Obligation Covivo SA 0.875% ( XS1268574891 ) en EUR

Covivo SA

100 % ▼

France

XS1268574891 ( en EUR )

0.875% par an ( paiement semestriel )

30/01/2021 - Obligation échue

Prospectus brochure de l'obligation Covivio S.A XS1268574891 en EUR 0.875%, échue

100 000 EUR

200 000 000 EUR

Covivio S.A. est une société immobilière européenne cotée en bourse, spécialisée dans l'investissement et la gestion d'actifs immobiliers diversifiés, principalement dans les secteurs du tertiaire, de l'hôtellerie et de la résidentiel.

L'obligation à code ISIN XS1268574891, émise par Covivio S.A., un acteur majeur de l'immobilier européen dont le siège est en France, représentait une émission de dette d'une taille totale de 200 000 000 EUR libellée en Euros. Cette obligation, émise en France, offrait un taux d'intérêt nominal de 0,875%, avec des paiements semestriels, soit deux fois par an. Le montant minimal d'achat pour cette valeur mobilière était fixé à 100 000 EUR. Arrivée à maturité le 30 janvier 2021, cette obligation a été remboursée intégralement à 100% de son prix nominal, marquant ainsi la conclusion de son cycle de vie financier.

TERMS AND CONDITIONS OF THE BONDS
The issue of the 200,000,000 0.875 per cent. Convertible Bonds due 2021 (the "Bonds", which
expression shall, unless otherwise indicated, include any Further Bonds (as defined below)), having as
underlying ordinary shares of Beni Stabili S.p.A. SIIQ (the "Original Issuer"), was (save in respect of
any Further Bonds) authorised by a resolution (determine) of the Managing Director of the Original
Issuer dated 23 July 2015 pursuant to the powers delegated to the Managing Director by a resolution
of the Board of Directors of the Original Issuer dated 21 July 2015. The assumption of the Original
Issuer's obligations under the Bonds by Covivio, S.A. (the "Issuer") will take place by virtue of the
merger of the Original Issuer into the Issuer, expected to be effective at 11:59 pm on 31 December
2018 (the "Merger"). The Original Issuer entered into a Paying, Transfer and Conversion Agency
Agreement dated 3 August 2015 (the "Original Agency Agreement") relating to the Bonds with BNP
Paribas Securities Services, Luxembourg Branch (the "Principal Paying, Transfer and Conversion
Agent", which expression shall include any successor as Principal Paying, Transfer and Conversion
Agent under the Agency Agreement), the Paying, Transfer and Conversion Agents for the time being
(such persons, together with the Principal Paying, Transfer and Conversion Agent, being referred to
below as the "Paying, Transfer and Conversion Agents", which expression shall include their
successors as Paying, Transfer and Conversion Agents under the Agency Agreement) and BNP Paribas
Securities Services, Luxembourg Branch in its capacity as registrar (the "Registrar", which expression
shall include any successor as registrar under the Agency Agreement). The Agency Agreement includes
the form of the Bonds. The Original Issuer also entered into a Calculation Agency Agreement dated 3
August 2015 with Conv-Ex Advisors Limited (the "Calculation Agent" which expression shall include
any successor as calculation agent under the Calculation Agency Agreement) whereby the Calculation
Agent has been appointed to make certain calculations in relation to the Bonds. The holders of the
Bonds (the "Bondholders") are deemed to have notice of all of the provisions of the Agency
Agreement and the Calculation Agency Agreement applicable to them. The Issuer will assume the
obligations of the Original Issuer under the Agency Agreement and the Calculation Agency Agreement
by virtue of the Merger and pursuant to a supplemental paying, transfer and conversion agency
agreement (the "Supplemental Agency Agreement") dated on or about 20 December 2018. The
Original Agency Agreement as supplemented by the Supplemental Agency Agreement is referred to
herein as the "Agency Agreement".
Copies of the Agency Agreement, the Supplemental Agency Agreement and the Calculation Agency
Agreement are available for inspection at the specified offices of the Paying, Transfer and Conversion
Agents and the Registrar.
Each Bond will, subject as set out in these Terms and Conditions (the "Conditions"), entitle the holder
to convert such Bond into Ordinary Shares (as defined below) subject to the Issuer's right to make a
Cash Alternative Election, in each case in accordance with, and as described in, Condition 6.
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Form, Denomination, Title and Status
(a)
Form and Denomination
The Bonds are in registered form in principal amounts of 100,000 each (the
"Authorised Denomination").

