debenture offer apri.. - Jules Akel

2. No membership and repayment2.1: The Debentures are non-convertible. The issue of a Debenturewill not confer on the Debenture Holder membershipof the Club or the right to become a member of the Club.2.2: Each Debenture takes eVect from 30th November 2008and, subject to any early repayment made in accordancewith the terms hereof, the Nominal Value of each Debentureshall be repayable at par on 30th November 2083.3. Security and interest3.1: Debenture Holders will not be entitled to any chargeover or interest in any property or funds of the Club butare entitled to the applicable rights and benefits specifiedin the OVer Terms. A Debenture Holder’s right to therepayment of the Nominal Value of the Debenture willbe enforceable only against the property and funds of theClub as unsecured creditors and not against any memberof the Club, oYcer, employee, adviser or agent of the Clubpersonally.3.2: Debenture Holders will not be entitled to any intereston the Nominal Value of the Debentures or howsoeverotherwise from the Club.4. RankingThe Debentures issued pursuant to the OVer shall rankequally in all respects with regard to repayment and withoutany priority as between one another.5. Ticket Rights5.1: A Debenture Holder shall have the right, exercisableonly during the Ticket Rights Period, to purchase (from theClub or its nominee) one ticket in the Debenture SeatingArea for each Debenture held on payment of the face valueof such ticket and upon the Conditions for the Sale ofTickets and all other terms and conditions from time to timeapplicable on the occasion of each Debenture Match Day.5.2: The Club, by no later than 1st January of eachrelevant year, shall write to Debenture Holders (a“Ticket Notification”) to invite them to exercise theirright to purchase a ticket in respect of each Debenturethey hold for each Debenture Match Day in that year’sCricket Season or (if the Club chooses to operate a WhiteMarket in respect of any such Debenture Match Day)to invite them to elect to forgo their right to purchasesuch ticket and instead to elect to oVer to sell such TicketRight to the Club in the White Market. Each TicketNotification shall also contain the amount which the Clubshall pay to the Debenture Holder upon the acceptanceof any such oVer to sell such Ticket Right on the WhiteMarket. In the event that the Club elects to operate aWhite Market in respect of any Debenture Match Day,the Club shall indicate in the Ticket Notification relatingto that Debenture Match Day, the maximum number ofTicket Rights that it shall buy from Debenture Holderspursuant to such White Market (the “Total WhiteMarket Allocation”). For the avoidance of doubt, theClub shall not be obliged to operate a White Market inrespect of any Debenture Match Day, and it may decideto operate a White Market in respect of other debenturesthat the Club has previously issued and/or may issue inthe future and not in respect of the Debentures beingissued pursuant to this Offer.5.3: Each Debenture Holder, by no later than 1st Februaryof each relevant year, may serve on the Club writtennotification that he wishes to oVer some or all of his TicketRights pursuant to any White Market that applies to him asstated in the Ticket Notification (“White Market Election”).The Club shall notify, in writing, all relevant DebentureHolders by no later than 7th February of such relevant year,whether or not they have been successful in selling to theClub any or all of the Ticket Rights in respect of whichthey have served a White Market Election. In the eventthat the Club receives White Market Elections in excess ofthe Total White Market Allocation, it shall scale down orchoose such other method of allocation to deal with suchoversubscription as it deems appropriate.5.4: Each Debenture Holder, by no later than 1st March ofeach relevant year (the “Cut‐OV Time”), shall be requiredto elect to purchase the ticket(s) pursuant to his TicketRights (a “Ticket Election”) for each Debenture MatchDay in that year’s Cricket Season.5.5: In the event that the Club does not receive from aDebenture Holder by the Cut-OV Time a Ticket Election inrespect of a relevant Debenture Match Day, the DebentureHolder shall be deemed to have forgone and surrenderedhis Ticket Right in respect of that Debenture Match Day.In such event, the Club shall be entitled to sell the relevantticket to a third party and shall not be obliged to account tothe Debenture Holder for any proceeds raised from the saleof such ticket.5.6: In the event that the Club accepts a White MarketElection, it shall be free to sell or otherwise