DEBENTURE TRUST DEED PURPOSE OF REPORT ...

More documents

Recommendations

Info

- viii - Debenture Trust Deed Page viii 17. Extraordinary Resolution Binds Stockholders: An Extraordinary Resolution passed at a meeting (including an adjourned meeting) of the Stockholders duly convened and held in accordance with this Schedule shall be binding upon all the Stockholders, whether present or not or entitled to be present or not at the meeting, and each of the Stockholders and the Trustee (subject to the provisions of its indemnity contained in the Trust Deed) shall be bound to give effect thereto accordingly and the passing of any such resolution shall, as between the Trustee and the Stockholders, be conclusive evidence that the circumstances justify the passing thereof, the intention being that it shall rest with the meeting to determine without appeal whether or not the circumstances justify the passing of such resolution. 18. Minutes of Meetings: Minutes of all resolutions and proceedings at every meeting of Stockholders shall be made by the Trustee, or if the Trustee shall not be present at such meeting by some person appointed by the chairman of such meeting, and duly entered in books from time to time provided for that purpose by the Trustee at the expense of the Council and any such minutes as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings had or by the chairman of the next succeeding meeting of Stockholders shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes have been made shall be deemed to have been duly held and convened and all resolutions passed or proceedings had thereat to be duly passed and had. Copies of such minutes shall be furnished by the Trustee to the Council as early as possible after the holding of the meeting to which they refer. 19. Written Resolutions: Anything that may be done by the Stockholders by resolution or Extraordinary Resolution passed at a meeting of such Stockholders may, without prejudice to paragraph 1.1, also be done, without a meeting, by written resolution signed by at least three-fourths in number of Stockholders having the right to vote in respect of such resolution and holding in aggregate at least threefourths of the aggregate nominal amount of Stock provided that the Stockholder or Stockholders promoting such a resolution have given the Trustee, the Council and all other Stockholders at least three business days' prior notice of the proposed resolution. 20. Only Persons on Register Recognised by Council: The persons registered as Stockholders in the Register, and no other person or persons, shall be recognised and treated as the legal holders of the Stock therein mentioned whether such persons are or are not in fact the owners thereof. For the purpose of establishing voting entitlements at a meeting the Register shall be closed as of close of business one day prior to the final date proxies may be received pursuant to paragraph 10.3. 21. Classes of Stock: 21.1 In addition to meetings of Stockholders in general, meetings of Classes of Stockholders may be held, and the provisions of this Second Schedule shall apply to any meeting of a Class of Stockholders as if references to "Stockholders" were references to Stockholders in that Class of Stockholders only and references to "Stock" were references to the relevant Class of Stock only. 21.2 A power which may be exercised by Stockholders by Extraordinary Resolution may only be exercised by an Extraordinary Resolution of a Class of Stockholders if the Trustee agrees, acting reasonably, that the KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson
- ix - Debenture Trust Deed Page ix exercise of that power only affects that Class of Stockholders, unless each affected Class of Stockholders passes the same, or substantially the same, Extraordinary Resolution. 21.3 The references to Extraordinary Resolution in clauses 0, 0, 0, 0 and 0 shall be read as references to an Extraordinary Resolution passed by Stockholders generally and not by one or more Classes of Stockholders only. KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson
Page 1 and 2:
Mayor and Councillors COUNCIL DEBEN
Page 3 and 4:
Appendix 1 - Fin-13-825 Fin-12-593
Page 5 and 6:
Appendix 1 - Fin-13-825 Fin-12-593
Page 7 and 8:
TABLE OF CONTENTS Appendix 1 Fin-13
Page 9 and 10:
Debenture Trust Deed 2 Definitions:
Page 11 and 12:
Debenture Trust Deed 4 "Paying Agen
Page 13 and 14:
Debenture Trust Deed 6 "Transitiona
Page 15 and 16:
Debenture Trust Deed 8 as regards t
Page 17 and 18:
Debenture Trust Deed 10 Advice to T
Page 19 and 20:
Debenture Trust Deed 12 Validity: N
Page 21 and 22:
Debenture Trust Deed 14 REGISTER OF
Page 23 and 24:
Debenture Trust Deed 16 INDEMNITY B
Page 25 and 26:
Debenture Trust Deed 18 BEARER STOC
Page 27 and 28: Debenture Trust Deed 20 person in a
Page 29 and 30: Debenture Trust Deed 22 except that
Page 31 and 32: Debenture Trust Deed 24 date of suc
Page 33 and 34: Debenture Trust Deed 26 distinguish
Page 35 and 36: Debenture Trust Deed 28 of any prov
Page 37 and 38: Debenture Trust Deed 30 of this Dee
Page 39 and 40: Debenture Trust Deed 32 satisfied t
Page 41 and 42: Debenture Trust Deed 34 becoming en
Page 43 and 44: Debenture Trust Deed 36 Essential S
Page 45 and 46: Debenture Trust Deed 38 Application
Page 47 and 48: Debenture Trust Deed 40 Priority Am
Page 49 and 50: Debenture Trust Deed 42 ALTERATIONS
Page 51 and 52: Debenture Trust Deed 44 the Council
Page 53 and 54: Debenture Trust Deed 46 SIGNED for
Page 55 and 56: Stock Certificate No: [ ] FIRST SCH
Page 57 and 58: - iii - Debenture Trust Deed Page i
Page 59 and 60: Stock Certificate No: [ ] FIRST SCH
Page 63 and 64: - v - Debenture Trust Deed Page v (
Page 65 and 66: espect of advances and in respect o
Page 67 and 68: CONDITIONS 1. SUBJECT as herein pro
Page 69 and 70: FIRST SCHEDULE PART IV FURTHER COND
Page 71 and 72: SECOND SCHEDULE MEETINGS OF STOCKHO
Page 75 and 76: - v - Debenture Trust Deed Page v (
Page 77: - vii - Debenture Trust Deed Page v
Page 81 and 82: - ii - Debenture Trust Deed Page ii
Page 83: - iv - Debenture Trust Deed Page iv
show all

DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Create successful ePaper yourself

Delete template?

Save as template?