(b)
Title
Title to the Bonds will pass by transfer and registration as described in Condition 4.
The holder (as defined below) of any Bond will (except as otherwise required by law
or as ordered by a court of competent jurisdiction) be treated as its absolute owner
for all purposes (whether or not it is overdue and regardless of any notice of
ownership, trust or any interest in it or its theft or loss (or that of the related
certificate, as applicable) or
anything written on it or the certificate representing it (other than a duly executed
transfer thereof)) and no person will be liable for so treating the holder.
(c)
Status
The Bonds constitute direct, unconditional, unsubordinated and (subject to Condition
2) unsecured obligations of the Issuer ranking pari passu and rateably, without any
preference among themselves, and equally with all other existing and future
unsecured and unsubordinated obligations of the Issuer, save for such obligations that
may be preferred by provisions of law that are both mandatory and of general
application.
2
Negative Pledge
So long as any of the Bonds remain outstanding (as defined in the Agency Agreement), the
Issuer will not, and will procure that none of its Material Subsidiaries (as defined below) will,
create any mortgage, charge, lien, pledge or other form of encumbrance or security interest
(each, a "Security Interest"), other than a Permitted Encumbrance, upon, or with respect to,
the whole or any part of its present or future business, undertaking, assets or revenues
(including any uncalled capital) to secure any Relevant Indebtedness, or any guarantee or
indemnity in respect of any Relevant Indebtedness, unless the Issuer shall, prior thereto or at
the same time, take any and all action necessary to ensure that:
(a)
all amounts payable by the Issuer under the Bonds are secured equally and rateably
with such Relevant Indebtedness or guarantee or indemnity in respect of Relevant
Indebtedness, as the case may be; or
(b)
such other Security Interest or other arrangement (whether or not it includes the
giving of a Security Interest) is provided in favour of the Bondholders in respect of all
amounts payable by the Issuer under the Bonds as shall be approved by an
Extraordinary Resolution of the Bondholders.
3
Definitions
In these Conditions, unless otherwise provided:
"Additional Cash Alternative Amount" has the meaning provided in Condition 6(l).
"Additional Cash Redemption Amount" has the meaning provided in Condition 6(c).
"Additional Ordinary Shares" has the meaning provided in Condition 6(c).
"Additional Delivery Date" has the meaning provided in Condition 6(h).

2

"Assumption Date" means that date that the Original Issuer merges into the Issuer, being 31
December 2018 (11:59 pm).
"Bondholder" and "holder" mean the person in whose name a Bond is registered in the Register (as
defined in Condition 4(a)).
"business day" means (save in relation to Condition 8(f)), in relation to any place, a day (other than a
Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business
in that place.
"Cash Alternative Amount" means an amount in euro calculated by the Calculation Agent in
accordance with the following formula and which shall be payable by the Issuer to a Bondholder in
respect of the relevant Cash Settled Shares:

=1=1×S×P
where:
CAA
=
the Cash Alternative Amount;
S
=
the Cash Settled Shares;
Pn
=
the Volume Weighted Average Price of an Ordinary Share on the nth dealing
day of the Cash Alternative Calculation Period; and
N
=
20, being the number of dealing days in the Cash Alternative Calculation
Period,
provided that if any Dividend or other entitlement in respect of the Ordinary Shares is announced on
or prior to the relevant Conversion Date in circumstances where the record date or other due date for
the establishment of entitlement in respect of such Dividend or other entitlement shall be on or after
the relevant Conversion Date and if on such dealing day in the Cash Alternative Calculation Period the
price determined as provided above is based on a price ex-Dividend or ex-any other entitlement, then
such price shall be increased by an amount equal to the Fair Market Value of any such Dividend or
other entitlement per Ordinary Share as at the date of the first public announcement of such Dividend
or entitlement (or, if that is not a dealing day, the immediately preceding dealing day) determined on
a gross basis and disregarding any withholding or deduction required to be made on account of tax
and disregarding any associated tax credit.
"Cash Alternative Calculation Period" means, in respect of the exercise of Conversion Rights by a
holder, a period of 20 consecutive dealing days commencing on the third dealing day following the
Cash Election Date.
"Cash Alternative Election" has the meaning provided in Condition 6(I).
"Cash Alternative Election Notice" has the meaning provided in Condition 6(l).
"Cash Election Date" has the meaning provided in Condition 6(l).

