10.1 Forms of transfer
A Noteholder may transfer any Notes the Noteholder holds by:
(a) a Proper ASTC Transfer or any other method of transferring or dealing in Notes introduced by ASX or operated in accordance with the ASTC Settlement Rules or the Listing Rules, including any other method of transfer or dealing which the Constitution permits in relation to units in the Spark Infrastructure Trust which are Officially
Quoted and, in any such case, recognised under the Corporations Act;
or
(b) a written instrument of transfer in any usual form or in any other form approved by either the Directors or ASX, that is otherwise permitted by law.
10.2 Registration of transfer
A transferor of Notes remains the owner of the Notes transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the Notes, and the transferee of Notes on being entered on the Register shall have all the rights and obligations which the transferor had and all the rights and obligations of a Noteholder under the Note Trust Deed.
10.3 Transfers which are not Proper ASTC Transfers
The following provisions apply to instruments of transfer referred to in clause 10.1(b) of these Terms of Issue:
(a) unless the instrument of transfer is otherwise a sufficient transfer under the Corporations Act, the instrument must be signed by, or executed by or on behalf of:
(i) the transferor; and
(ii) if required by RE, the transferee;
(b) the instrument of transfer, duly stamped if required, will be left at the place where the Register is kept, accompanied by the Note Certificate (if any) in respect of the Notes to be transferred and such other evidence as the Directors require to prove the transferor's title to, or right to transfer, the Notes;
(c) the instrument of transfer must be endorsed or accompanied by an instrument executed by the transferee to the effect that the transferee agrees to accept the Notes subject to the terms and conditions on which the transferor held them, to become a Noteholder and to be bound by the Note Trust Deed and these Terms of Issue; and
(d) on registration of a transfer of Notes, RE will cancel the old Note Certificate (if any).
10.4 Directors to register transfers
Subject to clauses 10.3 and 10.5 of these Terms of Issue, the Directors will not refuse to register or fail to register or give effect to a transfer of Notes, unless the Stapling Provisions apply under clause 18 of the Note Trust Deed and the Directors are otherwise entitled to refuse to register the other Stapled Securities to which the relevant Notes are attached.
10.5 Refusal to register transfers other than Proper ASTC Transfer (a) The Directors may refuse to register any transfer of Notes (other than a
Proper ASTC Transfer) where the Listing Rules permit RE to do so or such transfer is prohibited under the Stapling Provisions.
(b) The Directors will refuse to register any transfer of Notes (other than a Proper ASTC Transfer) where the Corporations Act or the Listing Rules require RE to do so, the transfer is in breach of the Listing Rules, or the Stapling Provisions otherwise require them to do so.
10.6 Notice of refusal to register
(a) Where the Directors refuse to register a transfer of Notes under clause 10.5 of these Terms of Issue, RE will give written notice of the refusal and the reasons for the refusal to the transferee and the person who lodged the transfer, if not the transferee, within five Business Days after the date on which the transfer was lodged with RE or subject to the Listing Rules such longer period as is permitted in the Constitution in relation to a refusal to register units in the Spark Infrastructure Trust.
(b) Failure by RE to give notice under clause 10.6(a) above will not invalidate the refusal to register the transfer in any way.
10.7 Holding lock or refusal to register transfer
(a) If the Notes are Officially Quoted, subject to the Corporations Act and if permitted to do so by the Listing Rules, RE may:
(i) request any applicable CS Facility Operator or the Registrar, as the case may be, to apply a holding lock to prevent a transfer of Notes from being registered on the CS Facility’s sub register or registered on an issuer-sponsored sub register, as the case may be; or
(ii) refuse to register a transfer of other Notes to which paragraph (a) does not apply,
if the Stapling Provisions apply under clause 18 of the Note Trust Deed and RE at the same time so requests or refuses in relation to the other Stapled Securities to which the relevant Notes are attached for so long as this applies to such Stapled Securities.
(b) RE must make such request or refuse to register a transfer, as set out in (a) above, if the Corporations Act or Listing Rules require RE to do so or RE is required to do so in relation to a transfer of units in Spark
Infrastructure Trust.
10.8 Restricted Securities
Subject to the Corporations Act, a Note may not be transferred if it is a Restricted Security.
10.9 Mandatory disposal of Notes
While the Stapling Provisions are in effect in accordance with clause 18 of the Note Trust Deed:
(a) if a Defaulted Stapled Security (as defined in the Stapling Provisions) exists, RE may offer for sale and implement the sale of Notes in accordance with clause 4 of the Stapling Provisions;
(b) Notes held by, or sought to be registered in the name of, a Designated Foreign Investor or Excluded US Person (each as defined in the Stapling Provisions) may be sold and otherwise dealt with by RE in accordance with clauses 8 and 9 respectively of the Stapling Provisions.