Bonds with a par value of CHF 5,000 each may be presented for conversion
exclusively in the period from June 8, 2001 to June 5, 2006, noon (Swiss time),
at the latest, or five days before the early maturity date according to Section
3 (c) or (d) above, until 4 p.m., Swiss
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time (the "Conversion Period") into initially 8.01282 (subject to adjustments as
mentioned below) Registered Shares (the "Conversion Ratio") free of all charges
at a conversion price of initially CHF 624.00 per Registered Share (the
"Conversion Price"), subject to any reduction in price as applicable pursuant to
Sections 7.6 and 7.7 of these Terms of the Bonds.
In order to calculate the number of Registered Shares to be delivered on
conversion, the total par value of the Bonds as set forth in the relevant
conversion notice shall be divided by the initial Conversion Price. The
resulting fraction of less than one Registered Share (calculated to six decimal
points), shall be multiplied by the then prevailing Conversion Price in each
case and the Issuer shall pay the corresponding amount in Swiss Francs (rounded
to five centimes) to the Bondholder exercising the conversion.
Any difference in amount between the prevailing Conversion Price and the initial
Conversion Price resulting from any Conversion Price reduction according to the
Anti-Dilution clause pursuant to Section 7.7 below shall be multiplied by the
number of Registered Shares to be delivered according to the preceding
paragraphs (including fractions calculated to six decimal points) and the
relevant amount in Swiss Francs (rounded to five centimes) shall be credited to
the converting Bondholder at the expense of the Issuer.
7.6 Adjustment
If the Guarantor during the life of the Bonds
- resolves to amalgamate or to split the Registered Shares,
- converts the Registered Shares into other equity interests or
makes any similar arrangements,
the appropriate new equities shall be delivered on conversion instead of
Registered Shares.
In the event of an alteration in capital structure pursuant to this Section 7.6,
Conversion Rights shall be adjusted accordingly. The Conversion Right and the
relevant date from which the adjusted Conversion Rights shall apply shall be
notified to the Bondholders in the manner stipulated under Section 14 of these
Terms of the Bonds. The aforementioned adjustments shall be binding on the
Bondholders, save in the case of a manifest error.
If the Guarantor during the life of the Bonds grants to its existing
shareholders securities of a company which is wholly or partly owned by the
Guarantor free of charge or against payment of a subscription price, then an
adjustment of the Conversion Price and/or the Conversion Right shall take place
which shall cover the interests of the Bondholders and shall be notified
pursuant to Section 14 of these Terms of the Bonds.
7.7 Anti-Dilution
(a) If the Guarantor during the life of the Bonds
- increases its share capital by issuing new Registered Shares
or other equities, and/or
- issues bonds with conversion rights or warrants for the
acquisition of Registered Shares or other equities, and/or
- issues separate warrants
and in the course thereof offers these new equities, bonds or
warrants in connection with a subscription offer to its
shareholders, then Bondholders are entitled, up to the
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10th calendar day before the general shareholders' meeting in which
the resolution is passed or, if no general shareholders' meeting
resolution is required, up to the 10th calendar day before the
official date (10 a.m.) on which the warrants or subscription rights
are allocated and/or first traded, to convert their Bonds as per
Section 7.5 of these Terms of the Bonds and to acquire Registered
Shares bearing the right to subscribe to the new equity, bonds or
warrants. For Bondholders who have not converted their Bonds by the
required date as mentioned above, the applicable Conversion Price
shall be reduced as follows:
- In the case of subscription rights, by the average (rounded up
or down to ten centimes) of the closing prices paid on the SWX
Swiss Exchange for the subscription rights pertaining to the
Registered Shares or to other equities instead of that on each
day of the first ten days of official subscription rights
trading; if there is no trading of subscription rights, by the
unified fixed price of the subscription rights.
- In the case of warrants, by the average (rounded up or down to
ten centimes) of the intrinsic value of the warrants pertaining
to the relevant Registered Shares, or to other equities instead
of that, resulting from the closing prices paid on the SWX Swiss
Exchange during the first ten days (intrinsic value of the
warrants being the average market value of one Registered Share,
minus the exercise price of the warrant, divided by the number
of warrants required for purchasing one Registered Share).
The new Conversion Price as per this Section 7.7 (a) above shall be
published - pursuant to Section 14 of these Terms of the Bonds - at the
latest ten Trading Days (as defined in Section 3 above) following the
close of official subscription rights trading or after the unified
subscription right price has been established or 20 Trading Days (as
defined in Section 3 above) after the commencement of trading in
warrants.
(b) If the Guarantor and/or the Issuer (after consultation with CSFB)
determines that an adjustment should be made to the Conversion Price as
a result of one or more events or circumstances not referred to in
Section 7.7 (a) above (even if the relevant event or circumstance is
specifically excluded from the operation of Section 7.7 (a) above), the
Guarantor and/or Issuer shall, at their own expense and acting
reasonably, request CSFB on behalf of the Bondholders, to determine as
soon as practicable what adjustment (if any) to the Conversion Price is
fair and reasonable to take account thereof and the date on which such
adjustment should take effect and, upon such determination, such
adjustment (if any and provided that it shall result in a reduction of
the Conversion Price) shall be made and shall take effect in accordance
with such determination, provided that such an adjustment shall only be
made pursuant to this Section 7.7 (b) if CSFB is so requested to make
such a determination not more than thirty (30) days after the date on
which the relevant event or circumstance arises.
