Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change or any development involving a prospective material adverse change from that set forth in the Offering Circular as at the relevant Agreement Date in the consolidated condition (financial or otherwise), results of operations, prospects or business affairs of the relevant Issuer nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause 4; (b) there being no outstanding breach of any of the obligations of the relevant Issuer under this Agreement, the Agency Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as provided in subclause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding U.S.$20,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and the relevant Issuer not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) in the opinion of the relevant Dealer (after consultation with the Issuer, if practicable): (i) there being: (A) no circumstances such as to prevent or to a material extent restrict payment for the Notes in the manner contemplated in this Agreement; or (B) no circumstances such as to a material extent prevent or restrict settlement of transactions in the Notes in the market or otherwise; or (ii) there having been no change in national or international political, legal, tax or regulatory conditions or any calamity or emergency, which has in its view caused a substantial deterioration in the price and/or value of the Notes, between the Agreement Date and the Issue Date for the Notes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the relevant Issuer to issue the Notes on the proposed Issue Date and for the relevant Issuer to fulfil its obligations under the Notes and the relevant Issuer having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any of the relevant Issuer’s debt by Standard & Poor’s, Moody’s or ▇▇▇▇▇ Ratings Ltd or the placing on “Creditwatch” with negative implications or similar publication of formal review by the relevant rating agency; (i) the forms of the Final Terms, the applicable Global Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the relevant Dealer and the Principal Paying Agent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the Principal Paying Agent as custodian of the Registered Global Note representing the relevant Registered Notes and the delivery, if the Notes are CGNs, to the common depositary or, if the Notes are NGNs, the common safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Bearer Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State in circumstances which require, or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive: (i) the denomination of the Notes being €50,000 (or its equivalent in any other currency) or more; and (ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes which are intended to be listed or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Offering Circular having been published in accordance with the Prospectus Directive pursuant to clause 5.2; (n) in the case of Notes which are intended to be listed on the London Stock Exchange the Offering Circular having been approved as a base prospectus by the Financial Services Authority and having been published in accordance with the Prospectus Directive; and (o) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the London Stock Exchange) or offered to the public in a European Economic Area Member State (other than the United Kingdom) in circumstances which require the publication of a prospectus under the Prospectus Directive, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be released and discharged from its obligations under the agreement reached under clause 2.
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Each issue. The obligations of a Dealer under any agreement for the issue and purchase subscription of Notes made under clause Clause 2 (Agreements to Issue and Subscribe for Notes) are conditional on:
(a) there having been, as at the proposed Issue Date, no material adverse change or any development involving a prospective material adverse change from that set forth in the Offering Circular Base Prospectus as at the relevant Agreement Date in the consolidated financial condition (financial or otherwise), results of operations, prospects or business affairs of the relevant Issuer nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause 4;Clause 4 (Representations and Warranties of the Issuer);
(b) there being no outstanding breach of any of the obligations of the relevant Issuer under this Agreement, the Trust Deed, the Agency Agreement or any Notes which is material in the context of the issue of Notes and which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date;
(c) subject to clause 12Clause 12 (Increase in the Aggregate Nominal Amount of the Programme), the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as provided in subclause sub-clause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding U.S.$20,000,000,000;U.S.$1,500,000,000;
(d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes;
(e) no meeting there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the holders of Notes (relevant Dealer, no such change in national or any of them) having been duly convened but not yet held orinternational financial, if held but adjournedpolitical or economic conditions or currency exchange rates or exchange controls as would, the adjourned meeting having not been held and the relevant Issuer not being aware of any circumstances which are likely to lead to the convening of such a meeting;
(f) in the opinion of the relevant Dealer (after consultation with the Issuer, if practicable):
(i) there being:
(A) no circumstances ), be likely to prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such as to prevent or to a material extent restrict payment for the Notes in the manner contemplated in this Agreement; orsecondary market;
(B) no circumstances such as to a material extent prevent or restrict settlement of transactions in the Notes in the market or otherwise; or
(ii) there having been no change in national or international political, legal, tax or regulatory conditions or any calamity or emergency, which has in its view caused a substantial deterioration in the price and/or value of the Notes, between the Agreement Date and the Issue Date for the Notes;
(gf) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the relevant Issuer to issue the Notes on the proposed Issue Date and for the relevant Issuer to fulfil its obligations under the Notes Notes, and the relevant Issuer having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them;
(hg) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any of the relevant Issuer’s 's debt by Standard & Poor’s, Moody’s 's or ▇▇▇▇▇ Ratings Ltd Fitch or the placing on “"Creditwatch” " with negative implications or similar publication of formal review by the relevant rating agency;
(ih) the forms of the applicable Final Terms, the applicable Global Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the relevant Dealer and Dealer, the Trustee, the Principal Paying AgentAgent and, if applicable, the Registrar;
(ji) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg;
(kj) the delivery to the Principal Paying Agent Registrar as custodian of the Registered Global Note representing the relevant Registered Notes and the delivery, if the Notes are CGNs, delivery to the common depositary or, if the Notes are NGNs, the common safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Bearer Notes in each case as provided in the Agency Agreement;
(lk) any calculations or determinations which are required by the relevant Conditions and/or Additional Note Conditions to have been made prior to the Issue Date having been duly made;
(l) in the case of Notes which are intended to be listed on Euronext Dublin, the Base Prospectus having been approved as a base prospectus by the Central Bank of Ireland and having been published in accordance with the Prospectus Regulation;
(m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State in circumstances which require, or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive:
(i) the denomination of the Notes being €50,000 (or its equivalent in any other currency) or more; and
(ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes which are intended to be listed or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Offering Circular having been published in accordance with the Prospectus Directive pursuant to clause 5.2;
(n) in the case of Notes which are intended to be listed on the London Stock Exchange the Offering Circular having been approved as a base prospectus by the Financial Services Authority and having been published in accordance with the Prospectus Directive; and
(o) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than Euronext Dublin) or in the London Stock Exchange) United Kingdom or offered to the public in a European Economic Area Member State (other than Ireland) or in the United Kingdom) Kingdom in circumstances which require the publication of a prospectus under the Prospectus DirectiveRegulation, the competent authority of each relevant such European Economic Area Member State or the United Kingdom (as applicable) having been notified in accordance with the procedures set out in Articles 17 24 and 18 25 of the Prospectus Directive Regulation and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) 7 of the Prospectus DirectiveRegulation, a summary having been drawn upup;
(n) in the case of Subordinated Capital Notes, compliance with the applicable Regulatory Capital Requirements and Additional Conditions (if any) prescribed by the Prudential Authority, and the Prudential Authority having approved the issue of the Subordinated Capital Notes;
(o) the Issuer shall have obtained the prior written approval of the Financial Surveillance Department of the South African Reserve Bank and, in respect of Notes the proceeds of which are intended to qualify as Regulatory Capital, the Prudential Authority for the issue of the Notes and the applicable Final Terms (except to the extent no longer required); and
(p) the board of the directors of the Issuer (or a duly authorised Directors' Committee, to which the powers of the directors have been delegated) shall have passed a resolution authorising the issue of the Notes. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be released and discharged from its obligations under the agreement reached under clause 2Clause 2 (Agreements to Issue and Subscribe for Notes).
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Sources: Programme Agreement