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"Cash Settled Shares" means, in respect of the exercise of Conversion Rights by a holder, such number
of Ordinary Shares (which shall be a whole number of Ordinary Shares and shall not exceed the
number of Reference Shares in respect of such exercise) as determined by the Issuer and notified to
the relevant holder in the relevant Cash Alternative Election Notice in accordance with Condition 6(l).
a "Change of Control" shall occur if (a) an offer is made to all (or as nearly as may be practicable all)
Shareholders or all (or as nearly as may be practicable all) such Shareholders other than the offeror
and/or any associate of the offeror to acquire all or a majority of the Ordinary Shares and the offeror
acquires control of the Issuer (other than as a result of an Exempt Newco Scheme) and where "control"
means the acquisition or holding or legal or beneficial ownership or control of more than 50 per cent.
of the Voting Rights of the Issuer, and "controlled" shall be construed accordingly; or (b) at any time
the Free Float of the Issuer falls below 15 per cent. of the issued outstanding Ordinary Shares and does
not revert to, and remain, at least 15 per cent. of the issued outstanding Ordinary Shares of the Issuer
within 90 calendar days of the first date on which it falls below such 15 per cent. threshold.
"Change of Control Notice" has the meaning provided in Condition 6(g).
"Change of Control Period" means the period commencing on the occurrence of a Change of Control
and ending 60 calendar days following the Change of Control or, if later, 60 calendar days following
the date on which a Change of Control Notice is given to Bondholders as required by Condition 6(g).
"Change of Control Put Date" has the meaning provided in Condition 7(e).
"Change of Control Put Exercise Notice" has the meaning provided in Condition 7(e).
"Closing Date" means 3 August 2015.
"Conversion Date" has the meaning provided in Condition 6(h).
"Conversion Notice" has the meaning provided in Condition 6(h),
"Conversion Period" has the meaning provided in Condition 6(a).
"Conversion Price" has the meaning provided in Condition 6(a).
"Conversion Right" has the meaning provided in Condition 6(a).
"Current Market Price" means, in respect of an Ordinary Share at a particular date, the volume-
weighted average of the daily Volume Weighted Average Price of an Ordinary Share on each of the
three consecutive dealing days (such average being volume-weighted by the VWAP Volume on each
of such three consecutive dealing days) ending on the dealing day immediately preceding such date
as determined by the Calculation Agent; provided that if at any time during the said three-dealing-day
period the Volume Weighted Average Price shall have been based on a price ex-Dividend (or ex- any
other entitlement) and during some other part of that period the Volume Weighted Average Price
shall have been based on a price cum-Dividend (or cum- any other entitlement), then:
(a)
if the Ordinary Shares to be issued or transferred and delivered do not rank for the Dividend
(or entitlement) in question, the Volume Weighted Average Price on the dates on which the
Ordinary Shares shall have been based on a price cum-Dividend (or cum-any other
entitlement) shall for the purpose of this definition be deemed to be the amount thereof
reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per
Ordinary Share as at the Effective Date relating to such Dividend or entitlement, in any such