Any adjustment as per this Section 7.7 (b) above shall be published -
pursuant to Section 14 of these Terms of the Bonds - as soon as
possible after the determination of the adjustment.
The calculations used to ascertain the new Conversion Price and/or Conversion
Ratio shall be binding upon the Bondholders, save in the case of a manifest
error.
The Conversion Price per Registered Share as per Section 7.7 (a) and Section 7.7
(b) above shall not be reduced if the reduction amounts to less than the higher
of CHF 0.05 and 0.10% of the then current Conversion Price.
A-29
Furthermore, the Conversion Price shall not be reduced if the Guarantor grants
to its shareholders in whole or in part, a right to subscribe to, or a warrant
for Registered Shares or other equities of the Guarantor, with an optional right
to cash settlement for one financial year in place of profit distribution.
The Conversion Price may on no account drop below the nominal value of the
Registered Shares.
Instructions for conversion at the new Conversion Price shall be executed on the
day of publication at the earliest.
8. Sale, Dissolution, Merger and Reorganisation
In the event of
(a) a sale or assignment of a substantial part of the assets of the
Guarantor (on a consolidated basis);
(b) a dissolution or merger involving the Issuer or the Guarantor as a
result of which the Issuer or the Guarantor is not the subsisting
company, unless the successor company assumes all the Issuer's or the
Guarantor's liabilities and the ratio of Consolidated Share Capital (as
defined below) to consolidated assets is not lower than prior to such
dissolution or merger; or
(c) a reorganisation (including a spin off) of the Issuer, the Guarantor or
a Significant Affiliated Company, which gives rise to a substantial
reduction in assets or commercial activities of the Guarantor (on a
consolidated basis),
CSFB shall be entitled, but not obliged, to declare on behalf of the Bondholders
that all outstanding Bonds, including accrued interest, shall reach maturity
forthwith and shall be redeemable at the Accreted Redemption Price plus accrued
interest, provided that the exercise of the rights and performance of the
obligations pursuant to the Permanent Global Certificate, the Bonds, Coupons and
the Terms of the Bonds are materially adversely affected.
The Issuer and/or the Guarantor shall inform CSFB in good time and in full of
any proceedings which could bring about the events under (a) to (c), so that
CSFB may thereupon make an assessment according to the paragraph above or to
Section 7.7 above respectively.
Principal and accrued interest shall become due on receipt of a notice in
writing sent by CSFB to the Issuer, unless the reason for giving such notice has
previously ceased to exist.
A "Significant Affiliated Company" as used in these Terms of the Bonds shall be
deemed to be any company in which the Guarantor directly or indirectly owns more
than 50% of the voting rights and (i) which constitutes 15% or more of the total
consolidated assets of the Guarantor and/or (ii) which produces 15% or more of
the Guarantor's total consolidated earnings before interest and taxes (EBIT).
Under the circumstances on June 1, 2001, only the following companies are deemed
to be Significant Affiliated Companies: (i) Logitech Inc., California, USA, (ii)
Logitech (Europe) SA, Switzerland, (iii) Logitech Far East Limited, Taiwan, (iv)
Suzhou Logitech Computing Equipment Co. Ltd., China, and (v) Labtec Inc., USA.
A-30
"Consolidated Share Capital" means the sum of (a) the nominal value of the
entire outstanding share and other capital and (b) all reserve capital and (c)
the quota of consolidated subsidiaries which are capable of being recorded on
the balance sheet according to generally accepted accounting principles.
9. Default
Notwithstanding the provisions of Section 3 of these Terms of the Bonds, CSFB
shall be entitled, but not obliged, to declare on behalf of the Bondholders that
the Bonds shall automatically be payable forthwith and all Bonds at the Accreted
Redemption Price plus interest accrued up to the date of maturity according to
Section 2 shall be redeemable, if one of the events below should occur:
(a) Non-payment of interest on these Bonds after such payments have become
due and such default shall not have been cured by payment by the Issuer
or the Guarantor within five Business Days after the due date;
(b) omission on the part of the Issuer and/or Guarantor to comply with
other material provisions or obligations in these Terms of the Bonds
within 30 Business Days of CSFB requesting the Issuer and/or Guarantor
in writing to rectify such omission;
(c) the Issuer, the Guarantor or a Significant Affiliated Company is bound
by an early repayment of other Bonds or long-term or mid-term debt,
because it has not complied with an obligation or requirement which it
has thereby entered into, provided that such early repayment obligation
exceeds the amount of CHF 20 million;
(d) the Issuer, the Guarantor or a Significant Affiliated Company enters
into a standstill or similar agreement with its creditors, unless in
the reasonable opinion of CSFB the Bondholders shall not be
disadvantaged compared with the remaining creditors; or
(e) the Issuer, the Guarantor or a Significant Affiliated Company becomes
insolvent or applies for "Nachlassstundung" or "Konkursaufschub"
(within the meaning ascribed to that term by the Swiss Federal
Bankruptcy Code) or is declared "en desastre" or is subject to any
similar procedure under the laws of any jurisdiction or files a
petition in bankruptcy or is adjudicated bankrupt.