dispose of theunderlying ticket relating to such White Market Election asit sees fit.5.7: The Ticket Notification shall contain such other termsand conditions in respect of the operation of the WhiteMarket as the Club may stipulate from time to time.5.8: The Club will procure that holders of tickets purchasedpursuant to the Ticket Rights for Debenture Match Daysshall have use of a licensed bar, provided always that the useof such bar shall be subject to capacity, health and safety and/or licensing restrictions. Such bar will be for the exclusiveuse of persons with tickets in the Upper Grand Stand.5.9: The Club, in its absolute discretion, may provide suchother benefits in respect of the Debentures and/or thetickets purchased pursuant to the Ticket Rights from timeto time.5.10: In respect of any Additional Match for whichthe Club has the unfettered right to allocate tickets, theClub shall provide to Debenture Holders a reasonablepreferential booking period during which each DebentureHolder shall have the right to purchase from the Club (orits nominee) one ticket (subject to the payment of the facevalue of such ticket and upon the Conditions for the Saleof Tickets) for such Additional Match for each Debenturehe holds. The Club shall notify Debenture Holders inwriting of the dates of each such preferential bookingperiod. A Debenture Holder’s right to purchase tickets foran Additional Match shall lapse if it is not exercised beforethe end of such preferential booking period. Providedalways that the Club shall have no obligations under thisClause 5.10 if the Upper Grand Stand is not scheduled tobe open for such Additional Match, or if the Club doesnot have the unfettered right to allocate such tickets, orany other legally binding obligation on the Club prohibitsit from complying with the terms of this Clause 5.10.5.11: Tickets issued to Debenture Holders pursuant tothe Ticket Rights shall be non-transferable and may notbe resold by them. However such prohibitions are notcontravened:(a) in the case of any Debenture Holder which is acompany, other body corporate, partnership, club or otherorganisation (a “Corporate Debenture Holder”), wherea ticket purchased by such Corporate Debenture Holderpursuant to the Ticket Rights is transferred to any of suchCorporate Debenture Holder’s bona fide employees, oYcersor guests provided that no payment is made or considerationgiven to such Corporate Debenture Holder (or to anythird party other than the Club) in respect of such ticket orotherwise in connection with the transfer of such ticket; and(b) if in the case of a Debenture Holder who is a naturalperson, who holds more than one Debenture and whohas purchased more than one ticket pursuant to theTicket Rights for a specific Debenture Match Day, by theprovision by such Debenture Holder of such additionalticket(s) to guest(s) of such Debenture Holder and thatsuch Debenture Holder and/or guest(s) do not transferor resell such additional ticket(s) and that no payment ismade or consideration given to such Debenture Holder(or to any third party other than the Club) in respect ofsuch additional ticket(s) or otherwise in connection with thetransfer of such additional ticket(s).5.12: The Club does not make or give and no oYcer,employee, adviser or agent of the Club has any authorityto make or give any representation, condition or warrantyregarding the number or frequency of Debenture Matchesor Debenture Match Days in any Cricket Season duringthe Ticket Rights Period and any such representation,condition or warranty is hereby excluded.5.13: Each Debenture issued shall have a specific designatedseat (a “Designated Seat”) allocated to it in the DebentureSeating Area. The allocation of a Designated Seat to aDebenture shall be entirely within the Club’s absolutediscretion. Each ticket purchased by a Debenture Holderpursuant to the Ticket Rights shall be in respect of theDesignated Seat allocated to the relevant Debenture. TheClub reserves the right to change the Designated Seatallocated to a Debenture for health and safety reasons orfor other reasons which arise and which are outside thereasonable control of the Club. For the avoidance of doubt,the rights of any Debenture Holder to purchase ticketspursuant to the Ticket Rights shall be in respect of theDesignated Seat allocated to the relevant Debenture only,and shall not extend to any other seat in the DebentureSeating Area or in any other part of the Ground.5.14: In respect of Other Match Days, the productionof a Debenture Holder’s pass will entitle the DebentureHolder to free entry to the Ground and, in the event that