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case, determined by the Calculation Agent on a gross basis and disregarding any withholding
or deduction required to be made on account of any associated tax credit; or
(b)
if the Ordinary Shares to be issued or transferred and delivered do rank for the Dividend (or
entitlement) in question, the Volume Weighted Average Price on the dates on which the
Ordinary Shares shall have been based on a price ex-Dividend (or ex-any other entitlement)
shall for the purpose of this definition be deemed to be the amount thereof increased by an
amount equal to the Fair Market Value of any such Dividend or entitlement per Ordinary Share
as at the Effective Date relating to such Dividend or entitlement, in any such case, determined
by the Calculation Agent on a gross basis and disregarding any withholding or deduction
required to be made on account of any associated tax credit,
and provided further that if on each of the said three dealing days the Volume Weighted Average Price
shall have been based on a price cum-Dividend (or cum- any other entitlement) in respect of a
Dividend (or other entitlement) which has been declared or announced but the Ordinary Shares to be
issued or transferred and delivered do not rank for that Dividend (or other entitlement) the Volume
Weighted Average Price on each of such dates shall for the purposes of this definition be deemed to
be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or
entitlement per Ordinary Share as at the Effective Date relating to such Dividend or entitlement, in
any such case, determined by the Calculation Agent on a gross basis and disregarding any withholding
or deduction required to be made on account of any associated tax credit.
"dealing day" means a day on which the Relevant Stock Exchange or relevant market is open for
business and on which Ordinary Shares, Securities or Spin-Off Securities (as the case may be) may be
dealt in (other than a day on which the Relevant Stock Exchange or relevant market is scheduled to or
does close prior to its regular weekday closing time).
"Delivery Date" has the meaning provided in Condition 6(h).
"De-merger" means any de-merger (scission) of the Issuer in accordance with Article L. 236-1,
paragraph 2 of the French Commercial Code.
"Dividend" means any dividend or distribution to Shareholders (including, subject as provided below,
a Spin-Off) whether of cash, assets or other property, and however described and whether payable
out of share premium account, profits, retained earnings or any other capital or revenue reserve or
account (and any such dividend or distribution as aforesaid which is not payable out of profits or
retained earnings shall be a "Special Dividend", which shall also include any Dividend determined to
be a Special Dividend pursuant to paragraph (a) below), and including a distribution or payment to
holders upon or in connection with a reduction of capital (and for these purposes a distribution of
assets includes without limitation an issue of Ordinary Shares or other Securities credited as fully or
partly paid up by way of capitalisation of profits or reserves), provided that:
(a)
where a Dividend in cash is announced which is to be, or may at the election of a Shareholder
or Shareholders be, satisfied by the issue or delivery of Ordinary Shares or other property or
assets, or where a capitalisation of profits or reserves is announced which is to be, or may at
the election of a Shareholder or Shareholders be, satisfied by the payment of cash, then the
Dividend in question shall be treated as (x) (where such Dividend in cash, or, as the case may
be, payment of cash, in each case as aforesaid, constitutes a Special Dividend) a Special
Dividend or (y) (in any other case) an Ordinary Cash Dividend, in each case in an amount equal
to the greater of (i) the Fair Market Value of such cash amount and (ii) the Current Market
Price of such Ordinary Shares or, as the case may be, the Fair Market Value of such other
property or assets, in any such case as at the Effective Date relating to such Dividend or, as

5

the case may be, the record date or other due date for establishment of entitlement in respect
of the relevant capitalisation or, if later, the date on which the number of Ordinary Shares (or
amount of such other property or assets, as the case may be) which may be issued or delivered
is determined;
(b)
any issue of Ordinary Shares falling within Condition 6(b)(ii) shall be disregarded; and
(c)
a dividend or distribution that is a Spin-Off shall be deemed to be a Capital Distribution paid
or made by the Issuer.
"Effective Date relating to such Dividend or entitlement" means (for the purposes of the definitions
of "Current Market Price" and "Dividend") the first date on which the Ordinary Shares are traded ex-
the relevant Dividend or entitlement on the Relevant Stock Exchange.
"equity share capital" means, in relation to any entity, its issued share capital excluding any part of
that capital which, neither as respects dividends nor as respects capital, carries any right to participate
beyond a specific amount in a distribution.
"Euronext Paris" means the regulated market operated by Euronext Paris S.A.
"Exempt Newco Scheme" means a Newco Scheme where, immediately after completion of the
relevant Scheme of Arrangement, the ordinary shares of Newco are (1) admitted to trading on the
Relevant Stock Exchange or (2) admitted to listing on such other regulated, regularly operating,
recognised stock exchange or securities market in the European Union as the Issuer or Newco may
determine.
"Extraordinary Dividend" has the meaning provided in Condition 6(b)(iii)(B).
"Extraordinary Resolution" has the meaning provided in Condition 14(a).
"Fair Market Value" means, with respect to any property on any date: (i) in the case of an Ordinary
Cash Dividend or a Dividend determined to be Special Dividend pursuant to paragraph (a) of the
definition of "Dividend", the amount of such Ordinary Cash Dividend or, as the case may be, Special
Dividend ; (ii) in the case of any other cash amount, the amount of such cash; (iii) in the case of
Securities, Spin-Off Securities, options, warrants or other rights which are publicly-traded in a market
of adequate liquidity (as determined by the Calculation Agent), the Fair Market Value (a) of Ordinary
Shares or Spin-Off Securities shall equal the arithmetic mean of the daily Volume Weighted Average
Prices of such Securities or Spin-Off Securities and (b) of Securities (other than Ordinary Shares or Spin-
Off Securities), such options, warrants or other rights shall equal the arithmetic mean of the daily
closing prices of such securities, options, warrants or other rights, in the case of both (a) and (b) during
the period of three dealing days on the relevant market commencing on such date (or, if later, the first
such dealing day such Securities, Spin-Off Securities, options, warrants or other rights are publicly-
traded ) or such shorter period as such Securities, Spin-Off Securities, options, warrants or other rights
are publicly-traded as determined by the Calculation Agent; (iv) in the case of Securities, Spin-Off
Securities, options, warrants or other rights which are not publicly-traded (as aforesaid), the Fair
Market Value of such Securities, Spin-Off Securities, options, warrants or other rights shall be
determined by an Independent Financial Adviser, on the basis of a commonly accepted market
valuation method and taking account of such factors as it considers appropriate, including the market
price per Ordinary Share, the dividend yield of an Ordinary Share, the volatility of such market price,
prevailing interest rates and the terms of such Securities, Spin-Off Securities, options, warrants or
other rights, including as to the expiry date and exercise price (if any) thereof. Such amounts shall, in
the case of (i) above, be translated into the Relevant Currency (if declared or paid or payable in a