If one of the aforesaid events under (c) to (e) should occur, the Issuer or the
Guarantor shall inform CSFB without delay and immediately furnish or make
available the documents and information which are necessary for it to make an
assessment. CSFB shall also be entitled to rely fully on documents and
statements given by the Issuer or the Guarantor.
The Bonds plus accrued interest up to the time that the funds have been duly
received in accordance with Section 4 of these Terms of the Bonds, shall mature
30 days after receipt of a notice in writing sent by CSFB to the Issuer, save if
the reason for announcing such maturity has been remedied previously or if in
the opinion of CSFB, the Issuer shall provide adequate security for the
Bondholders for principal and interest due now or in the future.
10. Replacement of Debtor
Should the Issuer wish to be replaced as the direct debtor of the Bonds by a
non-Swiss subsidiary of the Issuer or the Guarantor at a later stage, the Issuer
shall request prior consent to such action from CSFB on behalf of the
Bondholders. Such consent shall not be withheld if, in the reasonable opinion of
CSFB, the interests of the Bondholders and
A-31
Couponholders are satisfactorily protected, in particular with regard to their
tax status and the Guarantee.
In the event of such substitution, all covenants and conditions pertaining to
the Issuer shall be applicable to such other non-Swiss subsidiary of the Issuer
or the Guarantor, replacing the Issuer as direct debtor of the Bonds.
Any replacement of the Issuer as debtor shall be published in accordance with
Section 14 below.
11. Taxes
The Issuer shall pay principal and interest plus any additional amounts if
applicable, without making any deduction or retention for any taxes, charges or
duties, which shall be imposed or levied now or in the future by any authority
empowered to collect tax in Jersey or Switzerland.
In the event that such taxes, charges or duties are imposed or levied by way of
deduction or retention at source, the Issuer shall increase its payments in such
a manner that the Bondholders and Couponholders shall receive the full value
after deduction at source. On no account shall the Issuer or any replacement of
the Issuer as debtor under Section 10 be obliged to pay additional amounts as a
result of this provision to which a bond creditor is subject for any other
reason than the mere fact of a bond creditor being the Bondholder or
Couponholder.
If the Issuer is in a position to demonstrate to CSFB that it has paid
additional amounts as a result of its obligation as aforesaid, or that it will
pay such amounts on the next Interest Payment Date, it shall be entitled to
declare the Bonds due for early redemption in their entirety, but not
separately, by informing CSFB and by observing a notice period of at least 60
days. Such redemption plus any interest accrued by the redemption date may be
made at the Accreted Redemption Price at any time, with the proviso that such
notice is not given sooner than 90 days before the date on which the Issuer is
first under an obligation to deduct such taxes. Notice of such early redemption
shall be issued in accordance with Section 14 below.
From the redemption date, redeemable Bonds shall no longer yield interest.
According to applicable Swiss tax practice, income derived from these Bonds is
not subject to Swiss withholding tax.
12. Guarantee
(a) Logitech International S.A., Apples, Switzerland, (the "Guarantor") has
undertaken to issue a Guarantee in accordance with article 111 of the
Swiss Code of Obligations in order to secure the Bonds of the Issuer.
(b) CSFB agrees to call upon the Guarantee on behalf of the Bondholders and
Couponholders if one of the events relevant to the Guarantee should
occur, to request payment of the amount guaranteed by the Guarantor and
to pass on all sums received to the Bondholders and/or Couponholders,
waiving all rights of compensation whatsoever. CSFB shall be entitled
to deduct all its costs in connection with collecting this Guarantee
before paying the amount called for the Bondholders and/or
Couponholders.
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13. Listing
Application will be made for the admission and listing of the Bonds on the SWX
Swiss Exchange and the Issuer will use reasonable endeavours to maintain such
listing for the whole duration of the Bonds.
14. Notices
All notices regarding the Bonds shall be published in the Swiss Official
Commercial Gazette (Schweizerisches Handelsamtsblatt) and in accordance with the
rules of the SWX Swiss Exchange.
15. Prescription
By virtue of the statute of limitations under Swiss law as at the date of the
Prospectus offering these Bonds, Coupons shall become unenforceable after a
period of five years and the Bonds after a period of ten years, calculated from
their respective due dates.
16. Bondholders' Meeting
(a) CSFB or the Issuer may at any time convene a meeting of Bondholders (a
"Bondholders' Meeting").
In the case of an event mentioned in Sections 8 or 9 above and as long
as CSFB has not exercised its rights thereunder, Bondholders wishing a
Bondholders' Meeting to be convened and who represent at least 10% (ten
percent) of the aggregate principal amount then outstanding and who are
entitled to vote in accordance with paragraphs (f) and (h) below, may
at any time require CSFB to convene a Bondholders' Meeting, which shall
convene such a meeting as soon as practicably possible upon receipt of
such request.
(b) The costs for such Bondholders' Meeting shall be borne by the Issuer or
the Guarantor or, in the event that the Issuer or the Guarantor is
prohibited by law from paying such costs, by the Bondholders convening
such meeting (each of these Bondholders shall bear such costs in
relation to their Bond holdings).
