The Notes will initially be in the form of the Temporary Global Note which will be deposited on or around the Closing Date with a common depositary for Euroclear and Clearstream, Luxembourg. The Temporary Global Note will be exchangeable in whole or in part for interests in the Permanent Global Note not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. No payments will be made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership.
The Permanent Global Note will become exchangeable in whole, but not in part, for Notes in definitive form (‘‘Definitive Notes’’) in the denomination of 4100,000 each at the request of the bearer of the Permanent Global Note against presentation and surrender of the Permanent Global Note to the Principal Paying Agent if either of the following events (each, and ‘‘Exchange Event’’) occurs: (a) Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 9 (Events of Default) occurs.
Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons attached, in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note at the Specified Office of the Principal Paying Agent within 30 days of the occurrence of the relevant Exchange Event.
In addition, the Temporary Global Note and the Permanent Global Note will contain provisions which modify the Terms and Conditions of the Notes as they apply to the Temporary Global Note and the Permanent Global Note. The following is a summary of certain of those provisions:
Payments: All payments in respect of the Temporary Global Note and the Permanent Global Note will be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of the Temporary Global Note or (as the case may be) the Permanent Global Note at the Specified Office of any Paying and Exchange Agent and will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of principal or interest is made in respect of the Temporary Global Note or (as the case may be) the Permanent Global Note, the Issuer shall procure that the same is noted in a schedule thereto.
Notices: Notwithstanding Condition 34 (Notices), while all the Notes are represented by the Permanent Global Note (or by the Permanent Global Note and/or the Temporary Global Note) and the Permanent Global Note is (or the Permanent Global Note and/or the Temporary Global Note are) deposited with a common depositary for Euroclear and Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with Condition 34 (Notices) on the date of delivery to Euroclear and Clearstream, Luxembourg, except that, for so long as such Notes are admitted to trading on the Irish Stock Exchange and it is a requirement of applicable law or regulations, such notices shall be published in a leading newspaper having general circulation in Ireland (which is expected to be the Irish Times.
Exchange Rights: Subject to the provisions of the Conditions and the Agency Agreement, Noteholders may exercise their Exchange Rights by depositing a duly signed and completed Exchange Notice, which may be by facsimile while the Notes are in global form, accompanied by written authority to Euroclear or Clearstream, Luxembourg to debit the relevant Noteholder’s account with Euroclear or Clearstream, Luxembourg with the principal amount of the Notes in respect of which such Noteholder is exercising its Exchange Rights. The portion of the Permanent Global Note so exchanged shall be endorsed by the Principal Paying and Exchange Agent on the relevant schedule to the Permanent Global Note, reflecting a reduction in the principal amount thereof.
Call Option/Share Settlement Option: The call options of the Issuer provided for in Condition 6(b) (Redemption and Purchase — Redemption at the option of the Issuer) and 6(c) (Redemption and Purchase — Redemption by Share Settlement) shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in, and containing the information required by, the Conditions.
Premium Compensation and Put Option upon Change of Control Event: If the Issuer gives a Change of Control Event Notice (as defined in the Conditions), then the Issuer shall: (i) at the option of any Noteholder within 30 Business Days following the date of publication of the relevant Change of Control Event Notice, redeem such Note at its principal amount together with interest accrued to such date of redemption; or (ii) upon exercise of the Exchange Rights by any Noteholder within 30 Business Days following the date of publication of the relevant Change of Control Event Notice (x) exchange such Notes for a Pro Rata Share of the Exchange Property, and (y) pay an amount equal to the Premium Compensation Amount.