6

currency other than the Relevant Currency) at the rate of exchange used to determine the amount
payable to Shareholders who were paid or are to be paid or are entitled to be paid the Ordinary Cash
Dividend or, as the case may be, Special Dividend in the Relevant Currency; and in any other case, shall
be translated into the Relevant Currency (if expressed in a currency other than the Relevant Currency)
at the Prevailing Rate on that date all as determined by the Calculation Agent. In addition, in the case
of (i) and (ii) above, the Fair Market Value shall be determined by the Calculation Agent on a gross
basis and disregarding any withholding or deduction required to be made on account of tax, and
disregarding any associated tax credit.
"Final Maturity Date" means 31 January 2021.
"Free Float" means all issued and outstanding Ordinary Shares less the aggregate of those Ordinary
Shares held by any person (or persons who have entered into shareholders' agreements or lock-up
agreements concerning the Ordinary Shares with a duration of more than six months) holding more
than 2 per cent. of the issued and outstanding Ordinary Shares (other than, in each case, Ordinary
Shares held by any collective investment undertakings, pension funds and social security institutions).
"Further Bonds" means any further Bonds issued pursuant to Condition 16 and consolidated and
forming a single series with the then outstanding Bonds.
"Group" means the Issuer and its Subsidiaries taken as a whole.
"Independent Financial Adviser" means an independent financial institution of international repute
or an independent financial adviser with appropriate expertise, which may (without limitation) be the
Calculation Agent, appointed by the Issuer at its own expense.
"Interest Payment Date" has the meaning provided in Condition 5(a).
"Market Price" means the Volume Weighted Average Price of an Ordinary Share on the relevant
Reference Date, provided that if any Dividend or other entitlement in respect of the Ordinary Shares
is announced on or prior to the relevant Conversion Date in circumstances where the record date or
other due date for the establishment of entitlement in respect of such dividend or other entitlement
shall be on or after the Conversion Date and if, on the relevant Reference Date, the Volume Weighted
Average Price of an Ordinary Share is based on a price ex-Dividend or ex-any other entitlement, then
such price shall be increased by an amount equal to the Fair Market Value of such dividend or
entitlement per Ordinary Share as at the date of first public announcement of such Dividend or
entitlement (or if that is not a dealing day, the immediately preceding dealing day) determined on a
gross basis and disregarding any withholding or deduction required to be made on account of tax and
disregarding any associated tax credit, all as determined by the Calculation Agent.
"Material Subsidiary" means at any time a Subsidiary of the Issuer:
(a)
whose total assets (or, where the Subsidiary in question prepares consolidated accounts,
whose total consolidated assets) at any relevant time represent no less than 10 per cent. of
the total consolidated assets of the Group, as calculated by reference to the then latest
consolidated audited accounts or consolidated six-month or quarterly reports of the Issuer
and the latest accounts or six-month or quarterly reports of each relevant Subsidiary as
restated in accordance with principles of International Accounting Standard; or
(b)
to which is transferred all or substantially all of the assets and undertaking of a Subsidiary
which immediately prior to such transfer is a Material Subsidiary, provided that, as a result of
such transfer, the relevant Subsidiary assets shall represent at least 10 per cent. of the total