(c) A Bondholders' Meeting may consider any matter affecting the interests
of the Bondholders (other than matters on which CSFB has previously
exercised its rights contained in Sections 8 and 9 above and Section 18
below), including any modification of or arrangement in respect of the
terms and conditions relating to Bonds or to Coupons.
(d) Notice convening a Bondholders' Meeting shall be given at least 45 days
prior to the proposed date thereof. Such notice shall be given by way
of one announcement in accordance with Section 14 above at the expense
of the Issuer. It shall state generally the nature of the business to
be transacted at such meeting. If an Extraordinary Resolution (as
defined below) is being proposed, the wording of the proposed
resolution or resolutions shall be indicated. The notice shall specify
the day, hour and place of the meeting and also the formal requirements
referred to in paragraph (f) below. The Issuer and the Paying Agents
will each make a copy of such notice available for inspection to the
Bondholders during normal business hours at each of their respective
head offices.
A-33
Notice of any resolution passed of a Bondholders' Meeting will be
published by CSFB on behalf and at the expense of the Issuer in
compliance with Section 14 above not less than 10 days after the date
of the meeting. Non-publication of such notice shall not invalidate
such resolution.
(e) All Bondholders' Meetings shall be held in Zurich. A chairman (the
"Chairman") and a deputy chairman the ("Deputy Chairman") shall be
nominated by CSFB in writing. If no person has been so nominated or if
the nominated person shall not be present at the Bondholders' Meeting
within 30 minutes after the time fixed for holding the meeting, the
Bondholders present shall choose the Chairman and Deputy Chairman.
The Chairman shall lead and preside over the Bondholders' Meeting.
Among others, it shall be his duty to determine the presence of persons
entitled to vote and to inquire if the necessary quorum (as set forth
below) is present. He shall instruct the holders of Bonds as to the
procedure of the Bondholders' Meeting and the resolutions to be
considered. He shall sign the minutes referred to in paragraph (l)
below.
In the case of any equality of votes, the Chairman shall have a casting
vote.
A declaration by the Chairman that a resolution has been carried or
carried by a particular majority, or rejected or not carried by a
particular majority, shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of or
against such resolution.
(f) Each person who produces a Bond or Bonds or a certificate by a bank in
respect of such Bond relating to that Bondholders' Meeting is entitled
to attend and to vote on the resolutions proposed at such Bondholders'
Meeting. Said certificate shall be dated before the date of the
Bondholders' Meeting and confirm that the Bond(s) is (are) deposited
with that bank and will remain deposited with it until and including
the date of the Bondholders' Meeting and that it has not issued any
other such certificate with respect to such Bond(s).
Couponholders are not entitled to attend or vote at Bondholders'
Meetings.
(g) The quorum necessary in order to vote on resolutions proposed at a
Bondholder's Meeting shall be persons entitled under paragraph (f)
above and (h) below holding or representing in the aggregate percentage
(or more) of the aggregate principal amount of all outstanding Bonds:
each Ordinary Resolution: 25%
each Extraordinary Resolution: 66%
The terms "Ordinary Resolution" and "Extraordinary Resolution" will be
defined in paragraph (k) below.
If within thirty minutes after the time appointed for any Bondholder's
Meeting a sufficient quorum is not present, the Meeting shall be
dissolved.
(h) Voting rights shall be determined according to the principal amount of
outstanding Bonds held. Each CHF 5,000 principal amount gives right to
one vote.
Bonds held by or on behalf of the Issuer and/or Guarantor or any other
natural person or legal entity
A-34
(aa) which directly or indirectly owns or controls more than 50% of
the equity share capital of the Issuer and/or Guarantor, or
(bb) of which in the case of a legal entity more than 50% of the
equity share capital is controlled by the Issuer and/or
Guarantor directly or indirectly, or
(cc) where the Issuer and/or Guarantor is in a position to
exercise, directly or indirectly, control over the decisions
or actions of such natural person or legal entity or
representative thereof, irrespective of whether or not the
latter is affiliated to the Issuer and/or Guarantor,
shall not be entitled to vote at such Bondholders' Meeting.
(i) A resolution shall be validly passed if approved by the following
percentages (or more) of votes cast at a duly convened Bondholders'
Meeting held in accordance with this Section 16:
each Ordinary Resolution: 51% of the quorum described in
paragraph (g) above
each Extraordinary Resolution: 66% of the quorum described in
paragraph (g) above
Every proposal submitted to a Bondholders' Meeting shall be decided
upon by a poll.
(j) Any resolution which is not an Extraordinary Resolution (as defined in
paragraph (k) below) shall be deemed to be an Ordinary Resolution.
(k) An Extraordinary Resolution shall be necessary to decide on the
following matters at a Bondholders' Meeting:
- to postpone the maturity beyond the stated maturity of the
principal of any Bond;
- to reduce the amount of principal or premium (if any) payable
on any Bond;
- to change the date of interest payment of any Bond;
- to change the rate of interest or the method of computation of
interest of any Bond;
- to change any provision for payment contained in the Terms of
the Bonds or the place or the currency of repayment of the
principal or payment of premium (if any) of any Bond or
interest on any Bond;
- to amend or modify or waive the whole or any parts of Sections
5, 6, 8 or 9 above or paragraphs (f), (g), (h), (i) or (k) of
this Section 16;
- to convert the Bonds into equity, or
- to change the choice of law and the jurisdiction clause
contained in Section 17 below.
