Access Financial Services LIMITED Invitation for Subscription
Unsecured 9% Notes due November 2014 PLEASEREADINSTRUCTIONSONREVERSESIDEBEFORECOMPLETINGTHISFORM
To: The Company, Access Financial Services Limited
I/We confirm that I/we have read and understood and hereby agree to be bound by the terms and conditions of the Invitation contained in the Prospectus, all of which are incorporated in this Application Form by reference.
I/We hereby apply for Notes in Access Financial Services Limited on and subject to the terms and conditions of the Invitation set out in the Prospectus published on or after 1 October 2013 at the discounted price set out therein and I/We attach my/our cheque for total payment of
$ .
I/We agree to accept the same or any smaller number of Notes in respect of which this application may be accepted, subject to the terms and conditions in the Prospectus and the Trust Deed, by which I/We agree to be bound.
I/We request you to issue to me/us the number of Notes which may be allocated to me/us at the close of the said Invitation upon the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept the shares that may be allocated to me/us to be credited to an account in my/our name(s) in the Jamaica Central Securities Depository.
INSTRUCTIONS TO COMPLETING APPLICATION FORM: All fields are relevant and must be completed. If you already have an account with the JCSD, please ensure that you indicate your JCSD Account number.
PRIMARY HOLDER (Either Company or Individual)
TITLE TRN# CITIZENSHIP JCSDACCOUNT # BROKER
CUSTOMER NUMBER
ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3 TELNO:
CITY POSTAL CODE
Signature: Companies: ___________________________________ ___________________________________________ Director Director/Secretary Individual: ___________________________________ Applicant ____________________________________________ All signatures: please date
JOINT HOLDER INFORMATION
NAME OF FIRST JOINT HOLDER* (*DEFAULT ADDRESS FOR ALL NOTICES AND OTHER CORRESPONDENCE)
T.R.N. OCCUPATION_________________________________SIGNATURE
NAME OF SECOND JOINT HOLDER
Appendix 2:
Form of Note
ACCESS FINANCIAL SERVICES LIMITED
Serial Number: ______ Issue Date: October 2014 Amount: J$_______________ Maturity Date: April 2014
FOR VALUE RECEIVED, the Undersigned, ACCESS FINANCIAL SERVICES LIMITED (the
“Promisor”) HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of
______________________________ on the _____ day of NOVEMBER_2014 (“the Repayment Date”), without grace, the principal sum of ___________________________________Jamaican Dollars (J$ __________) (the “Principal Sum”) on the Maturity Date.
The Promisor further promises to pay interest on the Principal Sum outstanding from time to time on the Business Day falling 6 months after the issue date of the Notes, with any remaining interest due on the Maturity Date (computed for the actual number of days elapsed in each Interest Period and on the basis of a year of 365 days) at the rate of 9% per annum (“the Agreed Rate”) (both before and after any judgment).
If principal or interest shall fall due for payment on a day which is not a Business Day then payment shall be made on the immediately preceding Business Day and the non-Business Day(s) omitted from that monthly calculation of interest shall be carried forward and added to the days comprised in the next Interest Period.
Principal, interest and other sums payable hereunder shall be payable in lawful money of Jamaica at the offices of the Trustee, JCSD Trustee Services Limited, of 40 Harbour Street, Kingston.
All payments hereunder shall be made in same day funds or such other funds as are equivalent to same day funds. Payment of the Principal Sum and interest shall be made without set-off or counterclaim but subject to any withholding tax which the Promisor is obliged to deduct by applicable law.
Notwithstanding anything herein the obligation of the Promisor to pay any amount hereunder may be accelerated and become immediately due and payable in full upon the occurrence of an Events of Default (as defined below). The Promisor hereby irrevocably and unconditionally waives all requirements as to diligence, presentment, demand, protest, notice of dishonour and all other notices whatever, and agrees to pay all expenses, including reasonable attorneys’ fees incurred in the collection of this Note.
The failure of the holder hereof to exercise any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any other instance.
This Note is one of the Notes referred to in the Trust Deed dated the 1 day of October, 2013 between the Issuer and JCSD Trustee Services Limited, as Trustee (the "Trust Deed") and is issued subject to, and entitled to the benefit of, the provisions of the Trust Deed (as it may be amended, supplemented or amended and restated from time to time).
This Note is not secured or guaranteed, nor is it convertible into ordinary shares or any other securities of the Company.
In this Note all defined terms shall have the meanings set out in the Trust Deed unless a contrary indication is made:
“Business Day” means any day other than a Saturday or Sunday on which commercial banks are opened generally for business in the Corporate Area of Kingston and Saint Andrew;
“Event of Default” means the occurrence of any of the events set out in Article 13 of the Trust Deed including but not limited to the following events:
(a) if default of five (5) Business Days or more in the payment of any principal, interest or other sum due under any Note or the Trust Deed or any Related Document; or
(x) if any representation, warranty or statement made by the Company in the Trust Deed or any other Related Document should prove to have been incorrect in any material respect when made; or
(xi) if default shall be made by the Company in the performance or observance of any covenant, condition or provision (other than any covenant for the payment of principal, interest or other sum) in the Trust Deed or in any other Related Document; or
(xii) if an order shall be made or a resolution passed for the winding up of the Company (except for a members’ voluntary winding up previously approved in writing by the Trustee or by an Ordinary Resolution of the Noteholders as required under ther Trust Deed) and such event shall be certified in writing by the Trustee to be in its opinion materially prejudicial to the interests of the Noteholders or if an order shall be made or a resolution passed for the winding up of the Company; or
(xiii) if an encumbrancer shall take possession or a receiver is appointed, of or over, all or any part of the assets of the Company and such event shall be certified in writing by the Trustee to be in its opinion materially prejudicial to the interests of the Noteholders; or
(xiv) if any distress, execution or other process shall be levied or enforced or sued upon or against any part of the assets of the Company and such event shall be certified in writing by the Trustee to be in its opinion materially prejudicial to the interests of the Noteholders; or
(xv) if the Company shall stop or threaten to stop payment of its debts or shall cease or threaten to cease to carry on its business or substantially the whole of its business and such event shall be certified in writing by the Trustee to be in its opinion materially prejudicial to the interest of the Noteholders; or
(xvi) if the Trust Deed or any Note or other Related Document is or becomes or is alleged to be unlawful or unenforceable; or
(xvii) if the Company shall be unable to pay its debts as they fall due and such event shall be certified in writing by the Trustee to be in its opinion materially prejudicial to the interest of Noteholders,
PROVIDED THAT in the case of any of the events set out at sub-paragraphs (iii), and (iv) above, an Event of Default shall not occur where the default is capable of being remedied unless the Company shall have failed to remedy such default within fourteen (14) days of a written notice from the Trustee to do so. and the Trustee shall have thereafter issued a certificate certifying that the breach will have a Material Adverse Effect.
“Interest Period” means:(i) in the first instance, the Business Day falling six months from the Issue Date ; and (ii) thereafter, the period up to but excluding the Maturity Date.
This Note shall be governed by and construed in accordance with the laws of Jamaica and may be enforced in the Courts of Jamaica.
ACCESS FINANCIAL SERVICES LIMITED By: ______________________________ Director
By: ______________________________ Director/Secretary/ Authorised Signatory AUTHENTICATED without recourse, warranty or liability
JCSD Trustee Services Limited By: ___________________________