7

consolidated assets of the Issuer and its Subsidiaries, as calculated pursuant to paragraph (a)
above.
A certificate from two Directors of the Issuer that, in their opinion, a Subsidiary of the Issuer is or is
not or was or was not at any particular time a Material Subsidiary shall, in the absence of manifest
error, be conclusive and binding on the Bondholders.
"Merger Confirmation Opinion" has the meaning provided in Condition 7(f).
"Merger Confirmation Opinion Deadline" has the meaning provided in Condition 7(f).
"Newco Scheme" means a scheme of arrangement or analogous proceeding ("Scheme of
Arrangement") which effects the interposition of one or more limited liability companies ("Newco")
between the Shareholders of the Issuer immediately prior to the Scheme of Arrangement (the
"Existing Shareholders") and the Issuer; provided that (i) only ordinary shares of Newco or depositary
or other receipts or certificates representing ordinary shares are issued to Existing Shareholders; (ii)
immediately after completion of the Scheme of Arrangement the only shareholders of Newco or, as
the case may be, the only holders of depositary or other receipts or certificates representing ordinary
shares of Newco are Existing Shareholders holding in the same proportions as immediately prior to
completion of the Scheme of Arrangement; (iii) immediately after completion of the Scheme of
Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only
shareholder of the Issuer; (iv) all Subsidiaries of the Issuer immediately prior to the Scheme of
Arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the
Issuer (or of Newco) immediately after completion of the Scheme of Arrangement; and (v)
immediately after completion of the Scheme of Arrangement the Issuer (or Newco) holds, directly or
indirectly, the same percentage of the ordinary share capital and equity share capital of those
Subsidiaries as was held by the Issuer immediately prior to the Scheme of Arrangement.
"Opening Price" means, in respect of an Ordinary Share, on any dealing day, the opening price of an
Ordinary Share published by or derived from Bloomberg page HP (setting 'Open Price' or any other
successor setting and using values not adjusted for any event occurring after such dealing day and for
the avoidance of doubt all values will be determined with all adjustment settings on the DPDF Page,
or any successor or similar setting, switched off) in respect of such Ordinary Share in respect of the
Relevant Stock Exchange (and for the avoidance of doubt, such Bloomberg page being, in the case of
an Ordinary Share as at the Assumption Date, COV FP Equity HP), if any or, in any such case, such other
source as shall be determined to be appropriate by the Calculation Agent on such dealing day,
provided that if on any such dealing day such price is not available or cannot otherwise be determined
as provided above, the Opening Price of an Ordinary Share in respect of such dealing day shall be the
Opening Price, determined as provided above, on the immediately preceding dealing day on which
the same can be so determined all as calculated by the Calculation Agent or, if such price cannot be
calculated as aforesaid, determined by an Independent Financial Adviser in such manner as it may
consider appropriate.
"Option Scheme" has the meaning provided in Condition 6(e).
"Optional Redemption Date" has the meaning provided in Condition 7(b).
"Optional Redemption Notice" has the meaning provided in Condition 7(b).
"Ordinary Shares" means fully paid ordinary shares in the capital of the Issuer currently with a par
value of 3.00 each.