The above-mentioned list of issues for which an Extraordinary
Resolution shall be necessary is exclusive.
A-35
(l) Any resolution approved at a Bondholders' Meeting held in accordance
with this Section 16 shall be conclusive and binding on the Issuer, the
Guarantor and on all present or future Bondholders whether present or
not, and on all Couponholders.
Minutes of all resolutions and proceedings at a Bondholders' Meeting
shall be made and signed by the Chairman pursuant to paragraph (e)
above.
(m) If no Bondholder or an insufficient number of Bondholders attends a
Bondholders' Meeting, the right to decide on an early redemption of the
Bonds or any other measures to protect the interests of the Bondholders
shall revert to the absolute discretion of CSFB. Any such decision of
CSFB shall be final and binding upon the Issuer, the Guarantor and the
Bondholders and Couponholders. Notice of any such decision shall be
published in accordance with Section 14 above.
17. Applicable Law and Place of Jurisdiction
The Bonds and Coupons are governed by Swiss law.
Any dispute which might arise between the holders of the Bonds or Coupons on the
one hand, and the Issuer on the other hand, regarding the Bonds or the Coupons
shall fall within the jurisdiction of the ordinary Courts of justice of the
Canton of Zurich, the place of jurisdiction being Zurich 3, with the right to
appeal to the Swiss Federal Court of Justice in Lausanne, where the law permits,
whose decision shall be final.
The Issuer shall be discharged by and to the extent of any payment made to a
holder recognised as creditor by an enforceable judgement of a Swiss court.
18. Amendment to the Terms of the Bonds
The Terms of the Bonds may be amended from time to time by agreement between the
Issuer and CSFB on behalf of the Bondholders and Couponholders provided that in
the sole opinion of CSFB such amendment is of a formal, minor or technical
nature, is made to correct a manifest error or is not materially prejudicial to
the interests of the Bondholders and/or the Couponholders. Any such amendment
shall be binding on the Bondholders and Couponholders in accordance with its
terms.
Notice of any such amendment shall be given as per Section 14 above.
19. Currency Indemnity
If any payment obligation of the Issuer in favour of the Bondholders or
Couponholders, as the case may be, has to be changed from Swiss Francs into a
currency other than Swiss Francs (to obtain a judgement, execution, or for any
other reason), the Issuer undertakes as a separate and independent obligation to
indemnify the Bondholders or Couponholders, as the case may be, for any
shortfall caused by fluctuations of the exchange rates applied for such
conversions.
The rates of exchange to be applied in calculating such shortfall shall be
CSFB's spot rates of exchange prevailing between Swiss Francs and the currency
other than Swiss Francs on the date on which such conversions are necessary.
---------------------------------------------
A-36
Annex B
PERMANENT GLOBAL CERTIFICATE
ANY "UNITED STATES PERSON" WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE INCOME TAX LAWS OF THE UNITED STATES OF AMERICA INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL
REVENUE CODE OF 1986 OF THE UNITED STATES OF AMERICA, AS AMENDED.
Logitech (Jersey) Limited
1% Convertible Bonds 2001-2006
of CHF 170,000,000 guaranteed by
Logitech International S.A., Apples, Switzerland
Logitech International S.A., Apples, Switzerland, hereby acknowledges that it
will pay to the holder upon surrender of this Permanent Global Certificate the
amount of one hundred and seventy million Swiss Francs (CHF170,000,000), and
interest at the rate of 1% per annum from June 8, 2001 in accordance with the
Terms of the Bonds set out in Annex A to the agreement between Logitech (Jersey)
Limited (the "Issuer") and Logitech International S.A., Apples, Switzerland,
(the "Guarantor") on the one side and Credit Suisse First Boston and certain
other institutions mentioned therein on the other side (the "Agreement").
This issue of bonds is definitely and permanently evidenced by this bearer
permanent global certificate (the "Permanent Global Certificate") and is divided
into co-ownership quotas (the "Bonds") of CHF 5,000 or multiples thereof,
allocated to the co-owners (the "Bondholders").
Bondholders and holders of Coupons (the "Couponholders") do not have at any time
the right to demand the delivery of printed Bonds and/or Coupons. The delivery
of this Permanent Global Certificate prior to its maturity can only be effected
to Credit Suisse First Boston against delivery of printed Bonds and Coupons.
Credit Suisse First Boston will deposit this Permanent Global Certificate until
final redemption or printing of the Bonds with SIS SEGAINTERSETTLE AG or another
clearing institution acknowledged by the SWX Swiss Exchange.
THIS PERMANENT GLOBAL CERTIFICATE is subject to and governed by Swiss law and
issued without Coupons for interest and is exchangeable against individual
certificates representing the Bonds in accordance with Section 1 of the Terms of
the Bonds.
St. Helier, Jersey, Channel Island
June 8, 2001
Logitech (Jersey) Limited
This Permanent Global Certificate becomes valid only if countersigned by 2 (two)
officials of Credit Suisse First Boston.
CREDIT SUISSE FIRST BOSTON
Swiss Sec. No.: 1 236 784 / ISIN No.: CH001 236 784 0
X-00
Xxxxx X-0
Individual Bond
(Face)
------
ANY "UNITED STATES PERSON" WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE INCOME TAX LAWS OF THE UNITED STATES OF AMERICA INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL
REVENUE CODE OF 1986 OF THE UNITED STATES OF AMERICA, AS AMENDED.
--------------------------------------------------------------------------------
Logitech (Jersey) Limited
St. Helier, Jersey
Channel Islands
1% Convertible Bonds 2001-2006
guaranteed by
Logitech International S.A.
Apples, Switzerland
Bond in the amount of CHF 5,000
Logitech (Jersey) Limited will pay to the holder of this Bond upon surrender the
amount of five thousand Swiss Francs and interest at 1% per annum, in accordance
with the conditions printed on the back hereof.
June 8, 2001 Logitech (Jersey) Limited
By: ___________________________
Security No.: 1 236 784 ISIN: CH001 236 784 0
X-00
Xxxxx X-0
Interest Coupon
(Face)
------
ANY "UNITED STATES PERSON" WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE INCOME TAX LAWS OF THE UNITED STATES OF AMERICA INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL
REVENUE CODE OF 1986 OF THE UNITED STATES OF AMERICA, AS AMENDED.
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Logitech (Jersey) Limited
1% Convertible Bonds 2001-2006 No. 1(2/3/4/5)
BOND IN THE AMOUNT OF CHF 5,000
Annual interest due June 8, 2002(2003/2004/2005/2006) CHF 50
(Back)
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Paying Agents:
Credit Suisse First Boston
Credit Suisse
Banque Cantonale Vaudoise
BNP Paribas (Suisse) SA
X-00
Xxxxx X-0
Specimen Signature Form
Logitech (Jersey) Limited
St. Helier, Jersey
Channel, Islands
1% Convertible Bonds 2001-2006
due June 8, 2006
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Specimen signatures for use in the printing of individual Bonds:
Name:
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A-40
Annex D
LISTING OBLIGATIONS
In order to maintain the listing of the Bonds at the SWX Swiss Exchange during
the whole life of the Bonds, the Issuer and the Guarantor undertake to use its
best efforts to strictly observe the rules and regulations of the SWX Swiss
Exchange. In particular, the Issuer and the Guarantor covenant to strictly
fulfil the Conditions for Maintaining Listing as per the Listing Rules of the
SWX Swiss Exchange (the "Listing Rules"). These stipulate, in particular, the
fulfilment of the following obligations:
1. Periodic Provision of Reports
The Issuer and the Guarantor will send to:
SWX Swiss Exchange
Admission Board
XxXxxxxxxxxxx 00
X.X. Xxx
XX-0000 Xxxxxx, Xxxxxxxxxxx
(i) as soon as available (but not later than six months after the
end of its fiscal year) four copies of such annual report and
audited annual financial statements as are made available
generally to its shareholders, prepared in accordance with
general accounting principles acceptable under the Listing
Rules.
(ii) as soon as available (but not later than four months after the
end of the relevant period) copies of such interim financial
statements as are distributed generally to its shareholders,
which should be prepared under the same general accounting
principles as the comparable audited annual financial
statements referred to in 1. (i) above.
2. Accounting Provisions
The "True and Fair View" Principle: Any annual financial statements
submitted by the Issuer or the Guarantor in accordance with Section 1
above must present a true and fair view of the relevant entity's
financial position and profits and losses for the relevant accounting
period. They must be prepared using generally accepted accounting
principles that comply with the requirements according to articles 66
and 67 of the Listing Rules.
The Admission Board recognises financial statements and reports
provided that they are in accordance with the norms deemed to be
equivalent by the Admission Board.
3. Auditing Bodies
The Issuer is obligated to elect as an auditing body one of the
statutory or group auditors that have registered with the Admission
Board. Registration is conditioned upon the respective accounting
body's agreement to become subject to the sanctioning procedure of the
Listing Rules.
A-41
4. Ad hoc Publicity
The Issuer and the Guarantor must:
(i) inform the market of any price-sensitive facts which have
arisen in its sphere of activity and are not public knowledge,
i.e. new facts which because of their considerable effect on
their assets and liabilities or financial position or on the
general course of business are likely to result in substantial
movements in the price of the Bonds; and
(ii) inform the public immediately upon any change in the rights
attached to the Bonds. In addition, it must draw the attention
of investors in a suitable form to any intended changes in the
rights attached to the Bonds so that they may exercise their
rights; and
(iii) provide the Admission Board with all the information necessary
to protect investors and ensure the smooth operation of the
market.
5. Sanctions in the case of non-fulfilment of the listing obligation
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The Issuer and the Guarantor are aware that if they do not comply with
the above obligations, the SWX Swiss Exchange may impose sanctions on
the Issuer and/or the Guarantor in accordance with Article 81 f. of the
Listing Rules setting a deadline for rectifying the fault, a caution,
publication of the fact that the Issuer and/or the Guarantor have been
requested without success to publish or disclose the information
required by the Listing Rules, publication of the information required
by the Listing Rules which has not been published by the Issuer and/or
the Guarantor, a fine, the suspension of listing or delisting of the
Bonds, the exclusion of the Issuer from further listing etc. These
sanctions may be imposed cumulatively.