8

"Original Issuer Change of Control Period" has the meaning provided in Condition 6(a).
"Original Issuer Change of Control Put Date" has the meaning provided in Condition 7(f).
"Original Issuer Change of Control Put Exercise Notice" has the meaning provided in Condition 7(f).
"Original Issuer Change of Control Put Exercise Period" has the meaning provided in Condition 7(f).
"Permitted Encumbrance" means:
(a)
any Security Interest arising by operation of law in the ordinary course of business;
(b)
any Security Interest in existence in respect of any asset or property of the Issuer or any of its
Subsidiaries on the Assumption Date;
(c)
in the case of any entity which becomes a Subsidiary of any member of the Group after the
Assumption Date, any Security Interest securing Relevant Indebtedness existing over its assets
at the time it becomes such a Subsidiary provided that the Security Interest was not created
in contemplation of, or in connection with, such entity becoming a Subsidiary and the amounts
secured have not been increased in contemplation of or in connection with such entity
becoming a Subsidiary; and
(d)
any Security Interest created in substitution of any Security Interest permitted under
paragraphs (a) to (c) above over the same or substituted assets provided that (1) the principal
amount secured by the substitute Security Interest does not exceed the principal amount
outstanding and secured by the initial Security Interest, (2) in the case of substituted assets,
the market value of the substituted assets as at the time of substitution does not exceed the
market value of the assets replaced, as determined and confirmed in writing by the Issuer
(acting reasonably), and (3) the duration of the substitute Security Interest does not exceed
the duration of the substituted Security Interest.
"Permitted Reorganisation" means (i) any consolidation, amalgamation, merger or De-merger of the
Issuer with any other corporation, or (ii) the sale or transfer of all, or substantially all, of the assets of
the Issuer or any Subsidiary of the Issuer to a single acquirer, or (iii) any contribution in kind,
conveyance, sale, assignment, transfer, lease of, or any kind of disposal of, all or substantially all, of
the assets or going concern of the Issuer or any of its Subsidiaries or (iv) any purchase or exchange by
the Issuer or any of its Subsidiaries of its assets or its going concern, whether or not effected through
a capital increase subscribed and paid up by means of a contribution in kind, provided that in any such
reorganisation affecting the Issuer (where the Issuer is not the continuing entity):
(a)
the continuing entity (in the case of (i) above) or the acquirer (in the case of (ii) above) (each,
a "Successor") shall assume all of the obligations under the Bonds including the obligation to
deliver its ordinary shares upon conversion of the Bonds mutatis mutandis these Conditions,
at an initial conversion price which shall be determined in such manner as an Independent
Financial Adviser (acting reasonably) shall deem to be appropriate;
(b)
the ordinary shares of the Successor are admitted to listing on the Relevant Stock Exchange
or on another regulated, regularly operating, recognised stock exchange or securities market
in the European Union;
(c)
such other changes are made to these Conditions and the Agency Agreement as an
Independent Financial Adviser shall deem to be appropriate;

9

(d)
no Event of Default (as defined in Condition 10) shall have occurred.
a "person" includes any individual, company, corporation, firm, partnership, joint venture,
undertaking, association, organisation, trust, state or agency of a state (in each case whether or not
being a separate legal entity).
"Prevailing Rate" means, in respect of any currencies on any day, the spot rate of exchange between
the relevant currencies prevailing as at or about 12 noon (Paris time) on that date as appearing on or
derived from the Relevant Page or, if such a rate cannot be determined at such time, the rate
prevailing as at or about 12 noon (Paris time) on the immediately preceding day on which such rate
can be so determined all as determined by the Calculation Agent, or, if such rate cannot be so
determined by reference to the Relevant Page, the rate determined in such other manner as an
Independent Financial Adviser shall prescribe in good faith.
"Record Date" has the meaning provided in Condition 8(c).
"Reference Date" means, in relation to a Retroactive Adjustment, the date on which the relevant
Adjustment to the Conversion Price takes effect or, in any such case, if that is not a dealing day, the
next following dealing day.
"Reference Shares" means, in respect of the exercise of Conversion Rights by a holder, the number of
Ordinary Shares (rounded down, if necessary, to the nearest whole number) determined by dividing
the principal amount of Bonds which are the subject of the relevant exercise of Conversion Rights by
such holder by the Conversion Price in effect on the relevant Conversion Date.
"Register" has the meaning provided in Condition 4(a).
"Relevant Currency" means, at the relevant time or for the purposes of the relevant calculation or
determination, the currency in which the Ordinary Shares are quoted or dealt in on the Relevant Stock
Exchange at such time.
"Relevant Date" means, in respect of any Bond, whichever is the later of:
(i)
the date on which payment in respect of it first becomes due; and
(ii)
if any amount of the money payable is improperly withheld or refused the date on which
payment in full of the amount outstanding is made or (if earlier) the date on which notice is
duly given by the Issuer to the Bondholders in accordance with Condition 15 that, upon further
presentation of the Bond, where required pursuant to these Conditions, being made, such
payment will be made, provided that such payment is in fact made as provided in these
Conditions.
"Relevant Indebtedness" means any present or future indebtedness (whether being principal,
interest or other amounts), in the form of, or represented by, notes, bonds or other securities,
whether issued for cash or in whole or in part for a consideration other than cash, and which are, or
are capable of being, quoted, listed or ordinarily dealt in or traded on any recognised stock exchange,
over-the-counter or other securities market; provided, however, that any indebtedness represented
by notes or similar instruments, issued by consolidated or non-consolidated special purpose vehicles
in connection with the securitisation of assets, and in respect of which recourse is limited to such
assets, shall not be deemed to constitute Relevant Indebtedness. For the avoidance of doubt, Relevant
Indebtedness shall not include, whether granted by the Issuer or any of its Subsidiaries, any

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