(The above represents only a general overview of the regulations contained in
the Listing Rules regarding Ongoing Obligations during the life of the Bonds.)
A-42
Guarantee Annex E
As security for the 1% Convertible Bonds 2001-2006 of CHF170,000,000 (the
"Bonds") issued by Logitech (Jersey) Limited (the "Issuer"), Logitech
International S.A., Apples, Switzerland, (the "Guarantor") irrevocably and
unconditionally undertakes, in accordance with the terms of Article 111 of the
Swiss Federal Code of Obligations, to secure the due and punctual payment of
principal amount, interest and all other charges of the Issuer as stipulated in
the Bond Purchase, Paying and Conversion Agency Agreement and the Terms of the
Bonds contained in Annex A thereto (the "Agreement") between the Issuer and the
Guarantor on the one side and Credit Suisse First Boston, Xxxxxxxxxxxxxxxx 000,
XX-0000 Xxxxxx, Xxxxxxxxxxx ("CSFB") and several other institutions mentioned
therein on the other side, covering the issue by the Issuer of the Bonds. The
Guarantor therefore irrevocably undertakes to pay on first demand by CSFB,
irrespective of the validity and the legal effects of the above-mentioned Bond
relationship and waiving all rights of objection and defence arising from said
Bond relationship, any amount up to one hundred and eighty-two million Swiss
Francs (CHF182,000,000) including principal amount, interest and all other
charges, upon receipt of the written request for payment and its confirmation in
writing by CSFB that the Issuer has not met its obligations arising from the
Agreement on the due date in the amount called under this Guarantee.
This Guarantee constitutes an unsecured and unsubordinated obligation of the
Guarantor ranking pari passu with all other present or future unsecured and
unsubordinated obligations of the Guarantor in respect of money borrowed,
raised, guaranteed or otherwise secured by the Guarantor. The Guarantor
undertakes as long as the Bonds are outstanding but only up to the time all
amounts of principal and interest have been placed at the disposal of CSFB, not
to provide any security for other bond issues including any guarantee or
indemnity given in respect therefore, without at the same time enabling the
Bondholders to share equally and rateably in such security, or providing for the
Bondholders or Couponholders such other security as CSFB shall reasonably deem
satisfactory.
The total amount of this Guarantee will only be reduced by conversions.
This Guarantee shall continue in full force and effect until the principal
amount, interest and all other charges that are payable in respect of the Bonds
have been received in full.
This Guarantee is governed by Swiss law, jurisdiction being the Ordinary Courts
of justice of the Canton of Zurich, the place of jurisdiction being Zurich 3,
with the right to appeal to the Swiss Federal Court of Justice in Lausanne,
where the law permits, whose decision shall be final.
Payments hereunder will be made available without any withholding for present or
future taxes or duties levied by or in Switzerland and in freely disposable
Swiss Francs which will be placed at the free disposal of Credit Suisse First
Boston, Zurich, on behalf of the Bondholders and/or Couponholders, irrespective
of any future transfer restrictions and outside of any bilateral or multilateral
payment or clearing agreement which may be applicable at the time of such
payments.
Terms and expressions not otherwise defined in this Guarantee shall have the
same meaning as in the Agreement.
Apples, Switzerland
June 8, 2001
Logitech International S.A.
X-00
Xxxxx X-0
(Letterhead of Issuer)
SWX Swiss Exchange (to be sent to Credit
Admission Board Suisse First Boston -
XxXxxxxxxxxxx 00 enclosure to
X.X. Xxx
XX-0000 Xxxxxx
Fremont, June 1, 2001
Declaration addressed to the Admission Board of the SWX Swiss Exchange
1% Convertible Bonds 2001-2006 of CHF 170,000,000
(Swiss Security Number 1 236 784)
Ladies and Gentlemen
Logitech (Jersey) Limited, as applicant for the above-mentioned bond issue,
hereby declares that it has instructed Credit Suisse First Boston as lead
manager for this bond issue and its representative recognised by the Admission
Board, to apply for the listing of the above bonds on the SWX Swiss Exchange in
accordance with the Listing Rules.
In this connection, Logitech (Jersey) Limited declares that, for the limited
purpose of the listing of the above bonds,
1. its responsible bodies have agreed to the listing of the above bonds;
2. there is an adequate distribution of the bonds amongst the public (as
supported by the declaration given by Credit Suisse First Boston in the
listing application);
3. the Prospectus and the Listing Notice are complete as required by the
Listing Rules;
4. there has been no material deterioration of its assets and liabilities,
financial position, profits and losses and prospects since the
publication of the Prospectus;
5. it acknowledges its disclosure obligations and the system of sanctions
pursuant to Chapters IV and VII, respectively, of the Listing Rules,
and that it submits to the procedures and the decisions of the Appeals
Court according to Article 83 of the Listing Rules;
6. it will pay the listing fees in accordance with the SWX Swiss
Exchange's fee regulations.
Sincerely,
Logitech (Jersey) Limited
A-44
(Letterhead of Guarantor) Annex F-2
SWX Swiss Exchange (to be sent to Credit
Admission Board Suisse First Boston -
Xxxxxxxxxxxxx 00 enclosure to
X.X. Xxx
XX-0000 Xxxxxx
Fremont, June 1, 2001
Declaration addressed to the Admission Board of the SWX Swiss Exchange
1% Convertible Bond 2001-2006 of CHF 170,000,000
(Swiss Security Number 1 236 784)
Ladies and Gentlemen
Logitech International S.A., Apples, Switzerland, as guarantor for the
above-mentioned bond issue, hereby declares that, for the limited purpose of the
listing of the above bonds,
1. its responsible bodies have agreed to the listing of the above bonds;
2. there is an adequate distribution of the bonds amongst the public (as
supported by the declaration given by Credit Suisse First Boston in the
listing application);
3. the Prospectus and the Listing Notice are complete as required by the
Listing Rules;
4. there has been no material deterioration of its assets and liabilities,
financial position, profits and losses and prospects since the
publication of the Prospectus;
5. it acknowledges its disclosure obligations and the system of sanctions
pursuant to Chapters IV and VII, respectively, of the Listing Rules,
and that it submits to the procedures and the decisions of the Appeals
Court according to Article 83 of the Listing Rules.
Sincerely,
Logitech International S.A.
A-45
(Letterhead of Issuer) Annex G-1
Dated: June 8, 2001
To: Credit Suisse First Boston
for itself and on behalf of the Banks referred to in the
"Agreement" referred to below
Care of: Credit Suisse First Xxxxxx
X.X. Xxx 000
XX-0000 Xxxxxx
Gentlemen
RE: Logitech (Jersey) Limited, St. Helier, Jersey, Channel Islands
(the "Issuer") 1% Convertible Bonds 2001-2006 of CHF
170,000,000 (the "Bonds") / guaranteed by Logitech
International S.A., Apples, Switzerland, (the "Guarantor")
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Certificate of No Material Adverse Change
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Pursuant to the Bond Purchase, Paying and Conversion Agency Agreement dated May
31, 2001 (the "Agreement"), between the Issuer, the Guarantor and Credit Suisse
First Boston and the other Banks named therein covering the issue of the Bonds
by the Issuer.
We HEREBY CERTIFY on behalf of the Issuer that as of the date hereof:
a) since March 31, 2001 there has been no material adverse change in the
financial condition or in the nature of the operations of the Issuer
which is material in the context of the issue of the Bonds, and
b) no event has occurred rendering untrue or incorrect to an extent which
is material as aforesaid any of the warranties set forth in Article XVI
of the Agreement, and
c) no event has occurred which constitutes or which with the giving of
notice or lapse of time would constitute one of the events referred to
in Sections 8 or 9 of the Terms of the Bonds.
Unless Credit Suisse First Boston shall have received notice in writing from the
undersigned of any change or the occurrence of any state of affairs, which has
occurred after the issuance of this certificate and on or prior to the Closing
Date and which renders or could render any of the contents of this certificate
to be incorrect in any material respect, the Banks may continue to rely on its
contents notwithstanding that this certificate is dated as of the Closing Date.
Yours truly,
Logitech (Jersey) Limited
X-00
Xxxxx X-0
(Letterhead of Guarantor)
Dated: June 8, 2001
To: Credit Suisse First Boston
for itself and on behalf of the Banks referred to in the
"Agreement" referred to below
Care of: Credit Suisse First Xxxxxx
X.X. Xxx 000
XX-0000 Xxxxxx
Gentlemen
RE: Logitech (Jersey) Limited, St. Helier, Jersey, Channel Islands
(the "Issuer") 1% Convertible Bonds 2001-2006 of CHF
170,000,000 (the "Bonds") / guaranteed by Logitech
International S.A., Apples, Switzerland, (the "Guarantor")
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Certificate of No Material Adverse Change
Pursuant to the Bond Purchase, Paying and Conversion Agency Agreement dated May
31, 2001 (the "Agreement"), between the Issuer, the Guarantor and Credit Suisse
First Boston and the other Banks named therein covering the issue of the Bonds
by the Issuer.
We HEREBY CERTIFY on behalf of the Guarantor that as of the date hereof:
a) since March 31, 2001 there has been no material adverse change in the
financial condition or in the nature of the operations of the Issuer
which is material in the context of the issue of the Bonds, and
b) no event has occurred rendering untrue or incorrect to an extent which
is material as aforesaid any of the warranties set forth in Article XVI
of the Agreement, and
c) no event has occurred which constitutes or which with the giving of
notice or lapse of time would constitute one of the events referred to
in Sections 8 or 9 of the Terms of the Bonds.
Unless Credit Suisse First Boston shall have received notice in writing from the
undersigned of any change or the occurrence of any state of affairs, which has
occurred after the issuance of this certificate and on or prior to the Closing
Date and which renders or could render any of the contents of this certificate
to be incorrect in any material respect, the Banks may continue to rely on its
contents notwithstanding that this certificate is dated as of the Closing Date.
Yours truly,
Logitech International S.A.
A-47
